A multinational technology company is planning to raise funds through the issuance of Global Depository Receipts to expand its operations in the European market. The company's legal team is in the process of drafting the

"Offering Circular" is a mirror through which the prospective investors can access vital information regarding the company in order to form their investment strategies. It is to be prepared very carefully giving true and complete information regarding the financial strength of the company, its past performance, past and envisaged research and business promotion activities, track record of promoters and the company, ability to trade the securities in the European capital market. The Offering Circular should be very comprehensive to take care of overall interests of the prospective investor. The Offering Circular for Euro-issue offering should typically cover the following contents: Background of the company and its promoters including date of incorporation and objects, past performance, production, sales and distribution network, future plans, etc. Capital structure of the company-existing, proposed and consolidated. Deployment of issue proceeds. Financial data indicating track record of consistent profitability of the company. Group investments and their performance including subsidiaries, joint venture in India and abroad. Investment considerations. Description of shares. Terms and conditions of global depository receipt and any other instrument issued. Economic and regulatory policies of the Government of India. Details of Indian securities market indicating stock exchange, listing requirements, foreign investments in Indian securities. Market price of securities. Dividend and capitalisation. Securities regulations and exchange control. Tax aspects indicating analysis of tax consequences under Indian law of acquisition, membership and sale of shares, treatment of capital gains tax, etc. Status of approvals required to be obtained from Government of India. Summary of significant differences in Indian GAAP, UK GAAP and US GAAP and expert's opinion. Report of statutory auditor. Subscription and sale. Transfer restrictions in respect of instruments. Legal matters etc. Other general information not forming part of any of the above. If listed, a copy of the Offering Circular is required to be sent to the Registrar of Companies, SEBI and the Indian Stock Exchanges for record purposes.