LEGAL DUE DILIGENCE - Comprehensive CHK List

Rajani Associates, Solicitors Strictly Confidential
Solicitors & Advocates
Legal Due Diligence Checklist
Below is a list ofdocuments and other information that are to examine and review in connection with
the proposed Acquisition ofthe Company.This is a preliminary request, and upon review ofany
materials provided to them hereunder, additional requests for documents or information may be
forthcoming.
Please furnish for their review copies ofthe requested documents or indicate in writing on a copy of
this list that none exist.In addition, please provide a short summary ofeach 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 ifthey are not now existing or in effect ifsuch matters are
material), except as otherwise noted, and
(ii) each request applies to all past and present subsidiaries ofthe Company (“Subsidiary”) and
affiliates (ifany)and all predecessors, whether corporations, partnerships or joint ventures (for
purposes ofthis request, all such entities also are included in the term “BL ”or the “Company”
and are referred to as such).
"X" = Previouslyprovided;"H" = Provided herewith;"I" = Inapplicable
X/H/ Responsi Appen Rem ark

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[I] BASIC CORPORATE CHARTER DOCUMENTS
1. Organization chart
2. Certified copy of the Certificate of incorporation and

anyamendments thereto
3. Certified copy ofthe Memorandum ofAssociation
4. Certified copy ofthe Articles ofAssociation
5. Changes in corporate name or purpose;the supporting

resolutions and the filings for the same
6. List ofsubsidiaries, affiliates, branches, partnerships,

joint ventures, sales offices together with the following
details:
(i) Date ofacquisition/incorporation/commencement

(ii) Date ofclosure/disposal/cessation
["X" = Previ
ousl
yprovi
ded;"H" = Provi
dedherewi
th;"I" = Inappl
icabl
e]
X/H/ Responsi Appen Remark

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

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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:
x 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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x 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).
x 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.
x Further, all the litigations against the Promoter or

Directors involving violation of statutory regulations or
criminal offence shall be furnished in the offer document
x 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.
x The details of the past cases in which penalties were

imposed by the concerned authorities
x 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.
x Criminal charges under the IPC and violations of

securities law by the Directors/Promoters
x 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.
x 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.
x 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.
x 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.
x 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.
x 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.
x 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)
Status Tax Interest Provision made,

Assessme Pending at Dispute
(completed liability liability ifyes,details
nt Year which level details
/ pending) (Rs.) (Rs.) (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 Percentage of Details of Percentage of
as at the end of the shareholding carrying shareholding as at shareholding carrying
financial year in which voting rights the end of each voting rights as at the
the undertaking was set subsequent end of each
up financial year 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)
Status Tax Interest Provision made,

Assessme Pending at Dispute
(completed liability liability if yes, details
nt Year which level details
/ pending) (Rs.) (Rs.) (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
21
owned or leased or where employees are located, with

approximate size and number of employees at each
location
Encumberances
Litigation
Details of Location Ownership Year of i Insured
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
i Charge,lien,pledge,hypothecation,mortgage,easements and any others.

h Ifinsured,give details thereof.
22
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
23
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
24
or which have been sold off.
x Date of incorporation
x Equity Capital
x Board of Directors
x Share holding pattern
x Nature of activities
x 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 bythe 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:
x Type of Issue.
x Nature of Security.
x Issue price of the security.
x Current market price.
x Particulars of change in capital structure, if an

since the date of the issue.
x Statement on cost and progress of implementation
25
the project in comparison with the cost an

implementation schedule mentioned in the off
document.
x 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.
x 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:
x Name
x Date of Incorporation
x Principal Business
x 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
26
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:
x Whether the Company has appointed atleast

three (3) directors as members of the Audit
Committee, two (2) of them must be Independent
Directors;
x Whether all the members have financial

knowledge of which one (1) of them has
accounting or related financial management
expertise;
x 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
27
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:
9 Please provide the copies of the documents in spiral binded sets for our record.
9 Please certify the copies as “true”.
28

LEGAL DUE DILIGENCE - Comprehensive CHK List

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Rajani Associates, Solicitors Strictly Confidential

Solicitors & Advocates

Legal Due Diligence Checklist

Unless otherwise indicated:

"X" = Previouslyprovided;"H" = Provided herewith;"I" = Inapplicable

X/H/ Responsi Appen Rem ark

2. Certified copy of the Certificate of incorporation and

3. Certified copy ofthe Memorandum ofAssociation

4. Certified copy ofthe Articles ofAssociation

5. Changes in corporate name or purpose;the supporting

6. List ofsubsidiaries, affiliates, branches, partnerships,

(i) Date ofacquisition/incorporation/commencement

X/H/ Responsi Appen Remark

8. Members of Audit committee / Remuneration

9. Name and address of Auditors

10. Name and address of Company Secretary/Compliance

11. Name and address of legal advisor.

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

13. Minutes of the meetings of the shareholders/ members

14. Registers maintained by the Company

(i) Annual Returns filed by the Company with the

X/H/ Responsi Appen Remark

(ii) Balance Sheet filed with the Registrar of

(iii) Compliance reports by the Company Secretary

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

(v) Please also provide copies of all disclosures

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

(vii) Confirmation that the Company has not issued

(viii) Resolutions regarding amendments to the

(ix) Intimation to the existing shareholders regarding

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

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

X/H/ Responsi Appen Remark

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

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

17. Copies of all Form 22A towards shareholders consent

[II] CAPITAL STOCK

1. Capitalization table showing summary of authorized,

2. List of shareholders/ warrant holders/ debenture

3. List of all stock transfer orders/legends

4. Samples of share certificates, options and any other

5. All material press releases issued by the Company

6. Private placement memoranda

7. Agreements covering sale of shares

8. Any agreements and other documentation (including

9. All stockholder, or other similar agreements covering

X/H/ Responsi Appen Remark

[III] EMPLOYEE STOCK OPTION PLANS

1. Stock Option Plan and related agreements

2. List of outstanding options or similar securities

3. Details of warrants issued, converted and equity

[IV] STOCK EXCHANGES

1. Listing agreements entered into with each stock

2. Intimation to the stock exchanges on the ADRs issue

3. Permission from the stock exchanges for listing of the

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

5. A copy of the certificate submitted to the stock

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

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

X/H/ Responsi Appen Remark

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

10. Any arrangement with stock exchange or Securities