Project Dev: Status Update (As On January 04, 2021) : Strictly Private and Confidential
The document provides a status update for Project Dev as of January 04, 2021. It outlines 9 key items including due diligence, lender consents, business sections of the DRHP, non-business sections, the consolidated DRHP, industry report, restated financials, corporate governance compliance, and auditor deliverables. For each item, the document identifies responsibilities and provides a status including timelines for drafts, reviews, and approvals. The overall purpose is to track progress on preparing the documents required for an initial public offering.
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Project Dev: Status Update (As On January 04, 2021) : Strictly Private and Confidential
The document provides a status update for Project Dev as of January 04, 2021. It outlines 9 key items including due diligence, lender consents, business sections of the DRHP, non-business sections, the consolidated DRHP, industry report, restated financials, corporate governance compliance, and auditor deliverables. For each item, the document identifies responsibilities and provides a status including timelines for drafts, reviews, and approvals. The overall purpose is to track progress on preparing the documents required for an initial public offering.
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Strictly private and confidential
Project Dev: Status update (as on January 04, 2021)
Sr. No. Item Responsibility Status
Diligence is in progress Counsels, 1. Due-diligence Company to upload all updated documents as per DD checklist BRLMs and requisition lists on data room Draft of materiality threshold for litigation disclosure received Counsels, from SAM on Thu, Dec 31; Currently being discussed between Materiality Threshold for litigations BRLMs CAM and BRLMs CAM to share consolidated comments by Wed, Jan 06 Approach for diligence of hospitals, Counsels, Draft approach for diligence of hospitals, agreements, licenses, agreements, licenses, approvals etc BRLMs approvals etc. along with MIS awaited from SAM SAM and CAM to update on identification of lenders from whom consents needs to be obtained 2. Lender Consents Counsels Counsels to finalize lender consent / intimation tracker by Fri, Jan 08 Draft of consent letter to be finalized by Fri, Jan 08 3. Business sections Latham had shared draft of business section on Thu, Dec 24; GA and Kotak have shared their comments Business section Latham Latham to circulate revised draft of business section on Wed, Jan 06 after incorporating strengths and strategies Drafting call scheduled on Fri, Jan 08 Latham had shared draft of business section on Thu, Dec 24; Risk Factors section Latham GA and Company have shared their comments Drafting call scheduled on Fri, Jan 08 Company to share first draft of restated Ind AS consolidated financials for FY 2020, 2019 and 2018 by Tue, Jan 05 Latham to commence work on drafting MD&A section MD&A section Latham thereafter Latham to circulate draft of significant factors affecting business by Wed, Jan 06 Latham to draft Industry section after receipt of draft of Industry Industry section Latham report Consent letter from third parties named Company, Requirement to obtain consents, if any, to be examined from in Business section Counsels the next draft of Business section and Risk Factors section 4. Non-business sections Capital Structure First draft of Non-business section along with requisition list to Offer structure SAM be circulated by SAM on Wed, Jan 06 Objects Strictly private and confidential Sr. No. Item Responsibility Status History Promoters / Promoter Group Group Companies Board of Directors KMPs Approvals and licenses Litigations - Company - Promoters - Directors - Group Companies SAM, Will be circulated once advanced progress is made on the 5. Consolidated DRHP Latham Business and Non-business sections 6. Industry Report Company, Discussion ongoing with CRISIL and F&S on scope of report Industry report Industry Company to decide the Industry Agency by Tue, Jan 5 Agency Report likely to be finalized by first week of February Industry Industry agency to share the draft of their consent letter once Industry consent letter Agency appointed Company to share first draft of restated Ind AS consolidated financials for FY 2020, 2019 and 2018 by Tue, Jan 05 7. Unaudited Restated Financials Company First draft of restated financials with 9 months ended December 31, 2020 along with comparative to be circulated by last week of January Company to update on identification of Independent Directors 8. Corporate Governance compliance Company to be appointed on board and reconstitution of committees. 9. Auditor deliverables – EY (auditor from FY 2020) EY, CAM, Comments on list of auditor deliverables received from EY List of Auditor deliverables Latham CAM to share consolidated feedback with EY by Tue, Jan 05 Draft of Examination Report on Restated EY To be circulated by EY for review and comments Financials Restated audited financials for FY 2020, Company, Company to share first draft of restated Ind AS consolidated 2018 and 2019 (without December 31, EY financials for FY 2020, 2019 and 2018 by Tue, Jan 05 2020) Restated audited financials for FY 2020, First draft of restated financials with 9 months ended December Company, 2018 and 2019 (with December 31, 31, 2020 along with comparative to be circulated by last week EY 2020) of January Audit Report for 9 months ended To be circulated once finalized December 31, 2020, along with Company, To be uploaded on Company’s website, along with financials underlying financials (standalone + EY for FY 2020, 2019 and 2018 consolidated) Strictly private and confidential Sr. No. Item Responsibility Status First draft awaited from EY Comfort letter (CL) EY EY to inform if they need CL from any component entities Arrangement Letter (AL) EY First draft awaited from EY Due-diligence call EY To be scheduled prior to DRHP filing Consent letter EY First draft awaited from EY EY will share separate certificate confirming that peer review Peer review certificate EY certificate is valid will be provided First draft to be shared by EY Eligibility certificate EY First draft awaited from EY Statement of Tax Benefits EY First draft awaited from EY Certificate on Corporate Governance EY First draft awaited from EY EY mentioned there are no ESOP policies. ESOP certificate (compliance) EY Certificate will be required, in case Company approves new ESOP scheme Basis of issue price EY Will be covered by way of circle-ups Objects related EY To be evaluated by EY on finalization of objects of the Issue Certificate on capitalisation EY EY to cover by way of circle-ups EY Company to discuss with EY on possible acquisitions, identify Proforma financials materiality and explain the need for proforma financial statements EY Company to discuss with EY on possible acquisitions, identify Non-material acquisition materiality and explain the need for certificates in case of non- material acquisition Mock circle-ups on DRHP EY, Latham To be provided on advanced version of the DRHP 10. Auditor deliverables – BSR (auditors till FY 2019) BSR, CAM, Comments on list of auditor deliverables received from BSR List of Auditor deliverables Latham CAM to share consolidated feedback with BSR by Tue, Jan 05 Draft of back-to-back Examination Report on Restated Financials for FY BSR To be provided to EY for their reliance 2019 and 2018 First draft awaited from BSR Comfort letter (CL) BSR BSR to also share their draft with EY for review BSR to inform if they need CL from any component entities Arrangement Letter (AL) BSR First draft awaited from BSR Peer review certificate BSR First draft awaited from BSR Consent letter BSR First draft awaited from BSR Due-diligence call BSR To be scheduled prior to DRHP filing Mock circle-ups on DRHP BSR, Latham To be provided on advanced version of the DRHP 11. Independent CA certificates – ICA Peer review certificate. ICA Strictly private and confidential Sr. No. Item Responsibility Status Consent letter for the inclusion of the List of certificates required from ICA shared by CAM on Thu, name of the ICA and for inclusion of the ICA Dec 17 certified information. Feedback from ICA on the list of deliverables awaited. IPO eligibility certificate based on CAM to share draft formats of ICA certificates on receipt of restated consolidated financial feedback from ICA on list of deliverables statements in terms of Regulation 6 of the ICA SEBI ICDR Regulations. [For all points not being covered by Statutory Auditor] Certificate under the SEBI (Framework for Rejection of Draft Offer Documents), ICA Order 2012. Certificate on SEBI General Order 2015. ICA Certificate on SEBI General Order 2020. ICA Certificate on no material developments ICA post audit and stub period. Certificate/ AUP report on any financial, statistical and related information, and other operational information i.e. Key ICA Performance Indicators (“KPIs”), as applicable, and circle-ups of such KPIs in the Offer Documents. Certificate on outstanding loans, advances and working capital facilities ICA from banks and any other financial indebtedness. Certificate on outstanding dues to creditors and micro, small and medium ICA enterprises. Certificate on Promoters’ contribution. ICA Certificate confirming the average cost of acquisition per Equity Share for the ICA Promoters and Selling Shareholders. Certificate on weighted average price of Equity Shares acquired by the ICA Promoters and the Selling Shareholders in the last one year. Certificate for detailed information about past and outstanding options under ICA ESOP schemes disclosed in the Offer Documents. Certificate on tax litigations, if applicable. ICA Strictly private and confidential Sr. No. Item Responsibility Status Certificate on Related Party Transactions (i.e., the related party transactions entered into by the Company during the periods disclosed in ICA the Offer Documents have been entered into in accordance with the applicable laws). Certificate on reservations, qualifications ICA and adverse remarks. Certificate on changes in accounting ICA policies. Certificate on Dividend Declaration. ICA Certificate on material frauds, if ICA applicable. Certificate on financial line items of ICA Group Companies. Certification on insurance coverage. ICA Certification on bonus issuance, if applicable, to confirm that the same is ICA not out of revaluation reserves. Certificate on computation of ratios for disclosure in price band advertisement ICA and Prospectus. Certificate on basis of Allotment. ICA Certificate with respect to the Company and selling shareholders: i. securities transaction tax, ICA ii. stamp duty payable, iii. withholding tax, and iv. capital gains tax. Certificate on Offer expenses. ICA 12. Standard certificates, consents and undertakings From Company From Group Company(ies) From Promoters and Promoter Group CAM to share the draft of standard certificates with Company CAM, SAM, From Directors and SAM by Tue, Jan 05 Company From KMPs SAM and Company to review and share their comments Consent letters from Registrar, Bankers to the company, BRLMs, legal counsels Strictly private and confidential Sr. No. Item Responsibility Status CAM to share draft with BRLMs and Latham for comments on CAM, SAM, Tue, Jan 05 13. Selling Shareholder deliverables Shareholders Draft of certificates to be shared with SAM and selling shareholders by Fri, Jan 08 14. Agreements Counsels to review the SHA and evaluate the need for Amendment Agreement to SHA CAM, SAM amendment Offer Agreement CAM CAM to share first draft with BRLMs and Latham for review Registrar, Registrar and Ad Agency Agreement Advertising To be circulated once these agencies are appointed Agency Company to update on the status of acquisitions and provide 15. Proposed Acquisitions Company related documentations for diligence 16. Other items Amendment to Articles of Association Company Counsels to update if AoA needs to be amended Company to update on the timing of conversion of outstanding CCPS conversion Company CCPS Counsels to update if any shareholder has special rights that Shareholder rights Company needs to be dropped off from Articles SAM to share draft of resolutions with CAM and BRLMs for Resolutions Company review and comments Company website clean-up Company To be done closer to DRHP filing Company, Selling Engagement letter for BRLMs Shareholders To be executed prior to DRHP filing (SS) and BRLMs SEBI cover letter for DRHP filing, and CAM To be circulated closer to DRHP filing SEBI checklist Cover letter for DRHP filing with BSE SAM To be circulated closer to DRHP filing and NSE Documents to be filed with BSE and To be filed along with DRHP Company NSE for obtaining in-principle approval Drafts to be circulated closer to DRHP filing Demand draft for DRHP filing fees for Company To be finalized closer to DRHP filing SEBI and BSE Declaration pages of the DRHP, dated as on DRHP adoption date, to be executed by Company 5 sets required for DRHP filing - Directors - CFO Strictly private and confidential Sr. No. Item Responsibility Status - Selling Shareholders Bring-down DD call with Company All To be scheduled on DRHP filing date Advertising Advertisement will appear in newspapers after the date of DRHP filed advertisement Agency DRHP filing