copy of legal due diligence - comprehensive chk list

Rajani Associates, Solicitors Strictly Confidential Solicitors & Advocates

Legal Due Diligence Checklist

Below is a list of documents and other information that are to examine and review in connection with

the proposed Acquisition of the Company. This is a preliminary request, and upon review of any

materials provided to them hereunder, additional requests for documents or information may be

forthcoming.

Please furnish for their review copies of the requested documents or indicate in writing on a copy of

this list that none exist. In addition, please provide a short summary of each oral agreement or

arrangement and any circumstances that are responsive to the requests set forth below. Any

documents identified as originals will be returned to you promptly.

Unless otherwise indicated:

(i) all requests are for any matters which are currently existing in effect or which have occurred

within the last five years (even if they are not now existing or in effect if such matters are

material), except as otherwise noted, and

(ii) each request applies to all past and present subsidiaries of the Company (“Subsidiary”) and

affiliates (if any) and all predecessors, whether corporations, partnerships or joint ventures (for

purposes of this request, all such entities also are included in the term “BL ” or the “Company”

and are referred to as such).

"X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable

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[I] BASIC CORPORATE CHARTER DOCUMENTS

1. Organization chart

2. Certified copy of the Certificate of incorporation and

any amendments thereto

3. Certified copy of the Memorandum of Association

4. Certified copy of the Articles of Association

5. Changes in corporate name or purpose; the supporting

resolutions and the filings for the same

6. List of subsidiaries, affiliates, branches, partnerships,

joint ventures, sales offices together with the following

details:

(i) Date of acquisition/ incorporation/commencement

(ii) Date of closure/ disposal/ cessation

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

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7. List of Board members as on date.

8. Members of Audit committee / Remuneration

committee/Any other committee and their terms of

reference

9. Name and address of Auditors

10. Name and address of Company Secretary/Compliance

Officer

11. Name and address of legal advisor.

12. Minutes of the meetings of the Board of Directors, and

committees of directors, including copies of notices of

all such meetings where written notices were given,

and copies of all written consents from date of

incorporation to date.

13. Minutes of the meetings of the shareholders/ members

from the date of incorporation to date.

14. Registers maintained by the Company

(i) Register of charges

(ii) Register of members

(iii) Register of shares bought back under section 77A

(iv) Foreign register of members

(v) Registers of particulars of contracts in which

directors are interested under section 301

(vi) Register of directors, managing director, manager

and secretary under section 303

(vii) Register of directors’ shareholding

(viii) Register of loans under section 370

(ix) Register of investments or loans made, guarantee

given or security provided under section 372A

(x) Register of Renewed and Duplicate Certificates

under Rule 7 of the Contracts (Issue of Share

Certificates) Rules, 1960

15. All filings made with the Registrar of Companies upto

date including but not limited to:

(i) Annual Returns filed by the Company with the


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Registrar of Companies and the receipts relating

thereto

(ii) Balance Sheet filed with the Registrar of

Companies and the receipts relating thereto

(iii) Compliance reports by the Company Secretary

and receipts relating thereto

(iv) Form no. 2 / Form no. 23 / Form no. 25C and

receipts relating thereto. Please also disclose

whether any shares had been allotted to 50 or

more persons at one time in violation of section

67(3) of the Companies Act, 1956.

(v) Please also provide copies of all disclosures

made u/s 299 in Form 24AA by all directors.

(vi) 81(1A) resolutions for the allotment of shares

made by the Company prior to the IPO for all

fresh allotments.

(vii) Confirmation that the Company has not issued

shares to more than 49 persons at one time in

terms of Section 67(3) of the Companies Act.

(viii) Resolutions regarding amendments to the

Articles of Assocaition of the Company in terms

of the requirements of the Stock Exchanges as

required under Securities Contract Regulation Act

and Rules thereunder.

(ix) Intimation to the existing shareholders regarding

the lock-in of shares for a period of one year from

the allotment of shares in the Issue.

(x) In case further shares are issued to Promoters or

the Promoters propose to subscribe to the shares

in the Issue as Promoters Contribution, 81(1A)

resolutions should also comply with Unlisted

Public Companies (Preferential Allotment) Rules,

2003.

(xi) W here FII investment through the PIS route is

raised beyond 24% of its share capital. Company

to provide the resolution.


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(xii) Filing of Form 32 for the appointment of Company

Secretary and please confirm whether the

appointment of the Company Secretary is in

accordance with Section 383A of the Companies

Act, 1956.

(xiii) Form 21 with the ROC regarding any Scheme of

Merger/Demerger or Reduction of Share Capital

of the Company.

16. Please also provide copies of directors’ declaration u/s

274(1)(g) made for last two years

17. Copies of all Form 22A towards shareholders consent

for calling any general meeting at shorter notice.

[II] CAPITAL STOCK

1. Capitalization table showing summary of authorized,

issued and paid-up capital

2. List of shareholders/ warrant holders/ debenture

holders and the number of shares/ warrants/

debentures held by them

3. List of all stock transfer orders/legends

4. Samples of share certificates, options and any other

outstanding securities

5. All material press releases issued by the Company

especially in the last two months

6. Private placement memoranda

7. Agreements covering sale of shares

8. Any agreements and other documentation (including

related permits) relating to repurchases (buy-back),

redemptions, exchanges, conversions or similar

transactions involving the Company's securities

9. All stockholder, or other similar agreements covering

any portion of the Company's shares


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10. All agreements containing preemptive rights, right of

first refusal or other preferential rights to acquire

securities and any waivers or assignment of such

rights

[III] EMPLOYEE STOCK OPTION PLANS

1. Stock Option Plan and related agreements

2. List of outstanding options or similar securities

including date of grant, exercise price, number of

shares subject to options, names and addresses of

option holders

3. Details of warrants issued, converted and equity

shares allotted.

[IV] STOCK EXCHANGES

ADR/ GDR

1. Listing agreements entered into with each stock

exchange

2. Intimation to the stock exchanges on the ADRs issue

in terms of the listing agreements

3. Permission from the stock exchanges for listing of the

shares issued on the redemption of ADRs

4. A statement from the stock exchanges that the pre-

listing requirements relating to a domestic issue would

not apply

COMPLIANCE

5. A copy of the certificate submitted to the stock

exchanges related to the transfer of shares on a half-

yearly basis

6. Copies of the correspondence (if any) with the stock

exchange related to any shareholder complaints and

any replies thereto

7. A copy of the arrangement with NSDL/CSDL or any

other depository towards dematerialization of the

Company’s shares or for any other purpose


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8. A copy of the Company’s plans and other preparation

towards dematerialization of the Company’s shares

9. Copy of all forms and data filed with the stock

exchanges in terms of the listing agreement towards

distribution of dividend, director’s holding, etc

10. Any arrangement with stock exchange or Securities

and Exchange Board of India (“SEBI”) or any

regulatory authority towards any complaint or any

other issue related to insider trading or the takeover

regulations (if any).

11. All material press releases issued by the Company

especially in the last two months.

12. Procedure and manual of insider trading and clearance

of sale / purchase of shares under the said regulation.

13. Any correspondence from SEBI/Stock Exchange as to

non compliance of any clause of listing agreements

and company’s reply thereto.

[V] DOCUMENTS FOR PARENT / ANY MATERIAL

SUBSIDIARY

Same as those listed under Items I, II, III & IV above.

[VI] CORPORATE FINANCE DATA

1. Consolidated audited financial statements and audited

financial statements of Parent, Company and each

Subsidiary.

2. List of banks and investment banks used since

inception and the services availed.

3. Bank Statements.

4. Loan agreements, including loans with affiliates,

subsidiaries and related parties.

5. Equity Financings Copies of any share purchase

agreements with shareholders and related documents.

6. Convertible Debt Financings, if any.


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7. Bank line of credit agreements, including any

amendments, renewal letters, notices, waivers, etc.

8. Lease Financings.

9. Other agreements evidencing outstanding loans to or

guarantees by the Company.

10. List of capital commitments.

11. Contingent liabilities

12. Has there been any adverse remark or any adverse

qualifications by the auditors on company’s accounts

in last five years.

13. If so, the nature of said remarks or observation and

company’s view on the same

14. Has there been any change in accounting policies or

accounting standards by the company? If yes, details

thereof.

[VII] OPERATIONS

1. List of major suppliers, showing the following details: -

(i) Total and type of purchases from each supplier

during the last fiscal year

(ii) Indication of which are sole sources, and contact

names and phone numbers

2. Agreements relating to the above suppliers

3. List of top 5 accounts payable with contact names and

phone numbers

4. Any other material contracts

[VIII] CUSTOMER INFORMATION

1. List of top 15 customers for the past two financial

years

2. List of strategic relationships (Contact name, Phone

number, revenue contribution, marketing agreements)

3. Summary showing the revenue by customer (For five


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percent or more of revenue)

4. Brief description of any significant relationships

severed within the last two years

5. Company-financed customer purchase agreements, if

any

6. Service contracts and marketing agreements, if any

7. Forms of warranties and guarantees provided to

customers

8. Schedule of service price changes over past 3 fiscal

years

9. Backlog of orders at the end of last 2 fiscal years and

last 4

10. Fiscal quarters

[IX] PRODUCTS

1. List the products (hardware and software) being

distributed or under development by or for you. For

each product, provide the following information: -

(i) Analysis of seasonality

(ii) Primary competitors

(iii) Market share

(iv) Registered trademarks or trade names

[X] CONTRACTS/AGREEMENTS

1. Copies of standard form contracts

2. Sales, distribution, manufacturing and marketing

agreements

3. Summary of the terms of the joint ventures, strategic

alliances, and corporate partnership agreements

4. Non-compete agreements, affecting the ability of the

Company to compete

5. Summary and copies of government contracts


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6. Other material contracts

[XI] LITIGATION

1. Summary of pending / potential disputes and

investigations, including any Central, State or Local

government claims or inquiries, showing the following

details: -

(i) Description of dispute

(ii) Potential damages

(iii) Responses, if any, including letters from

attorneys or any other agreements affecting the

same

2. All letters from counsel sent to auditors for year-end

and current interim audits, i.e. "litigation letters."

3. Any litigation settlement documents

4. Description of any warranty claims that have been

made against the Company, Parent or any Subsidiary,

or any partnership or joint venture and the resolution of

such claim.

5. Any decrees, orders or judgments of courts or

governmental agencies

6. Following details:

All pending litigations (these would include litigations filed

by the Promoters or Promoter group companies and

litigations filed against these companies) in which the

Promoters are involved, defaults to the financial

institutions/ banks, non-payment of statutory dues and

dues towards instrument holders like debenture holders,

fixed deposits, and arrears on cumulative preference

shares by the Promoters and the companies/ firms

promoted by the Promoters, shall be listed in the

prospectus together with the amounts involved and the

present status of such litigations/ defaults. The likely

adverse effect of these litigations/ defaults, etc. on the

financial performance of the company shall also be

mentioned.


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Further, the cases of pending litigations, defaults, etc. in

respect of companies/ firms/ ventures with which the

Promoters were associated in the past but are no longer

associated shall also be disclosed in case their name(s)

continues to be associated with particular litigation(s).

The above information is required to be furnished in

addition to the litigations against the company or against

any other company whose outcome could have a

materially adverse effect of the position of the company.

Further, all the litigations against the Promoter or

Directors involving violation of statutory regulations or

criminal offence shall be furnished in the offer document

The pending proceedings initiated for economic offences

against the Directors, the Promoters, companies and

firms promoted by the Promoters shall be disclosed

separately indicating their present status.

The details of the past cases in which penalties were

imposed by the concerned authorities

Appropriately incorporate in the prospectus and as risk

factor(s), information regarding pending litigations,

defaults, non payment of statutory dues, proceedings

initiated for economic offences/ civil offences (including

the past cases, if found guilty), any disciplinary action

taken by the Board/ stock exchanges against the

company/ Promoters and their other business ventures

(irrespective of the fact whether they fall under the

purview of Sec 370 (1B) of the Company's Act, 1956)/

Directors.

Criminal charges under the IPC and violations of

securities law by the Directors/Promoters

Each of the outstanding litigations, disputes, overdues to

banks/ financial institutions, defaults against banks/FIs,

contingent liabilities not provided for, etc., pertaining to

the company, the ventures/ companies promoted by the

promoters/ whole time directors of the company, and the

promoters/ directors themselves along with the nature of

the litigation, quantum of funds involved have to be

disclosed as separate risk factors. In this connection, it


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may be noted that the proceedings initiated for economic

offenses against promoter/promoter's companies/firms,

etc., will have to be detailed under this paragraph,

including the past cases where penalties have been

awarded.

All the pending litigations/ disputes (in which the

promoters are involved) overdues/ defaults to the financial

institutions/banks and instances of non-payment of

statutory dues by the promoters and the companies/ firms

promoted by the promoters should be listed out in the

offer document together with the amounts involved and

the present status. It should be noted that such listing is

necessary irrespective of the fact whether these disputes,

litigations have a bearing on the financial performance of

the issuer company or not. However, the likely adverse

effect of these disputes and litigations on the financial

performance of the company should be mentioned

wherever applicable.

In this context it may be noted that the cases of pending

litigations, disputes, defaults, etc. in respect of companies

to which the promoters were associated in the past but

are no longer associated should also be disclosed in the

event of their name being continued to be associated with

the particular litigations.

The above information is required to be furnished in

addition to the litigations against the company or against

any other company whose outcome could have a

materially adverse effect of the position of the company.

Further all the litigations against the promoter or directors

involving violation of statutory regulations or a criminal

offence shall be continue to be furnished in the offer

document.

The pending proceedings initiated for economic offences

against the directors, the promoters, companies and firms

promoted by the promoters should be disclosed

separately indicating the status. The lead manager should

note to furnish the details of the past cases in this regard,

in which the penalties were imposed by the prescribed

authorities.

The outstanding litigations, disputes pertaining to matters


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likely to effect operations and finances of the company

including disputed tax liabilities, prosecution under any

enactment in respect of Schedule XIII of the Companies

Act, 1956 would also continue to be furnished in the offer

document in the prescribed format.

Defaults of all litigation should include amount, date

instituted, principal parties, charges/ allegations, courts

before which the Litigation are pending, present status,

implications on the issuer, provisions made in the

financial statements shall be disclosed.

[XII] INSURANCE

1. Schedules or copies of all material insurance policies

of the Company covering property, liabilities and

operations

2. Schedule of any other insurance policies in force such

as "key person" policies, director indemnification

policies or product liability policies, if any

[XIII PERSONNEL

1. Organizational charts by department and by legal

entity

2. Number of employees by department and by functional

area

3. Summary of key management personnel (officers,

directors, others) with the following details:

(i) Name

(ii) Age

(iii) Responsibilities

(iv) Educational background

(v) Recent employment experience

(vi) Management perquisites

(vii) Salary paid to them in the last financial year


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4. Copies of Key Employment agreements

5. Founders agreements, management employment

agreements and indemnification agreements and

"golden parachute" agreements i.e. exit options given

to management, if any

6. Confidentiality agreements with the Company

7. Non-compete contracts

8. Proprietary information and inventions agreements

with the employees and Company

9. Corporate personnel policies and procedures

10. Agreements for loans to and any other agreements

(including consulting and employment contracts) with

officers or directors, whether or not now outstanding,

including

(i) Loans to purchase shares

(ii) Consulting contracts

11. Description of any transactions between the Company

and any "insider" (i.e., any officer, director, or owner of

a substantial amount of the Company's securities) or

any associate of an "insider" or between or involving

any 2 or more such "insiders."

12. Schedule of all compensation paid during the last five

fiscal years to officers, directors and key employees

showing separately salary, bonuses and non-cash

compensation (e.g., use of cars, property, etc.)

13. Description of commissions paid to managers, agents

or other employees since inception of the Company

14. Employee benefit, pension, profit sharing,

compensation and other plans, Public Provident Fund,

Gratuity, etc

15. Copies of any filings with statutory authorities

16. Confirm that there are no union contracts, collective

bargaining agreements or any pending or threatened


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union negotiations, if yes, please provide copies

17. List of any policies/practices which the Company

follows with respect to intellectual property

18. Employment agreements containing clauses relating to

the ownership and use of intellectual property

[XIV] INTELLECTUAL PROPERTY

[A] GENERAL

1. Name of the law firm that handles patent, trademark or

copyrights matters for the Company and the contact

person there

2. Details of any correspondence from third parties

regarding potential infringement of intellectual property

rights of others

3. Details of pending or decided litigation by or against

4. Company involving IPR (proceedings instituted)

5. Details of any correspondence from third parties

regarding potential infringement by the Company of

third party’s intellectual property rights (proceedings

being defended)

6. List of all domain names in various extensions (e.g.

“.com", ".net", ".co, .in", etc) alongwith date of

registration and dates of expiry

7. Details of any domain name or intellectual property

disputes pending before any international authority /

body such as the World Intellectual Property

Organization

8. Name of the law firm that handles patent, trademark or

copyrights matters for the Company and the contact

person there

[B] PATENTS

1. List and copies of all (Indian or foreign) patents and

patent applications held by the Company or its

affiliates, if any


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2. Names of inventors and copies of Deeds of

Assignment in favour of the Company

3. Search Report / Examination Reports in respect of

pending applications and registered patents

4. Details of un-expired term of each Patent

5. List of inventions, which the Company is using, and list

of countries in which the same is being used

6. List of inventions, which the Company is not using and

last date of their use

[C] TRADE MARKS AND COPYRIGHT

1. List of trademarks, trade names, service marks,

domain names or copyrights (registered/unregistered)

owned by Company and details of their registration /

applications

2. Names of authors of copyrighted work and copies of

Deeds of Assignment in favour of the Company

3. Search Report / Examination Reports in respect of

pending applications and registered trade marks,

service marks

4. Details of renewal status of registered trade marks,

service marks and domain names


domain names or copyrights which the Company is

using and list of countries in which the same are being

used


domain names or copyrights which the Company is not

using – date of last user

[D] TRADE SECRETS

1. List of proprietary processes controlled by the

Company and other trade secrets

2. Copies of Non-disclosure Agreements, if any


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[E] LICENSING

1. Copies of inbound and outbound - service/ License/

exclusive License/ Mortgage Agreements in respect of

Intellectual Property

2. Details entered on the Register of Trade Mark/

Copyright/ Patent

3. Source Code Escrow Agreement

[F] TECHNOLOGY TRANSFER

1. List of any technology owned or developed by third

parties and acquired by the Company and copies of all

documents evidencing the transfer thereof.

2. Copies of all relevant assignment documents

3. List of technology, which the Company jointly owns

with a third party

4. List of technology incorporated in the Company

technology – copies of agreements related to this

5. Joint Development Agreements

[XV] GOVERNMENTAL REGULATIONS AND FILINGS

1. Registration with the various governmental agencies

and bodies, including but not limited to registrations

under: such as under the, Shops and Commercial

establishments Act, etc.

(i) Employees Provident Funds Act, 1952

(ii) Employees Insurance Act, 1948

(iii) Payment of Gratuity Act

(iv) Shops & Establishment Act

(v) Income Tax Act, 1961

(vi) Industrial Disputes Act, 1949.

(vii) Central Sales Tax Act, 1956

(viii) Profession Tax


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(ix) Service Tax

(x) Minimum Wages Act

(xi) Workmens’ Compensation Act

(xii) Factories Act

(xiii) Any other applicable Act.

2. Summary of all material inquiries by a governmental

agency (if any)

3. Status of governmental contracts subject to

renegotiation (if any)

4. Permits for conduct of business

[XVI] TAX LIABILITY

[A] DIRECT TAXES

1. Copies of income tax returns filed alongwith all the

annexures

2. Tax audit reports alongwith the annexures

3. Details of advance taxes paid during the current

financial year together with requisite supportings and

any potential liability which may arise at the time of the

next instalment for short payment or deferment of

advance tax

4. Withholding taxes

(i) Taxability and/or potential liability to TDS in respect

of payments made to non-residents on account of any

of the following items:

1. Royalty (including software imports)

2. Fees for technical services

3. Interest on borrowed funds

4. Consultancy fees


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5. Any other payments

(ii) Certificate from the auditors that taxes have been

properly deducted at source, wherever applicable, and

have been deposited within the specified time

5. Tax liability in respect of business income or any other

income outside India and details thereof

6. Details of pending tax litigations, if any, in any other

jurisdiction arising out of such tax liability

7. Tax liability arising out of ESOP schemes already

implemented

8. Status of assessments (in the following format)

Assessme

nt Year

Status

(completed

/ pending)

Pending at

which level

Dispute

details

Tax

liability

(Rs.)

Interest

liability

(Rs.)

Provision made,

if yes, details

(Rs.)

9. Details of any penalty / tax recovery proceedings

initiated against the Company

10. Details of applications, if any, made to the Authority for

Advance Ruling

11. Details of applications, if any, made to Income Tax

Authorities under section 195 or 197 of the Income Tax

Act, 1961

12. Copies of TDS returns filed


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13. Transfer pricing regulations

(i) Whether the transfer pricing regulations are

applicable to the company, if yes, provide details

(ii) Whether the company has complied with all the

procedures required under Chapter X including

submission of the accountant’s report within the

prescribed time

(iii) If not, the potential liability for non-compliance

14. Status of shareholding in the following format in

respect of each undertaking for which the company is

claiming deduction under section 10A/B

Details of shareholding

as at the end of the

financial year in which

the undertaking was set

up

Percentage of

shareholding carrying

voting rights

Details of

shareholding as at

the end of each

subsequent

financial year

Percentage of

shareholding carrying

voting rights as at the

end of each

subsequent financial

year

X X

Y Y

Z A

15. Details of loss of eligibility of any undertaking to claim

benefit under section 10A/B by virtue of the change in

shareholding as per Explanation 1 to section 10A/B

16. Certificate from the auditor that the undertaking/s are

eligible to claim deduction under section 10A/B

17. Carry forward and set-off of losses

(i) Details of change in shareholding, if any, which has

impacted the eligibility of the company to carry

forward and set-off losses as per the provisions of

section 79

(ii) Certificate from the auditor that the company is eligible

to carry forward and set-off losses as per the provisions of

section 79


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18. Certificate from the auditor that company is eligible to

claim the loss, if any, arising on purchase and sale of

securities or units and that such loss is not to be

ignored as per the provisions of section 94

[B] INDIRECT TAXES

1. Details of Company’s services / products (raw

materials, consumables, finished products) assessable

to indirect taxes

2. Details of any taxes/duties, interest and/or penalties

outstanding thereon

3. Details of returns filed, whether filed within the

statutory time period

4. Details any penalty / tax recovery proceedings initiated

against the Company, if any

5. Details of applications, if any, made to the Authority for

Advance Rulings

6. Status of assessments (in the following format)

Assessme

nt Year

Status

(completed

/ pending)

Pending at

which level

Dispute

details

Tax

liability

(Rs.)

Interest

liability

(Rs.)

Provision made,

if yes, details

(Rs.)

[XVIII] ENVIRONMENTAL MATTERS

1. Description of any hazardous materials used, stored,

manufactured or located at any facility owned, leased,

operated or used by the Company, Parent or any

Subsidiary either now or in the past, or that the

Company, Parent or any Subsidiary ships or

transports, the quantities of hazardous materials on

site at any time and the manner of storage and

disposition. (Hazardous materials means any

substance or any material containing a substance that


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could be considered toxic or hazardous under Central,

state or local law, including solvents, petroleum,

pesticides, paints, asbestos-containing materials, lead

based batteries, radioactive materials and PCB

containing transformers)

2. List of known any environmental liabilities, conditions

or issues, including any copies of any notices of

violation from any governmental agency, and a

description of any pending or threatened regulatory,

judicial, administrative or other actions relating to

environmental matters, or any known violations or

potential violations of applicable environmental laws.

3. Copies of all local, state and central permit,

certificates, registrations, plans and approvals relating

to environmental matters. Copies of all pending

applications for all local, state and central permit,

certificates, registrations, plans and approvals relating

to environmental matters. Any reports, notices or

correspondence relating to any purported violation of

environmental rules or regulations

4. Any reports, studies and other materials relating to

environmental assessments or audits, whether internal

or external, any engineering or consultant reports and

any sampling results from any soil, air or water tests

related to any real property or facility owned, leased or

operated by the Company, Parent or any Subsidiary

5. Description of any business facility of the Company,

Parent or any Subsidiary which emits or has emitted

any discharge of hazardous materials into the air, soil

or groundwater

6. Description of all wastes, hazardous and non-

hazardous, which are disposed off on and off site,

including locations of disposal and list of off-site

recycling or disposal facilities. Please include any

information concerning whether off-site facilities to

which the Company, Parent or any Subsidiary has sent

waste have been the subject of government

proceedings

[XIX] ASSETS

List of all cities and countries and states where property is


22

owned or leased or where employees are located, with

approximate size and number of employees at each

location

details date details date

IMMOVEAB

LE

Freehold

Leasehold

Building

Machinery

Equipment

Utilities

Spare

Capacity

MOVEABLE

[XX] EXCHANGE CONTROLS

1. Details of any foreign investors / shareholders, if any

2. Details of any Technical Collaboration agreements

entered into by the company, if any

3. Details of any payment to the foreign collaborator for

use of trade-name or trade-mark

4. Details of monies raised by the Company by way of

ADR/GDR issues

5. Details of any branch / WOS / JV set up by the

Company outside India

6. Details of any foreign securities transferred by the

Charge, lien, pledge, hypothecation, mortgage, easements and any others.

If insured, give details thereof.

Details of Location Ownership Year of

EncumberancesLitigation

Insured


23

Company

7. Details of External Commercial Borrowings raised by

the Company

[XXI] PROMOTERS

1. Age, qualifications, background and experience of the

promoters.

2. Details of litigation against the promoters, pending

statutory dues, defaults in payment to institutions by

the promoters. If not, furnish a statement certifying the

same.

3. Are there any Promoter group companies, for which an

application has been made to the ROC for striking the

name off from the Register of Companies, since the

companies are defunct companies.

4. Indicate if the Promoters have any other interest in the

business of the Company, other than as in the role of

promoters (for instance, whether any other business

which a promoter has any connection with the existing

business of the Company). If it is expected that in

future, the promoters would have an interest in the

business of the company, attempt to quantify the

impact of such an interest on the business of the

Company.

5. Full particulars of the nature and extent of the interest,

if any, of every director or promoter-

i. in the promotion of the company; or

ii. in any property acquired by the company within

two years of the date of the Offer Document or

proposed to be acquired by it.

iii. Where the interest of such a director or promoter

consists in being a member of a firm or company,

the nature and extent of the interest of the firm or

company, with a statement of all sums paid or

agreed to be paid to him or to the firm or company

in cash or shares or otherwise by any person

either to induce him to become, or to qualify him

as, a director, or otherwise for services rendered

by him or by the firm or company, in connection


24

with the promotion or formation of the company.

6. Any amount or benefit paid or given within the

preceding three (3) years or intended to be paid or

given to any promoter or officer and consideration for

payment of giving of the benefit.

7. Disclose all transactions with Group/ subsidiary

companies during the last three (3) years, indicating

the nature of transactions and the cumulative value of

transactions involved.

8. Changes in Promoters or Management since

incorporation (if any)

i. If original promoters are different from the existing

management, details in respect of them. Also give

reasons for the change in management in the past.

ii. Details of changes in the Board of Directors of the

Company during the last three years and a

certificate to that effect.

iii. Applicability and compliance of clauses 40A/40B of

the listing agreement/ SEBI take over code, if

applicable at the time of takeover by the existing

promoters.

9. Details of the Group Companies, which had been

listed in the past and subsequently

de-listed:

i. Date of incorporation

ii. Business of the Company

iii. Date of listing the Company and date of de-

listing

Information regarding companies promoted by the same

promoters:

1. Names and following details of all companies/

partnerships/ sole-proprietorships / firms / ventures

promoted by the promoters of the Company, directly or

indirectly, irrespective of whether these are covered

under section 370 (1B) of the Companies Act, 1956

shall be given. Also give details of such ventures of the

Promoters in the past, which may not be existent now


25

or which have been sold off.

Date of incorporation

Equity Capital

Board of Directors

Share holding pattern

Nature of activities

Past financial performance for the last three

years and any stub period that may be available

(Audited) (Copies of Annual Report to be

furnished)

Particulars

Sales and other

Income

PAT

Equity Capital

Reserves *

EPS (Rs.)

Book Value (Rs.)

* Net of revaluation reserves and misc. expenditure not written off (to be confirmed by the company)

2. Details in relation to Group company (ies) is having

negative networth, under BIFR supervision and/or

under winding up.

3. If any of the above companies has made any public or

rights issue, then the following information need to be

disclosed for the last issue:

Type of Issue.

Nature of Security.

Issue price of the security.

Current market price.

Particulars of change in capital structure, if an

since the date of the issue.

Statement on cost and progress of implementation


26

the project in comparison with the cost an

implementation schedule mentioned in the off

document.

Statement regarding the adverse factors related

such company regarding whether it has become

sick company under BIFR or it has made loss in th

immediately preceding year.

Copy of the offer document is required to b

furnished.

4. Disclose the details of the Sales or purchase between

companies in the promoter group where such sales or

purchases exceed in value in the aggregate 10% of

the total sales or purchases of the Company.

5. Details of pending litigations/defaults etc against each

such company.

Information regarding subsidiary companies of the

Company:

1. Furnish details of the subsidiary companies in the

following format:

Name

Date of Incorporation

Principal Business

Past financial performance for last three years in

the following format (copies of Annual report to be

furnished). If the subsidiaries follow a different

accounting period from the Company/ in any other

case, ensure the financial information cover the

most recent 36 months and any stub period that

may be available.

Particulars

Sales and other

Income

PAT

Equity Capital


27

Reserves *

EPS (Rs.)

Book Value (Rs.)

* Net of revaluation reserves and misc. expenditure not written off (to be confirmed by subsidiary)

2. Details of pending litigations/defaults etc by and

against each of the subsidiary (ies).

3. Memorandum and Articles of Association.

4. Give details of any business relation between the

Subsidiaries inter-se and relations with the Company.

5. Shareholding Pattern.

6. Board of Directors.

[XXII] COMPLIANCE WITH CLAUSE 49 OF LISTING

AGREMENT

1. Whether the Company has constituted the following

Committees:

i) Audit Committee

ii) Shareholders Grievance Committee

iii) Remuneration Committee

2. Date of constitution of such Committees.

3. Audit Committee:

Whether the Company has appointed atleast

three (3) directors as members of the Audit

Committee, two (2) of them must be Independent

Directors;

Whether all the members have financial

knowledge of which one (1) of them has

accounting or related financial management

expertise;

Whether the Chairman is an Independent

Director.

4. Whether the Material Non-Listed Indian Subsidiary*

Company has appointed atleast one (1) Independent

Director (who is on the Board of Directors of the


28

Company) as director on its Board of Directors.

The term “material non-listed Indian subsidiary” shall mean an unlisted subsidiary, incorporated in India,

whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated

turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately

preceding accounting year.

Note:

Please provide the copies of the documents in spiral binded sets for our record.

Please certify the copies as “true”.

copy of legal due diligence - comprehensive chk list

Documents