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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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Vikas Maheshwari
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0% found this document useful (0 votes)
67 views7 pages

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.

Uploaded by

Vikas Maheshwari
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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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

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