DUE DILIGENCE CHECKLIST

For
INITIAL PUBLIC OFFER

[BOB CAPS | Confidential]

TABLE OF CONTENTS

Section No. Particulars

Risk Factors
1.
Intermediary Details
2.
General Information and records of the Company
3.
Capital Structure
4.
Objects of the issue
5.
Industry Overview
6.
Business of the Company
7.
History
8.
Promoters, Management and Human Resources
9.
Subsidiaries, Group and Associate Companies and Equity Investments
10.
Information on Financials of the Company
11.
Litigation Details
12.
Government Approvals
13.

[BOB CAPS | Confidential]

 SECTION 1: RISK FACTORS

Sr. Document Information/ Disclosure Status/Remarks

No.

1 All the internal and Risk factors which are specific to the project and internal
external risk factors to the company and those which are external and beyond
which in the opinion of the control of the Company.
the company may have
a material impact on the Review all pending litigations and to be listed in the order
operations of the Issuer of materiality and categories.
Company

SECTION 2: INTERMEDIARY DETAILS

The details of the intermediaries are to be given as follows:

Intermediary Details Name Address Tel. Fax. E- Website Name, Address, Tel.
Nos. No. mail address nos., fax no. and
email of the Contact
person

A BRLM

B Auditor’s of the
company

C Registrar to the
Issue

D Legal Advisor to
the issue

E Bankers of the
Company

F Bankers to the
Issue

G Advisors to the
Issue/ Issuer

H Syndicate
members

I Monitoring Agency

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J Company
Secretary &
Compliance
Officer

K 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

[BOB CAPS | Confidential]

 SECTION 3: GENERAL INFORMATION AND RECORDS OF THE COMPANY

Sr. Document Information/ Disclosure Status/Remarks

No.

1. Memorandum and Articles Shifting of the registered office of the Company and
of Association 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 Minutes of all the matters which are material in
general meetings of the nature and need to be mentioned in the offer
company document

3. Write-up and supporting Details of any restructuring of the company,

documents regarding acquisitions of business, mergers and acquisitions,
capital restructuring (e.g. amalgamations and revaluations of the assets, all
petition for mergers along forms of capital raising in the form of debt or equity,
with the scheme) and details of default and re-schedulement of debt.
company history

4. Any JV/ Shareholder’s

Agreements/ Arrangements

5. Restrictions, if any, on the

transfer and transmission
of shares

6. Copies of audited reports Details of significant decisions and policies

for the last 5 years adopted

7. Details of all credit ratings Copies of the letters received from the rating
received by the Company agency(s)) giving the name of the rating agency(s),
during the previous three credit rating, borrowing programme etc.
years

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

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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 Copies of the various registers maintained by the
Registers (as applicable): Company

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

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  Register of Foreign
Members and Debenture
holders
 Register and index of
debenture holders
 Register of Inter
Corporate Loans and
Investments
17. List and copies of all major Power of attorneys for all major decisions pertaining
power of attorneys granted to the company to be provided.

18. Details of Public Deposit

Schemes, if any

19. Details of the Unclaimed Refer Annexure II for format

Dividend by the Issuer
Company

20. Details of information about Copies of articles / press clippings on the Company
articles, etc. published in appeared in any magazine, papers, etc, Press
the media 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 Event for which the Form is Required

Name

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

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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

Due date Actual

Date of
of transfer date of
Dividend Amt. of 7 years return
Financial AGM to IEPF (30 unclaimed
payment Unclaimed completed filed with
Year Date days from dividend
date Dividend on ROC in
7 years transferred
form no. 1
completed) to IEPF

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

2003-04

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

Change in Name

Date of Old Name New Name Supporting Documents Remarks

Change

Format B

Change in Registered Office

Date of Old Address New Supporting Documents Reason for change

Change Address

Format C

Alterations to Memorandum and Articles of Association

Date of Memorandum Clause No. Articles Clause No. Short Particulars of Change
Change

[BOB CAPS | Confidential]

 SECTION 4: CAPITAL STRUCTURE

Sr. Document Information/ Disclosure Status/

No. Remarks

1. Details of the authorised capital, the issued Refer to Annexure I for format of the
capital, subscribed and the paid-up capital, details to be included
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

2. Details of the capital buildup since Details to include preferential

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

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

[BOB CAPS | Confidential]

 revaluation of assets.
5. Details of any outstanding financial
instrument(s) or right entitling anyone to
receive equity shares at the time of filing
6. 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.
7. 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;
8. 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

9. Details of the aggregate number of specified Name of the transferor, name of the
securities purchased or sold by the promoter transferee and the maximum and
group and/or by the directors of the minimum price of transacting the shares
company which is a promoter of the and the transaction dates
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.
10. 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

[BOB CAPS | Confidential]

 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.
11. 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.
12. 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.

[BOB CAPS | Confidential]

  Two years prior to SEBI/ RoC filing
 10 days prior to SEBI/ RoC filing
 As on SEBI/ RoC filing
13. Details of all buy-back, stand by and similar Notes to Capital Structure
arrangements for purchase of securities by
the promoters, directors and lead managers,
if any
14. The details of shares pledged, if any by the Notes to Capital Structure
promoters, then the details including name
of pledge, facilities availed and terms and
conditions of the pledge and agreement if
any.
15. Details of bridge loans, if any, taken against Notes to Capital Structure
proceeds of the Issue. Copy of the sanction
letter/ agreement, if any
16. Promoters to give consent to the Company Notes to Capital Structure
for lock-in of their shareholding, as per
SEBI guidelines
17. Details of additional lock – in of shares, if
any for a listed company.
18. Details of ESOP schemes, if any Notes to Capital Structure
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.
19. 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.
20. 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.
21. 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

[BOB CAPS | Confidential]

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

[BOB CAPS | Confidential]

Annexure I

Statement of changes in Authorised Capital

Date of Increased/ Decreased

Type of General
Sr. No General Remarks
Meeting
Meeting From To

Rs. _____ Rs. _____

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

Annexure II

Build of Paid-up Share Capital

Sr. Date of Type Number Face Issue Nature of Premium Cumulative

No Allotment of of Value Price Consideration Paid-up
Shares shares (Rs.) Capital
allotted (Rs.) (Rs.) (Cash, other
than cash etc.)

Annexure III

Details of shares issued for consideration other than cash or out of revaluation reserves

Sr. Date of Name of Number Face Issue Nature of Reason for Benefits
No Allotment the of Value Price Consideration issue accrued to
Persons shares the company
to allotted (Rs.) (Rs.)
whom
issued

[BOB CAPS | Confidential]

 SECTION 5: OBJECTS OF THE ISSUE

Sr. Document Information/ Disclosure Status/Remarks

No.

1. Requirement for funds – working For back up documents for each

project/object wise to be given ( Indicative of the each of the aforesaid
List) activity please

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.
2. Means of Finance- : To ensure 75% of stated means
of finance excluding amount
Details of how the total project cost is raised by IPO is tied up
proposed to be funded (IPO proceeds,
private Equity, Term Loans, Internal
Accruals, etc.). The following documents
as may be applicable

a) Copies of Sanction letter/

Agreement for the Term Loans
b) Copy of the Term Sheet and
Agreement in case of Private
Equity
3. 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 Statutory Auditor’s certificate for

deployment of funds till date including expenditure incurred on the
bridge loans or any other financial project till date stating source of
arrangement which may be repaid from
funds for the same.
the proceeds of the Issue up to a date not
earlier than two months from the date of

[BOB CAPS | Confidential]

 registering the offer document with the
Registrar of Companies

Details of the promoters’ contribution

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

7. 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. Nature of Back up document required and points to be taken into account
No. Activity

1. Setting up of Feasibility Report prepared by independent consultants or estimates of the

projects Company.
including
Expansion If the Company is raising capital for a project, the following details have to be
and provided:
Modernization
a. Actual expenditure incurred on the project upto a date not earlier than two
months of opening of the Issue.
b. Means and source of financing such expenditure.
c. 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

[BOB CAPS | Confidential]

 - 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 A complete perspective on the present working capital position vis-à-vis the
Capital projected one based on which the money is proposed to be raised in the public
requirement 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 a) For plant and machinery not ordered--- quotation to be received from suppliers.
Fixed Assets 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 a) Auditors certificate for the amount outstanding as on the date of the offer
loans 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

[BOB CAPS | Confidential]

5. Investment in a)
Objective of such investment
JV/ b)
Copy of the Agreement, if any
Subsidiary c)
Form of investment i.e. Debt, Equity or any other instrument.
d)
Benefit accruing to the issuer from such investment.
e)Last five year AR/audited financials of the JV / Subsidary
f)
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.
6. Acquisitions Company Estimates
and General
Corporate
Purposes

7. If one of the Details of the loan agreements, including the rate of interest, whether secured or
objects of the unsecured, duration, nature of security, terms of repayment, subordination etc. and
issue is the 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
grant of a
the same.
loan to any
entity

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

SECTION 6: INDUSTRY OVERVIEW

Sr. Document Information/ Disclosure Status/Remarks

No.

1. Industry Reports/ data/ statistics from Source of the information to be

government agency/ consultants regarding mentioned and appropriate back-
market demand and supply for the up for the same to be provided.
product, etc.
Consent/ NOC of the source to
be taken if required.

2. The industry overview to be provided as

per the requirement stated below:

a. Industry Introduction
b. Global Overview
c. Indian Overview
d. Future Outlook

[BOB CAPS | Confidential]

 SECTION 7: BUSINESS OF THE COMPANY

Sr. Document Information/ Disclosure Status/Remarks

No.

1. Detailed write up of the following:

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

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 Registration of all Title deeds,

properties owned by the Company stamp duty related issues

List and copies of Leave & License/ Lease Details of property(s) on lease.
agreements for properties owned and
taken on leave and license / Lease

All contracts and agreements for the Details of part consideration and
immovable properties proposed to be registration of documents and

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 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)
7. Land :

(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

[BOB CAPS | Confidential]

 affirmative statement.
8. 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/ Technical Names of collaborators, nature of

Collaborations/ Alliances/ Financial arrangement, place of
Agreement 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 Copies of all certificates of

company, directors and key management recognitions, short particulars
personnel of the Company about the awards won.

12. Plant capacity:

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

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 of which is required for the Company
 Details of any infringement of
intellectual property rights owned by
the Company
14. 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 with

suppliers/vendors/content
providers/publishers/customers and
providers of training infrastructure

17. Key Industry-Regulation

[BOB CAPS | Confidential]

 SECTION 8: HISTORY

Sr. Document Information/ Disclosure Status/Remarks

No.

1. Main objects of the Main objects as set out in the Memorandum of

Company Association of the issuer

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.

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,

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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.

[BOB CAPS | Confidential]

 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.
4. 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;
5. 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-

[BOB CAPS | Confidential]

 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 Authority for the issue

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. Details of various service

agreements and non-
competition and
confidentially agreements

[BOB CAPS | Confidential]

4 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.
5 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.

[BOB CAPS | Confidential]

 SECTION 9: PROMOTERS, MANAGEMENT AND HUMAN RESOURCES

Sr. Document Information/ Disclosure Status/Remarks

No.

1. Details of individual a) Complete profile, including name, age,

promoters 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 Interest of the promoter in the issuer Company

of the promoters
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  Names of promoter companies

Company  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

[BOB CAPS | Confidential]

  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.
4. Directors of the Company 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)

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

[BOB CAPS | Confidential]

 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. Details of other
directorships,
partnerships and Copies of latest Form 24AA
proprietary concerns of
the directors

6. Interest of directors, their Other information on Directors:

borrowing powers and
qualification shares and Interest of directors in the:
details of declarations
i) Promotion of the company,
made by directors in ii) Any property acquired by the issuer
respect of transactions company in the last two years
and contracts including
loans or borrowings with
related parties or to such The borrowing powers of the board. A copy of
parties in whom the the AGM/EGM resolution giving the powers to
directors have interest. 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 Details regarding constitution of various

various activities to be committees needs to be disclosed:
performed regarding
adherence to Corporate List of various committees formed by the
Governance Guidelines 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.

[BOB CAPS | Confidential]

8. Details of the permanent  Name, date of joining, qualification, term of
Key Managerial office with date of expiration of term and
Personnel who are on the details of service contracts including
termination/retirement benefits, if any,
rolls of the Company
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.

9. Details of changes in Key Details regarding changes in key personnel

Managerial Personnel particularly in charge of production, planning,
finance and marketing during the past 3 years
and reasons for the same
10. Organisation Structure 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

[BOB CAPS | Confidential]

 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 Details of the recruitment strategy, training

and programs programs and retention strategy

13. Dividend policy

[BOB CAPS | Confidential]

 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. Document Information/ Disclosure Status/

No. Remarks

1. Write up giving  Promoters of the company

details of the group  Name and type of organisation
companies and other  Registered Office of the Company
 Brief details of the business
companies promoted
 Shareholding pattern giving names of
by the promoters of individuals holding more than 10%
issuer Company  Board of directors
 Audited accounts for the last 3 years,
 Information regarding companies which have
become BIFR companies or are under winding
Other supporting up or have negative net worth
documents such as  Details of litigations and defaults involving the
annual reports, Company and the Promoters and Directors of
annual return, the company (who are also associated with the
Memorandum of Issuer Company.)
 Full particulars of the nature and extent of the
Association/
interest, if any, of every promoter,directors or
Partnership Deeds, group companies
etc.

Form No. 32 of the

Directors.

Certificate from
respective
Companies certifying
all the information.

2. For Subsidiary In addition to the above information the following

companies documents are required:

a) 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
3. If the Subsidiary(s)/ Year of issue, type of issue, issue amount, date of

[BOB CAPS | Confidential]

 group companies, etc closure of issue, date of completion of dispatch of
are listed details of all delivery of security certificates, issue price of the
issues made by them security, object of the issue, rate of dividend paid,
are required 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 The reasons of the disassociation together with the

companies which the terms of the disassociation.
promoters have
disassociated with in
the last three years

[BOB CAPS | Confidential]

 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. Document Information/ Disclosure Status/Remarks

No.

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 As per SEBI format

Assets and Liabilities

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 all the

contingent liabilities

7. Break up of Secured and Separately showing loans from

Unsecured loans promoters/ promoter group/ group
companies

8. Aeging Schedule of Sundry Break up of Sundry Debtors (separately

Debtors showing break up of receivables from
promoters/ promoter group/ group
companies)

9. Loans and Advances 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)

[BOB CAPS | Confidential]

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

11 Details of revaluation of assets.

12 Capitalization Statement SEBI format

13 Tax Benefits Statement SEBI format

14 Statement on basis on Issue Price SEBI format

15 Eligibility criteria regarding

dividend, net worth and net
tangible assets to be certified by
auditors

16 Aggregate market value of quoted

investments

17 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)

18 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.

19 In case the Company has one or The Consolidated Statement ( for the
more subsidiaries: 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

[BOB CAPS | Confidential]

 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.

[BOB CAPS | Confidential]

22 Please provide a list of critical
accounting policies.

Documents regarding any changes

in accounting policy effected by
the Company in the last three
years.

23 Correspondence and other

documentation relating to all
relationships between the
Company’s auditors and the
Company.
24 Documents related to any audit
committee pre-approval of non-
audit services by the Company’s
independent auditor.

Schedule of all non-audit services

currently being provided by the
outside auditors.

[BOB CAPS | Confidential]

 SECTION 13: LITIGATION DETAILS

For the entities mentioned below in the table, provide details of.

 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 involved.
 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.
Sr. Entities Information /Disclosures Status/Remark
No.

1. The Issuer company Details of all the litigations

should include:
2. Any company which will have material effect on
the company  Amount
 Date instituted
3. Directors of the Company  Principal parties
 Charges/allegations
4. Promoters and companies /firms promoted by  Forums before which
the promoters (group companies) the litigations are
pending
5. Details of the litigations where the promoters  Present status
 Implications of the
continue to be associated with and which is
issuer
pertaining to companies/ ventures/ firms with  Provisions made in the
which the promoters have been associated in financial statements
the past and are no longer associated with.

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

[BOB CAPS | Confidential]

 SECTION 14: GOVERNMENT APPROVALS

No Document Information / Disclosure Status/Remark

1. List of statutory approvals required Example:

from various government agencies
such as RBI, FIPB, SIA etc. for the SIA registration, approvals for foreign
proposed activities /project 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.

2. List of approvals that are required Example:

to undertake the proposed activities
and or continue the present Permission for electricity, water and other
business utilities from the relevant authorities’
environmental clearance, approvals
required for utilities, emission norms etc.

Copies of the approvals mentioned

3. Environmental clearance given by Copy if the certificate issued by the

the Pollution Control Board of the concerned authority
State Government or Central
Government as applicable for the
existing business

4. List of government approvals Copies of the applications made for the

required for the land and approvals listed and not yet received
construction thereon in the project,
details of technical approvals etc.

5. Review of material compliance Example:

reports filed and significant
correspondence with any regulatory Compliance reports and review by
agency environmental agencies

6. Review of any reports, notices or

correspondence to the company
regarding foreign payments or

[BOB CAPS | Confidential]

 compliance with any country’s
governmental regulations or
currency requirements

7. Review of any other agreements

executed by the company with the
Indian government, whether at the
central, state or municipal/ local
level.

8. Copy and/ or back ups for any

specific concessions being sought
by the company from Regulatory
Authorities

9. Approvals required in case of Approval from Department of Company

transfer of securities Affairs and RBI

10. Approvals for issuing securities to

investors other than Indian resident
(if any)

[BOB CAPS | Confidential]