Due- Diligence Checklist - IPO (BOBCAP)

DUE DILIGENCE CHECKLIST For INITIAL PUBLIC OFFER

[BOB CAPS | Confidential]

TABLE OF CONTENTS

Section No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Particulars Risk Factors Intermediary Details General Information and records of the Company Capital Structure Objects of the issue Industry Overview Business of the Company History Promoters, Management and Human Resources Subsidiaries, Group and Associate Companies and Equity Investments Information on Financials of the Company Litigation Details Government Approvals


TABLE OF CONTENTS

Section No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Particulars Risk Factors Intermediary Details General Information and records of the Company Capital Structure Objects of the issue Industry Overview Business of the Company History Promoters, Management and Human Resources Subsidiaries, Group and Associate Companies and Equity Investments Information on Financials of the Company Litigation Details Government Approvals


SECTION 1: RISK FACTORS Sr. No.

Document

Information/ Information/ Disclosure

Status/Remarks

1

All the internal and external risk factors which in the opinion of the company may have a material impact on the operations of the Issuer Company

Risk factors which are specific to the project and internal to the company and those which are external and beyond the control of the Company. Review all pending litigations and to be listed in the order of materiality and categories.

SECTION 2: INTERMEDIARY DETAILS The details of the intermediaries are to be given as follows:

Interm Intermedi ediary ary Detail Details s

A

BRLM

B

Auditor’s company

of

the

C

Registrar Issue

to

the

D

Legal Advisor to the issue

E

Bankers of Company

the

F

Bankers Issue

to

the

G

Advisors to Issue/ Issuer

the

H

Syndicate members

I

Monitoring Agency

Name Name

Addre Address ss

Tel. Tel. Nos.

Fax. No.

Email

Website address

Name, Address, Tel. nos., fax no. and email of the Contact person


J

K

Company Secretary Compliance Officer

&

Underwriters to the Issue

Note following to be provided    

Copy of SEBI registration Certificates Consent for their name to be included in the offer document Separate Certificate for the name, address, telephone nos., fax no. and email of the contact person. Details of changes in auditors in the last 3 years


SECTION 3: GENERAL INFORMATION AND RECORDS OF THE COMPANY Sr. No.

Document

Information/ Disclosure

Status/Remarks

1.

Memorandum and Articles of Association

Shifting of the registered office of the Company and reasons therefore. Copies of petitions made to CLB, order of CLB, Form 18 Details of changes in name, copies of fresh Certificate of Incorporation, Certificate of Commencement of Business, Main objects, Articles, dates on which the same have been amended. (Format A, B and C)

2.

Minutes of Board and general meetings of the company

Minutes of all the matters which are material in nature and need to be mentioned in the offer document

3.

Write-up and supporting documents regarding capital restructuring (e.g. petition for mergers along with the scheme) and company history

Details of any restructuring of the company, acquisitions of business, mergers and acquisitions, amalgamations and revaluations of the assets, all forms of capital raising in the form of debt or equity, details of default and re-schedulement of debt.

4.

Any JV/ Shareholder’s Agreements/ Arrangements

5.

Restrictions, if any, on the transfer and transmission of shares

6.

Copies of audited reports for the last 5 years

Details of significant decisions and adopted

7.

Details of all credit ratings received by the Company during the previous three years

Copies of the letters received from the rating agency(s)) giving the name of the rating agency(s), credit rating, borrowing programme etc.

8.

ROC Forms filed

Copies of the ROC forms filed by the Company (Refer Annexure I ) along with ROC receipts.

policies


9. .

Copies of Income Tax Returns/ notices/ Assessment Orders of the Company for last five years and details of pending assessments, if any.

10.

Copies of Secretarial compliance report for past five years

11.

Annual Reports of the Company for the last five years

12.

Copies of Annual returns for the last five years along with ROC receipt

13.

Copies of Investor Grievances received from SEBI, if applicable

14.

Copies of all Correspondences with SEBI/ Stock Exchanges in the past

15.

Copies of any Offer Documents, Open Offer Documents submitted to SEBI in the past., if applicable

16.

Copies of the following Registers (as applicable):

Copies of the various registers maintained by the Company

 Register

of Members  Register of Charges of Contracts,  Register Companies and Firms in which the Directors of the Company are interested. of Directors,  Register Managing Director and Secretary of Directors’  Register Shareholdings


 Register

17.

of Foreign Members and Debenture holders  Register and index of debenture holders of Inter  Register Corporate Loans and Investments List and copies of all major power of attorneys granted

Power of attorneys for all major decisions pertaining to the company to be provided.

18.

Details of Public Deposit Schemes, if any

19.

Details of the Unclaimed Dividend by the Issuer Company

Refer Annexure II for format

20.

Details of information about articles, etc. published in the media

Copies of articles / press clippings on the Company appeared in any magazine, papers, etc, Press release issued by the Company, Copies of any interview given, Any report prepared by third party

21.

Certified copy of the resolution from shareholders for present issue of shares resolution 81 (1A)

22.

‘No objection Certificate’ from existing lenders/ bankers to the Company for the proposed issue.

Annexure I Form Name

Event for which the Form is Required

Form 1

Company Name Registration

Form 1A

For availability of New Name

Form 1B

Conversion of Public Company to Private Company

Form 2

Return of Allotment


Form 3

Particulars of contract relating to shares allotted as fully or partly paid-up otherwise than in cash

Form 5

Increase in Share Capital /Members

Form 8

Creation or Modification of Charges

Form 13

Register of Charges

Form 17

Satisfaction of Charges

Form 18

Registered office Change Notice

Form 20B

Filing annual return of a Company having share capital

Form 21

Notice of Court / CLB Order

Form 23

Registration of Resolution / Agreement

Form 23AC

Form for filing balance sheet

Form 25C

Return of appointment of Managing Director of W.T.D or Manager

Form 32

Appointment and Changes in Director /Manager / Secretary

Form 66

Compliance Certificate – for Companies having paid up capital of Rs. 10 lakh to Rs. 2 crores

Others

Any other Forms

Annexure II

Financial Year

AGM Date

Dividend payment date

Amt. of Unclaimed Dividend

7 years completed on

Due date of transfer to IEPF (30 days from 7 years completed)

Actual date of unclaimed dividend transferred to IEPF

1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04


Date of return filed with ROC in form no. 1

2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

Format A Change in Name Date Change

of

Old Name

New Name

Supporting Documents

Remarks

Format B Change in Registered Office Date Change

of

Old Address

New Address

Supporting Documents

Reason for change

Format C Alterations to Memorandum and Articles of Association Date Change

of

Memorandum Clause No.

Articles Clause No.

Short Particulars of Change


SECTION 4: CAPITAL STRUCTURE Sr. No.

Document


1.

Details of the authorised capital, the issued capital, subscribed and the paid-up capital, the net offer to the public, promoters’ contribution and firm allotment/ reservation therein and the post issue paid-up capital and the pre and post share premium account

Refer to Annexure I for format of the details to be included

2.

Details of the incorporation.

Details to include preferential allotments, bonus issue, rights issue, private placements, warrants or any other equity or debt instruments convertible to shares at a later date.

capital

buildup

since

Details of capital buildup of preference shares to be provided separately Refer to Annexure II for format of the details to be included 3.

Copies of RBI approvals/ reports filed with RBI for allotment of shares to NRI/ FII

4.

Details of shares issued for consideration Refer to Annexure III for format of the other than cash or out of revaluation details to be reserves at any point of time, the details of the same (to be provided by the Company in a separate table), indicating the date of issue, persons to whom issued, price, reasons for the issue and whether any benefits have accrued to the Company out of the issue.

Details of shares allotted in terms of any scheme approved under sections 391-394 of the Companies Act, 1956, the details of such shares allotted. Details of bonus shares made out of revaluation reserves, the details of the same indicating the date of issue and the date of


Status/ Remarks

5.

6.

7.

8.

9.

10.

revaluation of assets. Details of any outstanding financial instrument(s) or right entitling anyone to receive equity shares at the time of filing In case of offer for sale: Number of shares being offered for sale by each offeror i) If Offeror is any individual: a) Consent for the offer for Sale. ii) If Offeror is a Corporate : a) Board Resolution authorising the sale of shares b) Nomination officials to execute the undertakings/ agreements any other acts that may be necessary for the completion of the proposed Offer. Shareholding Pattern of the Company i.e. promoters, directors of the promoter (if promoter is a company), promoter group, public, NRI/OCB/FII and others; Names of the promoters and their Details of total shareholding of the contribution towards promoters promoters (to be provided by the contribution and details of lock in of their Company in a tabular form), clearly shares on a LIFO basis stating the name of the promoter, nature of issue, date of allotment, number of shares, face value, issue price/ consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period, if any and the number and percentage of pledged shares, if any, held by each promoter Details of the aggregate number of specified securities purchased or sold by the promoter group and/or by the directors of the company which is a promoter of the Company and/or by the directors of the Company and their immediate relatives, within six months immediately preceding the date of filing draft offer document with the Board. Details of all financing arrangements whereby the promoter group, the directors of the company which is a promoter of the Company, the directors of the Company and

Name of the transferor, name of the transferee and the maximum and minimum price of transacting the shares and the transaction dates


11.

their relatives have financed the purchase by any other person of securities of the Company other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing draft offer document with the Board. The following details regarding the Promoters’ contribution to the issue The details of promoters’ contribution and lock-in period (to be provided by the Company in a tabular form), separately in respect of each promoter, stating the date of allotment of specified securities, the date when fully paid up, the nature of allotment (rights, bonus, preferential etc.), the number, face value and issue price, the percentage of promoters’ contribution to total issued capital and the date upto which the specified securities are subject to lock-in. In the case of an initial public offer, the details regarding individual allotments shall be given from the date of incorporation of the Company. In the case of a listed Company, the details shall be given for five years immediately preceding the date of filing the draft offer document. The shares acquired by promoters through public issue, rights issue, preferential issue, bonus issue, conversion of depository receipts or under any employee stock option scheme or employee stock purchase scheme shall be shown separately from the shares acquired in the secondary market. The aggregate cost of shares acquired in the secondary market, if available. Names and shareholding of the top ten List of shareholders with shareholding shareholders of the Company (for this purpose the calculation of number of shares to include number of equity shares which would be entitled to upon exercise of warrant, option or right to convert a debenture, loan or other instrument. 





12.




13.

14.

15.

16.

17. 18.

19.

20.

21.

Two years prior to SEBI/ RoC filing 10 days prior to SEBI/ RoC filing  As on SEBI/ RoC filing  Details of all buy-back, stand by and similar arrangements for purchase of securities by the promoters, directors and lead managers, if any The details of shares pledged, if any by the promoters, then the details including name of pledge, facilities availed and terms and conditions of the pledge and agreement if any. Details of bridge loans, if any, taken against proceeds of the Issue. Copy of the sanction letter/ agreement, if any Promoters to give consent to the Company for lock-in of their shareholding, as per SEBI guidelines Details of additional lock – in of shares, if any for a listed company. Details of ESOP schemes, if any Particulars of equity shares issued under the employee stock option schemes may be aggregated quarter-wise, indicating the aggregate number of equity shares issued and the price range within which equity shares have been issued in each quarter. In case of bonus shares made out of revaluation reserves, the same shall be separately mentioned indicating the date of issue and the date of revaluation of assets. If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding one year, specific details of the names of the persons to whom such specified securities have been issued, whether they are part of promoters group, reasons for such issue and the price shall be given. The proposal or intention, negotiations and consideration of the issuer to alter the capital structure by way of split or consolidation of the denomination of the shares, or issue of specified securities on a preferential basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement, within a

Notes to Capital Structure






22.

period of six months from the date of opening of the present issue. The details of shareholding, if any, of the lead merchant bankers and their associates in the company.


Annexure I Statement of changes in Authorised Capital

Sr. No

Date of General Meeting

Increased/ Decreased

Type of General Meeting

Remarks From

To

Rs. _____ Rs. _____ of consisting of consisting ______ Equity ______ Equity Shares of Rs. Shares of Rs. 10/10/- each each

Annexure II Build of Paid-up Share Capital Sr. No

Date of Allotment

Type of Shares

Number of shares allotted

Face Value

Issue Price

Nature of Consideration

(Rs.)

(Rs.)

(Cash, other than cash etc.)

Premium (Rs.)

Cumulative Paid-up Capital

Annexure III Details of shares issued for consideration other than cash or out of revaluation reserves Sr. No

Date of Allotment

Name of the Persons to whom issued

Number of shares allotted

Face Value

Issue Price

(Rs.)

(Rs.)

Nature of Consideration

Reason for issue

Benefits accrued to the company


SECTION 5: OBJECTS OF THE ISSUE Sr. No.

Document


1.

Requirement for funds – working project/object wise to be given ( Indicative List)

For back up documents for each of the each of the aforesaid activity please

2.

a) Setting up of projects including Expansion and Modernization b) Working Capital c) Purchase of Fixed Assets d) Repayment of Loan e) Investment in JV, Subsidiary f) Acquisition and General Corporate Purposes. Means of Finance- : Details of how the total project cost is proposed to be funded (IPO proceeds, private Equity, Term Loans, Internal Accruals, etc.). The following documents as may be applicable

Status/Remarks

To ensure 75% of stated means of finance excluding amount raised by IPO is tied up

a)

3.

Copies of Sanction letter/ Agreement for the Term Loans b) Copy of the Term Sheet and Agreement in case of Private Equity Copy of the Project appraisal report, if any along with the consent of the appraiser for name to be included and for use of appraisal report. Reasons for revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report

4.

Schedule of Implementation

Proposed timeline of the project

Reason for the delays (if any) 5.

Funds deployed – statement showing deployment of funds till date including bridge loans or any other financial arrangement which may be repaid from the proceeds of the Issue up to a date not earlier than two months from the date of

Statutory Auditor’s certificate for expenditure incurred on the project till date stating source of funds for the same.


registering the offer document with the Registrar of Companies

6.

7.

Details of the promoters’ contribution brought prior to the public issue and has already been deployed by the company. Details of Balance funds Deployment on a half yearly basis

Interim Use of Funds: Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project.

Annexure I The back up documents required for estimating the cost of various activities forming part of the objects of the Issue are as follows:

Sr. No.

Nature of Activity

Back up document required and points to be taken into account

1.

Setting up of projects including Expansion and Modernization

Feasibility Report prepared by independent consultants or estimates of the Company.

If the Company is raising capital for a project, the following details have to be provided: a. b. c.

Actual expenditure incurred on the project upto a date not earlier than two months of opening of the Issue. Means and source of financing such expenditure. Year wise breakup of the expenditure (Capital) proposed to be incurred on the said project.

A detailed break up of each item of project cost and implementation schedule is to be given phase wise, including the following details:

- Description of land, building and site development, if any; - Equipment - Name, Cost, Suppliers, date of quotation, date of order, expected -

date of delivery; Percentage and value of equipment for which orders are yet to be placed; Technical collaboration/Technical fees; Pre-operative expenses; Contingencies; and


- If the Company is implementing a project, confirm whether any architect has been engaged and obtain the details of the fees paid to the architect.

2.

Working Capital requirement

A complete perspective on the present working capital position vis-à-vis the projected one based on which the money is proposed to be raised in the public issue.

Basis of estimation of WC requirement along with relevant assumptions. Reasons for raising additional working capital. Projected WC requirement, including assessment of WC requirement after the implementation of the project or achievement of the objects of the issue. Details are required on capacity utilisation assumptions, expected current assets (Raw material, finished goods, WIP, Debtors etc.) with holding norms assumptions, total current liabilities, net current assets and envisaged sources of finance for net current assets.

Following table is required: Total WC envisaged

Margin Money

Portion of WC to be financed by Bank or otherwise

[•]

[•]

[•]

Certificate from the Auditors providing the present and projected working capital along with assumptions, sanction letters from banks for the existing working capital facilities. If no working capital is shown a part of project, the reasons there of. 3.

Purchase of Fixed Assets

a) For plant and machinery not ordered--- quotation to be received from suppliers. The quotations used should not be more than six months old. Company to provide all the assumptions made in arriving at the cost of plant and machinery. b) If any orders have been placed for plant & machinery then require purchase order for same. c) If second hand machinery is proposed to be bought, the details of the age of the machines and balance estimated life to be given.

4.

Repayment of loans

a) Auditors certificate for the amount outstanding as on the date of the offer document and check for the prepayment penalty clause, if any, in the loan agreement. b) Copy of the sanction letter/loan agreement. c) Amount of Loan which is outstanding as certified by the Bank


5.

Investment in JV/ Subsidiary

a) b) c) d) e) f)

Objective of such investment Copy of the Agreement, if any Form of investment i.e. Debt, Equity or any other instrument. Benefit accruing to the issuer from such investment. Last five year AR/audited financials of the JV / Subsidary If the investment is in debt instruments, complete details regarding rate of interest, nature of security, terms of repayment, subordination, etc. g) If the investment is in equity, whether any dividends are assured. Company Estimates

6.

Acquisitions and General Corporate Purposes

7.

If one of the objects of the issue is the grant of a loan to any entity

Details of the loan agreements, including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination etc. and the nature of benefit expected to accrue to the issuer as a result of the investment. If such loan is to be granted to a subsidiary, group or associate company, details of the same.

8.

Acquisition of Land

A copy of agreement to sell entered into for the purchase of such land.

SECTION 6: INDUSTRY OVERVIEW Sr. No.

Document


1.

Industry Reports/ data/ statistics from government agency/ consultants regarding market demand and supply for the product, etc.

Source of the information to be mentioned and appropriate backup for the same to be provided.

Status/Remarks

Consent/ NOC of the source to be taken if required. 2.

The industry overview to be provided as per the requirement stated below: a. b. c. d.

Industry Introduction Global Overview Indian Overview Future Outlook


SECTION 7: BUSINESS OF THE COMPANY Sr. No.

Document

1.

Detailed write up of the following:

2.

Business Overview Vision and Mission Statement Strengths of the Company  Strategies  Nature of products, services, consumers and end users, including dependence on customers, suppliers, dealers etc (in India or abroad)


Status/Remarks

 

3.

Details of business and activities of the Company such as: a) Milestones over a period of time b) Growth of the Company since inception c) Description of activities of the Company d) Services provided by the Company e) Product build up since inception and Products manufactured by the Company f) Capacity build up since inception g) Technology used by the company h) Any other relevant info

4.

Details of the location of the project, infrastructure facilities, raw materials requirement and other utilities like water, electricity, etc.

5.

Property All title documents of immovable properties owned by the Company

Registration of all Title deeds, stamp duty related issues

List and copies of Leave & License/ Lease agreements for properties owned and taken on leave and license / Lease

Details of property(s) on lease.

All contracts and agreements for the immovable properties proposed to be

Details of part consideration and registration of documents and


purchased

stamp duty related issues

Short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the issuer or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the issuer had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. 6.

Marketing strategy Details of the market including details of competition, future prospects, demand and supply forecasts etc, as applicable Tie-ups for marketing, if any  Long term arrangements with clients  Approach to marketing and marketing  set up Brand names/ service marks owned  by the Company (and whether they are registered in the name of the Company) Land : 

7.

(a) The names of the entities from whom the land has been acquired/ proposed to be acquired alongwith the cost of acquisition, along with the relation, if any, of such entities to any promoter or director of the issuer. (b) Details of whether the land acquired by the issuer is free from all encumbrances and has a clear title and whether it is registered in the name of the issuer. (c) Details of whether the issuer has applied/ received all the approvals pertaining to land. If no such approvals are required to be taken by the issuer, then this fact may be indicated by way of an


8.

affirmative statement. Exports

Export possibilities and export obligations with details of how much of the obligations have been met in the past and any penalties imposed EOU benefits, if any.

9.

Strategic Tie-Ups/ Collaborations/ Alliances/ Agreement

Technical Financial

Names of collaborators, nature of arrangement, place of registration, year of incorporation, paid up share capital, turnover in the last year of operations, general information and infrastructure facilities for raw materials and utilities to be used by the facilities that have been set up in collaboration, RBI approval for payment of technical know-how fees, Copy of technical know-how agreement, Copy of MOU/ Buy-back arrangement for sale of products.

10.

Copies of Sanction letter(s) for working Copies of the sanction letters for capital limits, application made for loans / the financial aid provided by financial assistance, loan agreements, etc banks and other institutions

11.

Details of awards/ recognitions won by the company, directors and key management personnel of the Company

12.

Plant capacity:

Copies of all certificates of recognitions, short particulars about the awards won.

Existing and installed capacities for each product, capacity utilization for these products in the last three years, proposed capacities for existing as well as proposed products 13.

 



Trademarks and IPRs Copies of all trademarks, service marks, trade names, brands and copyrights of the Company and their date of application or registration. Details of any intellectual property rights owned by third parties the use


14.

of which is required for the Company Details of any infringement of  intellectual property rights owned by the Company Details of Insurance policies

.

Copies of all (vehicles, property, equipment, etc.) current insurance policies taken by the company 15.

Details of any encumbrances over the property of the company and guarantees given by the company to any other party

16.

Copies of agreements suppliers/vendors/content providers/publishers/customers providers of training infrastructure

17.

with and

Key Industry-Regulation


SECTION 8: HISTORY Sr. No.

Document


1.

Main objects Company

2.

(a) Details of the issuer such as the date of incorporation, date of commencement of business, date of conversion of partnership into limited company or private limited company to public limited company, as applicable, dates on which names have been changed, if applicable, reasons for change of name, changes in registered offices of the issuer and reasons therefore, dates on which the Memorandum of Association of the issuer have been amended citing the details of amendment.

of

the

Status/Remarks

Main objects as set out in the Memorandum of Association of the issuer

The major events in the history of the company including details of mergers, divestments, restructuring in the past along with copies of court orders and other statutory filings. 3.

(a)Details of the major events in the history of the issuer, including the details of: (i) Capacity/facility creation, location of plant, products, marketing,


competition etc. (ii) Raising of capital in form of equity or debt, (iii) Time/cost overrun in setting up projects including the proposed project, (iv) Defaults or rescheduling of borrowings with financial institutions/ banks, conversion of loans into equity along with reasons thereof, lock out, strikes and reasons for the same etc. (v) Negative features like time / cost overrun, defaults and lock out / strikes etc (vi) Details regarding the changes in the activities of the issuer during the last five years which may have had a material effect on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors. (b) Complete details of the subsidiaries and holding company, if applicable. (c) Corporate profile of the issuer regarding its history, the description of the activities, services, products, market of each segment, the growth of the issuer, exports and profits due to foreign operations together with the country-wise analysis, the standing of the issuer with reference to the prominent competitors with reference to its products, management, major suppliers and customers, environmental issues, segment, i.e.


4.

5.

geographical, etc. (d) Injunction or restraining order, if any, with possible implications. (e) The technology, market, managerial competence and capacity built-up. (f) Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets etc, if any. (g) The number of members/ shareholders of the issuer. Details regarding subsidiary(ies) of the issuer including: (a) Name of the subsidiary; (b) nature of business; (c) capital structure; (d) shareholding of the issuer; (e) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer; Joint Venture, Partnership

or Other Arrangements 





Agreements between the Company and any of its shareholders, including agreements between the promoters of the Company and any other person in respect of management of and, or, shareholding of the Company; Joint venture or collaboration agreements; Any technical know-








how licensing, technical assistance, trademark licensing and equipment supply agreements; Details of all MOUs or letters of intent relating to any pending or completed joint ventures or collaborations involving the Company; Tenders and expression of interests submitted by the Company; Other agreements, documents or information which, in the judgment of the Company, are significant with respect to the business or operations of the Company.

6.

Other Agreements

1.

Shareholders agreement

2.

Power of Attorney from Declaration of the person(s) who are to sign the the directors of the prospectus company, the CEO and the CFO to the entity who will sign the DRHP/ RHP/ Prospectus while filing the Registrar of companies(“RoC”), or on behalf of the officers 3.

Authority for the issue

Details of various service agreements and noncompetition and confidentially agreements


4

5

Guarantees, if any, given to third parties by the promoters offering their shares in the proposed offer for sale, stating reasons, amount, obligations on the issuer, period of guarantee, financial implications in case of default, security available, consideration etc. Other : The dates, parties to, and general nature of every other material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the issuer or a contract entered into more than two years before the date of the offer document.


SECTION 9: PROMOTERS, MANAGEMENT AND HUMAN RESOURCES Sr. No.

Document

1.

Details of promoters


individual

Status/Remarks

a) Complete profile, including name, age, personal, address, educational qualification, experience, photograph, Voter ID number, driving license number, PAN, Bank account no. and passport number duly signed by the promoter. b) Copies of Income Tax Returns/ notices/ Assessment Orders of Promoters for last 5 years and details of pending assessments, if any. c) Positions/posts held in the past, Directorship held, other ventures of each promoter, special achievements, their business and financial activities,

2.

Write up on the interests of the promoters

Interest of the promoter in the issuer Company Property purchased by the issuer Company within two years from the date of the prospectus Any payments or benefits to the promoters within the preceding two years. If the promoters have any other interests in the company, the same should be brought out.

3.

Details of promoters, if Company

        



Names of promoter companies Promoters of the aforesaid companies History of the company Business of the company Copy of MOA Shareholding pattern Board of Directors Annual Report for the last 3 years, PAN, Bank Account, Registration numbers with ROC and Name and address of Registrar of Company where the company is registered Details of the change in management of the company together with the applicability of the Clause 40A/ 40B of the listing agreement/ SEBI Takeover Code


Where the promoters of such companies are again companies or bodies corporate, names of natural persons in control (i.e., holding fifteen per cent. or more voting rights) or who are on the board of directors of such bodies corporate shall be disclosed. If the present promoters are not the original  promoters and control of the issuer was acquired within five years immediately preceding the date of filing draft offer document with the Board, disclosure shall be made of the details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for acquisition and compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) regulations, 1997 and Listing Agreement as applicable. Name, age, qualifications, Director Identification Number, experience, address, occupation and date of expiration of the current term of office of manager, managing director, and other directors (including nominee directors, whole-time directors) 

4.

Directors of the Company

Family relations between the directors, nature of arrangements with promoters, suppliers and customers, Compensation paid to the directors in the last financial year. The dates, parties to, and general nature of every contract appointing or fixing the remuneration of a Director, Whole-time Director, Managing Director or Manager whenever entered into within or more than, two years before the date of the offer document. During the last financial year, the amount of compensation paid, and benefits in kind granted Details of Changes in the directors in the three years preceding the date of filing the offer document; dates of appointment, resignation and reasons for resignation- certificate required Copies of Income Tax Returns/ notices/ Assessment Orders of Directors for last 5 years


and details of pending assessments, if any. Form 25 C for the Managing Director of the Company along with the Service Agreement or alternatively Shareholders resolution for the appointment of Managing Director. Management Organisation Structure. 5.

6.

Details of other directorships, partnerships and proprietary concerns of the directors Interest of directors, their borrowing powers and qualification shares and details of declarations made by directors in respect of transactions and contracts including loans or borrowings with related parties or to such parties in whom the directors have interest.

Copies of latest Form 24AA

Other information on Directors: Interest of directors in the: i) ii)

Promotion of the company, Any property acquired by company in the last two years

the

issuer

The borrowing powers of the board. A copy of the AGM/EGM resolution giving the powers to the Board to borrow the money. Qualification shares, if any. Details of declarations made by directors in respect of transactions including loans or borrowings with related parties or to such parties in whom the directors have interest.

7.

Details regarding the various activities to be performed regarding adherence to Corporate Governance Guidelines

Details regarding constitution of committees needs to be disclosed:

various

List of various committees formed by the company Name of the members of the various committees Terms of reference for each of the committee formed by the Company Copy of the board resolution for the formation of the various committees.


8.

Details of the permanent Key Managerial Personnel who are on the rolls of the Company

















9.

Details of changes in Key Managerial Personnel

10.

Organisation Structure

Name, date of joining, qualification, term of office with date of expiration of term and details of service contracts including termination/retirement benefits, if any, details of previous employment, etc. functions and areas of experience in the company. The nature of any family relationship between any of the KMP or with any directors of the Company persons named under this head. Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in this head, was selected as a director or member of senior management. During the last FY, the amount of compensation paid, and benefits in kind granted, to persons mentioned under this head, by the company for services in all capacities to the company. Disclosure of compensation should be given on an individual basis. The disclosure should also covers contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date. If any portion of the compensation was paid pursuant to a bonus or profit-sharing plan, provide a brief description of the plan and the basis upon which such persons participate in the plan. With respect to the persons listed under this head, disclose as to their share ownership in the company status of key management personnel, whether they are in the employment as permanent employees or otherwise. All aforesaid information to be certified by the respective KMPs.

Details regarding changes in key personnel particularly in charge of production, planning, finance and marketing during the past 3 years and reasons for the same Organization chart giving names and designations of functional heads and the number of employees working under each head at various levels. Details regarding the classification of employees


as trained/untrained or technical/ non-technical, division/ department wise as applicable. 11.

Details of ESOP schemes, if any that has been implemented in the past or is proposed to be implemented, pre-IPO

12.

Human Resource Policy and programs

13.

Dividend policy

Details of the recruitment strategy, training programs and retention strategy


SECTION 10: SUBSIDIARIES, GROUP COMPANIES AND VENTURES PROMOTED BY THE PROMOTERS OF ISSUER COMPANY.

The below-mentioned details will be needed for all the Group Companies, Ventures of the Promoters:

Sr. No.

Document


1.

Write up giving details of the group companies and other companies promoted by the promoters of issuer Company

       

Other supporting documents such as annual reports, annual return, Memorandum of Association/ Partnership Deeds, etc.





Status/ Remarks

Promoters of the company Name and type of organisation Registered Office of the Company Brief details of the business Shareholding pattern giving names of individuals holding more than 10% Board of directors Audited accounts for the last 3 years, Information regarding companies which have become BIFR companies or are under winding up or have negative net worth Details of litigations and defaults involving the Company and the Promoters and Directors of the company (who are also associated with the Issuer Company.) Full particulars of the nature and extent of the interest, if any, of every promoter,directors or group companies

Form No. 32 of the Directors. Certificate from respective Companies certifying all the information. 2.

For Subsidiary companies

In addition to the above information the following documents are required: a)

3.

If the Subsidiary(s)/

Minutes of the Company for the last five years or alternatively since the time the Company has become a subsidiary. b) Annual Returns and Annual Reports of the subsidiary for the last five years. c) IT returns, notices, assessment orders for the last 5 years Year of issue, type of issue, issue amount, date of


group companies, etc are listed details of all issues made by them are required

closure of issue, date of completion of dispatch of delivery of security certificates, issue price of the security, object of the issue, rate of dividend paid, date of completion of the project, where the object was financing of a project and particulars of changes in the capital structure Promise v/s performance of all the group companies who have made an issue during the last 3 years, or the last issue made by such group companies, including cost and progress of implementation of the project in comparison with the cost and progress of implementation given in the Prospectus. Indicate whether all the objects mentioned in the respective offer documents were met and all projections made in the offer documents were achieved.

Details of investor complaints which have been received, resolved and which are pending resolution

Investor grievance redressal system including the normal time taken to redress various types of investor complaints Details of any actual or potential conflict of interest need to be given. Highest and lowest market price during the preceding 6 months, current market price and current market capitalization 4.

Write up on companies which the promoters have disassociated with in the last three years

The reasons of the disassociation together with the terms of the disassociation.


SECTION 12: INFORMATION ON FINANCIALS OF THE COMPANY Audited accounts in the Offer Document are required to be furnished for the preceding five years and the broken period such that they are not older than six months from the Date of issue of offer document.

Sr. No.

Document


Status/Remarks

1. Auditors report

As per Schedule II requirements.

2. Five years Adjusted P&L Account

As per SEBI format, last audited accounts should not be older than six months from the date of issue of offer document.

3. Five years Adjusted Statement of Assets and Liabilities

As per SEBI format

4. Break up of other income

If other income is more than 20% of PBT

5. All significant Accounting Policies (including any change in the accounting policies in the last five years), Notes to Accounts & Qualifications of Auditors 6. Relevant details of contingent liabilities 7. Break up of Unsecured loans

8. Aeging Debtors

all

Secured

Schedule

9. Loans and Advances

of

the

and

Sundry

Separately promoters/ companies

showing promoter

loans group/

from group

Break up of Sundry Debtors (separately showing break up of receivables from promoters/ promoter group/ group companies) Loans and Advances made to person(s)/ companies in which directors of the issuer Company are interested Break up of Loans and Advances (separately showing loans/ advances to promoters/ promoter group/ group companies)


1 Related Party transactions

Break up of related party transactions with the promoter/ key managerial personnel/ group companies

1 Details of revaluation of assets. 1 Capitalization Statement

SEBI format

1 Tax Benefits Statement

SEBI format

1 Statement on basis on Issue Price

SEBI format

1 Eligibility criteria regarding dividend, net worth and net tangible assets to be certified by auditors 1 Aggregate market value of quoted investments 1 Key Accounting ratios

EPS, NAV and RoNW and to be provided also in the post-diluted basis(to include any alteration in the capital structure after the date of audit)

1 In case of change in standard denomination of shares, financial data, comparison of financial ratios should be presented pre-split and post split, and stock market data and capital structure should have adequate disclosures. 1 In case the Company has one or more subsidiaries:

The Consolidated Statement ( for the issuer company and its subsidiaries) of Balance Sheet, Profit & Loss Statement, Cash flow and all the annexure along with the Significant Accounting Policy and Notes to Accounts. Standalone Statement for Balance Sheet, Profit & Loss Statement, Cash flow and all the annexure along with the Significant Accounting Policy and Notes to Accounts for the Issuer


Company Standalone Statement for Balance Sheet, Profit & Loss Statement, Cash flow for the Subsidiary Company along with the Significant Accounting Policy and Notes to Accounts. 20. Confirmation that no subsidiary of the Issuer has any accumulated profits or losses which are not accounted for by the issuer. 21. Statements of Assets and Liabilities and Profit and Loss or any other financial information should be prepared after incorporating the following adjustments: 





Adjustments/ rectifications for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications. Material amounts relating to adjustments for previous years shall be identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit or loss occurred. Where there has been a change in accounting policy, the profits or losses of the earlier years and of the year in which the change in accounting policy has taken place shall be re-computed to reflect what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years.


2 Please provide a list of critical accounting policies.

Documents regarding any changes in accounting policy effected by the Company in the last three years. 2 Correspondence and other documentation relating to all relationships between the Company’s auditors and the Company. 2 Documents related to any audit committee pre-approval of nonaudit services by the Company’s independent auditor.

Schedule of all non-audit services currently being provided by the outside auditors.


SECTION 13: LITIGATION DETAILS For the entities mentioned below in the table, provide details of.           

Sr. No.

All pending litigations (whether filed by the entity or filed against the entity); All show cause notices received Defaults to financial institutions/banks; Non-payment of statutory dues; Violations of regulations and criminal, civil offences; Pending proceedings related to economic offences; Past cases where penalties have been imposed; Dues towards instrument holders like debenture holders and fixed deposits; and Arrears on cumulative reference shares together with the amounts invol ved. adverse findings, if any, in respect of the issuer as regards compliance with the securities laws. The name(s) of the small scale undertaking(s) or any other creditors to whom the issuer owes a sum exceeding Rs. one lakh which is outstanding more than thirty days. Entities Information /Disclosures Status/Remark

1.

The Issuer company

2.

Any company which will have material effect on the company

Details of all the litigations should include:  

3.

Directors of the Company

 

4.

Promoters and companies /firms promoted by the promoters (group companies)

5.

Details of the litigations where the promoters continue to be associated with and which is pertaining to companies/ ventures/ firms with which the promoters have been associated in the past and are no longer associated with.



  

Amount Date instituted Principal parties Charges/allegations Forums before which the litigations are pending Present status Implications of the issuer Provisions made in the financial statements

Also include details of outstanding litigations, disputes pertaining to matters likely to effect operations and finances of the company including disputed tax liabilities, prosecution under any enactment in respect schedule XII of the companies act, 1956 The details of the litigations need to be classified in the following manner:    

Criminal, Securities Statutory Civil Others(please specify)

Other Details : Whether the Company, promoters, group companies, the relatives (as per Companies

Act,1956) of promoters, group companies are identified as wilful defaulters by Reserve Bank of India or other authorities


SECTION 14: GOVERNMENT APPROVALS

No

Document

Information / Disclosure

1.

List of statutory approvals required from various government agencies such as RBI, FIPB, SIA etc. for the proposed activities /project

Example:

List of approvals that are required to undertake the proposed activities and or continue the present business

Example:

2.

Status/Remark

SIA registration, approvals for foreign investment, approvals for export, RBI/ FIPB approvals for the issue, approvals required for collaborations, nature of collaborations. Approvals from RBI for issue of shares to FIIs & to the foreign collaborators, if any etc.

Permission for electricity, water and other utilities from the relevant authorities’ environmental clearance, approvals required for utilities, emission norms etc.

Copies of the approvals mentioned 3.

Environmental clearance given by the Pollution Control Board of the State Government or Central Government as applicable for the existing business

Copy if the certificate issued by the concerned authority

4.

List of government approvals required for the land and construction thereon in the project, details of technical approvals etc.

Copies of the applications made for the approvals listed and not yet received

5.

Review of material compliance reports filed and significant correspondence with any regulatory agency

Example:

6.

Compliance reports and environmental agencies

review

by

Review of any reports, notices or correspondence to the company regarding foreign payments or


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