Note on for rendering Advisory Services for Initial Public Offer (SME Listing)

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Note on for rendering Advisory Services for Initial Public Offer (SME Listing)

Date: 24th June, 2015

To,

THE BOARD OF DIRECTORS

Subject: Proposal for rendering Advisory Services for Initial Public Offer (SME Listing)

Dear Sir,

As discussed, we are pleased to forward you our proposal with reference to the captioned subject.

 SCOPE OF THE SERVICES:

1. Advising on the business valuation of the Company after understanding existing business model and various business processes;
2. Conversion of existing mode of business into Public Limited Company;
3. Updating corporate secretarial records of the Company and collating entire legal records for undergoing due diligence exercise;
4. Arranging meetings with probable Book Running Lead Merchant Bankers (“BRLM”) for the proposed Initial Public Offering on SME Platform of BSE / NSE Stock Exchange;
5. Assisting the promoters in short-listing as well as finalizing BRLMs as well as other intermediaries such as Legal Advisors, Credit Rating Agency, etc.;
6. Assisting the promoters while undergoing Legal due diligence of corporate records by supplying necessary documents, replying to their requisition list, etc.;
7. Assisting BRLMs in preparing Offer Documents and its finalization;
8. Filing Offer Document with ROC, Stock Exchange, SEBI and any other regulatory authority for getting necessary clearances;
9. Providing necessary guidance on projecting business image of the Company;
10. Provide guidance on the entire IPO timeliness and taking adequate measures to avoid procedural delays, wherever possible;
11. Filing documents with Stock Exchange for the purpose of Listing and ensuring compliance of the listing agreement;
12. Advising on the Corporate Governance issues such as related party transactions, appointment of Independent Directors, formation of various committees and their functioning;
13. Providing required support services on on-going basis to the promoters throughout the IPO process.

 TIMELINE:

Subject to timely receipt of information, documents and payment, entire IPO process may take 6 – 12 months from the kick-off date.

 OVERALL COST

Based on our past experience, we can indicate that overall cost of raising funds in primary market ranges anywhere between 10 – 15 % of the IPO size. This covers all foreseeable expenses such as our as well as BRLM and other intermediaries fees, out-of-pocket overheads, audit fees, financial due diligence cost, travelling, food and related expenses.

 PROFESSIONAL FEES:

We are pleased to inform you that the professional fee for the assignment will be discussed in the meeting and Government Fees would be charged at actual.

 TERMS OF PAYMENT:

1. 25% payable in advance to kick-off the IPO activity;
2. 25% upon completion of Legal due diligence;
3. 25% upon filing of Draft Offer Document with Stock Exchange and
4. Balance is payable after obtaining regulatory clearances.

 CHECKLIST:

Initial regulatory due diligence checklist of information and documents is covered in the latter part of this proposal.

You are requested to kindly convey your acceptance to the proposal by signing the second copy of this letter.

We look forward to have happy and mutually fulfilling association with you.

Thanking You.

Yours faithfully,

Sd/-
CS Pramodkumar R. Ladda
Company Secretary

I/we accept the above terms and conditions and authorize you to submit returns and documents with the government authorities on my/our behalf and also pay requisite filing and other fees and charges on our behalf.

____________________________________
THE BOARD OF DIRECTORS

About us:

We are a team of qualified Company Secretaries, Chartered Accountants and Advocates holding vast academic as well as professional qualification. We provide various corporate advisory services on Business Establishment (Formation), Corporate Compliances, Tax Planning, Due Diligence, Business Valuations, Business Restructuring, FDI / ODI and other FEMA related consultancy, Advisory on day-to-day business activities from Professional point of view.
We work collaboratively using connected thinking to develop fresh viewpoints and practical advice. We are always striving to cross new horizons by exploiting new avenues of services through new learning.
With innovative strategies navigating sharp turns with confidence we are committed to work with clients to deliver the solutions that help them take on the challenges of the ever-changing business environment without worrying about statutory compliance part.
We believe Courage, Concentration, Consistency and Co-operation (4C’s) can take you to greater heights and boost your morale to cross challenging milestones. We understand hard-work is an inevitable part of building strong business foundation. Promoters’ dedication leads the business. However, for running a boat, its owner needs a sailor who can sail the boat to its ultimate destination while facing all kinds of turbulence. Likewise for running a business, every promoter needs a ‘Navigator’ who ensures adequate risk mitigation system is in place to augment the yields. This also maximises shareholders’ wealth and leads to wider participation of investors in the business.
Role of a ‘Navigator’ is to make sure that Promoters’ duties and responsibilities towards employees, shareholders, investors, regulatory authorities and society at large are timely fulfilled.
Every business flourishes to its maximum level with the aid of a perfect Navigator who possesses ample steering experience with a close eye on current developments / regulatory environment.

INITIAL REGULATORY DUE DILIGENCE CHECKLIST

1. SECTION I – GENERAL INFORMATION
2. SECTION II – CAPITAL STRUCTURE
3. SECTION III– HISTORY
4. SECTION IV – MANAGEMENT
5. SECTION V – INVESTMENTS
6. SECTION VI – BUSINESS AND BUSINESS AGREEMENTS
7. SECTION VII – TAXATION AND INSURANCE

INITIAL REGULATORY DUE DILIGENCE CHECKLIST

Requirement Company’s Remark & details of documents/ certificates provided by the company
SECTION I – GENERAL INFORMATION
1. Please supply a copy of the director’s report and audited accounts of the Company since incorporation. Also provide any recent interim unaudited financial statements
2. Internal audit reports, if any since incorporation
3. Minutes of Board, Board Committee meetings, if any and general body meetings of the company since incorporation
4. Copies of all forms filed with the Registrar of Companies (“RoC”) since incorporation along with ROC receipts and back-up resolutions and statutory registers of the Company.
5. Copies of Annual Returns filed by Company under Companies Act along with copies of certificates and documents required to be annexed thereto(since incorporation), and the following statutory registers up-to-date required to be maintained under Companies Act:
a) Index and Register of Members;
b) Register of Transfer of Shares;
c) Register of Loans, Investments, Guarantees and Securities under Section 372A of Companies Act;
d) Register of Charges;
e) Register of Contracts, Companies and Firms in which Directors are interested (u/s 301);
f) Register of Directors etc. u/s 303;
g) Register of Director’s Shareholdings;
h) Register of Investments in shares or securities not held in Company’s name u/s 49;
i) Duplicate of Foreign Register of members, if any; and
any other Register required to be maintained by the Company under the Companies Act.
6. Copies of all statutory RBI/ GoI/ FIPB/ various Government of India agencies clearances and approvals received and copies of applications made (if approval(s) awaited) e.g. SIA registration, factory license(s), PAN card, environmental clearance, forest approvals, approvals required for utilities, municipal and local clearances, emission norms, approvals from the pollution control board, approvals for foreign investment, excise, sales tax and VAT approvals, approvals for export etc, along with details of approvals applied for but not received and approvals to be applied for. (compliances as per the applicable provisions of the Acts mentioned in the Annexure I)
7. List of and copies of relating to all material laws affecting operations of the Company, including local and regional laws and rules including local government or semi-government body directives.
8. Copies of applications made to and the approvals from the Secretariat for Industrial Assistance/Foreign Investment Promotion Board (“SIA/FIPB”) and the Reserve Bank of India (“RBI”) required by the Company or its shareholders for any direct or indirect foreign investment or technical collaboration in the Company, whether past or present.
9. List of approvals that are required to undertake and continue the business e.g. permission for electricity, water and other utilities from the relevant authorities, along with details of approvals applied for but not received and approvals to be applied for.
10. Confirmation that the Company, its directors, any of the Company’s associates of group companies, and Companies with which the directors of the Company are associated as directors or promoters, has not been prohibited from accessing the capital market under any order or directions passed by SEBI. If the promoter is a body corporate, then confirm and disclose that none of the directors or the person(s) in control of the body corporate has been prohibited from accessing the capital market under any order or direction passed by SEBI.
11. Recent analyses of the Company prepared by investment bankers, engineers, management consultants, accountants, rating agencies or others, including marketing studies, credit reports and other types of reports, financial or otherwise, including any Appraisal Report and any report submitted to any bank or financial institution for purpose of availing any credit facilities.
12. Company management organization chart.
13. Corporate organization chart showing holding company, subsidiaries, joint ventures (both incorporated and unincorporated), associates, affiliates, divisions, branches and description of operation/functions of the Company. Also show for each subsidiary, joint venture, associates and affiliates the equity percentage owned by the Company.
14. Details of registered office, corporate office, any branch, agency, place of business or any permanent establishment inside and outside India, including address, brief description of business and details of the personnel involved, along with details of all local registrations related to such offices.
15. Material compliance reports filed and significant correspondence with any regulatory or governmental agency.
16. Reports, notices or correspondence to the Company regarding foreign payments or compliance with any country’s governmental regulations or currency requirements.
17. Any agreement(s) or contract(s) executed by the Company with the Indian government, whether at the central, state or municipal/local level.
18. Other than those listed above, all reports filed with, and significant correspondence sent to, any government/ regulatory agency, in India or abroad, by the Company or any of its associates.
19. Copies of all currently valid powers of attorney granted by the Company.
20. Copies of agreements, if any entered into by the company with Strategic/Financial Partner(s)
21. Back-up documents for any specific exemptions /concessions being sought from any regulatory authorities
SECTION II – CAPITAL STRUCTURE
2. Authorised, Issued, Subscribed and paid up capital
• Number of Shares
• Face value
• Classes of shares of the Company, if any
3. Details of the types of shares and the rights and restrictions attached to different types of shares. Have any shares been issued with differential voting rights?
4. Details of any outstanding financial instrument(s) or right entitling anyone to receive equity shares or any other shares after the issue.
5. Names and details (number of shares held by them, type of entity holding shares, etc.) of all shareholders of the Company, including shareholders that are not resident in India
6. Details of change in denomination of shares of the Company, that is change in face value/ subdivision/ split of shares
7. Details of share capital issued in the past, since incorporation, giving details such as date of issue, number of shares, face value, issue price, nature of allotment rights, bonus, etc.), cumulative capital, etc. Further, details of any share split/consolidation, issue of shares otherwise then for cash (with reasons thereof), any reduction in capital shall also be disclosed
• The Board and EGM resolution authorizing such action, and forms filed with RoC
8. Agreement or arrangement (oral or written) with all managerial personnel of Company including Director(s) providing for or leading to any direct or indirect interest in the share capital of the Company
9. Are any shares of the Company pledged with any bank, financial institution or other person? If so, please furnish details including name of pledgee, facilities availed and terms and conditions of the pledge and of the facility/facilities for which pledge has been extended along with relevant document(s).
10. Name of all bodies corporate in which the Company or any of its subsidiaries owns or has agreed to subscribe for any shares or stock including loan stock.
11. Copy of any Agreement relating to such companies to which the Company or its subsidiaries or associates is a party.
12. Details of any encumbrances, charges, liens or any pledges created on the shares of the Company or its subsidiaries. Also provide any agreement evidencing or relating to any borrowings by any shareholder, Director, officer or Promoter of the Company pursuant to which any outstanding lien or encumbrance was created on any shares or properties of the Company or any guarantee was provided by the Company
SECTION III– HISTORY
1. History of the Company including
• Date of Incorporation
• Dates on which the Memorandum of Association of the company have been amended, if any, citing the details of amendment, along with copies of relevant resolution(s) duly certified.
2. Main objects of the Company
3. Trace the major events in the history of the company including
• Corporate profile of the company regarding its history, description of the activities, services, products, market of each segment, growth of the company, standing of the company and/ or its products and its management, the major suppliers and customers of the company, environmental issues if any. In case the present promoters have acquired the controlling interest, state details such as date of acquisition, terms of acquisition, consideration and compliance with the applicable provisions of the Companies Act, 1956/2013.
• Capacity/ facility creation, location of plant, products, marketing competition, details of past projects, time and cost overrun etc.
• Injunction/ restraining order, if any towards the company
• Details of any restructuring
• Complete details of acquisitions of business/ undertakings/ mergers/ amalgamation/ revaluation of assets since incorporation
• Changes in the activities in the since incorporation of the Company which have had a material impact on the profit/loss of the company including discontinuance of lines of business, loss of agencies or markets and similar factors
4. Details of litigations and defaults (as per Annexure II)
5. A description of any and all strikes, lockouts, slowdowns and other labor disruptions at any of the Company’s facilities and any claim of unfair labor practices or petitions filed with central, state or local or governmental authorities with respect to workers at the Company’s facilities.
6. Is the Company now, or has it been, a close/defunct company’? If so, please supply details of any directions, which have been made, and which are outstanding. Has it received any notice or intimation that any such direction(s) will be made? If so, please supply details.
SECTION IV – MANAGEMENT
1. Board of Directors
Form 32/DIR-12 as filed with RoC
A. Other directorships of each of the directors with latest Form 24-AA /MBP-1
B. Changes in the directors in the three years preceding the date of filing the offer document: dates of appointment, resignation and reasons for resignation – along with along with copies of 32
C. Board resolution/ contract for the appointment and the remuneration of the managing director and other directors receiving remuneration.
D. Interests of Directors, family relations with any other Directors or key management personnel of Company or any subsidiary thereof, their borrowing powers and qualification shares. List indicating all companies, firms, sole proprietorships etc. in which the Directors are interested and the nature of such interest.
E. Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person was selected as Director
F. The cumulative amount of compensation paid, and benefits in kind granted, to Directors, 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.
G. 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.
H. Number of shares held by Directors in the company
I. Date of expiration of current term in office and details of directors’ service contracts with the company providing for benefits upon termination of employment, or an appropriate negative statement.
J. Declarations made by the Company’s directors under Section- 274(1)g of the Companies Act, 1956/2013 in the last five years.
K. Declarations/ Disclosures made by the Company’s Directors under Section- 299 of the Companies Act, 1956/2013 (in form 24-AA) in the last five years.
2. Key managerial personnel:

The following details about key management personnel (I.e., officers vested with executive powers and the officers at the level immediately below the board of directors of the Company and includes any other person whom the Company may declare as a key management personnel of Company:
i) Name, age, educational qualifications, details as to the length of service and date of appointments of key managerial personnel, details of past employment(s) including positions held in each employment, position held and responsibilities in current employment
ii) The nature of any family relationship between any of the key managerial persons.
iii) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any key managerial person was selected.
iv) During the last FY, the amount of compensation paid, and benefits in kind granted, to key managerial persons, 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 cover contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date.
v) 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.
vi) With respect to the persons listed under this head, disclose as to their share ownership in the company
3. Copies of employment contracts and sales commission agreements for employees, if any
4. Changes in the key managerial personnel in the past three years: dates of appointment, resignation and reasons for resignation
5. Organisation structure – with names, designations, functions and responsibility
6. Number of employees in each division or department; for example, sales, administration, finance etc.
7. Details of Contract Labour and Registration with Contract Labour Authorities.
8. Documents providing for any bonus, retirement and/or retrenchment benefits, profit sharing, incentive compensation, welfare and other employee benefit plans or agreements of the Company.
9. Copies of all agreements or arrangements restricting the transfer of shares, or relating to the management, ownership or control of the Company, and any other agreements which define or limit the rights of the shareholders of the Company, for pre-emptive right to the shares of the Company or options to subscribe to the shares of the Company, or any commitment to create, issue or transfer shares or conversion of loan into equity or share conversion rights such as through convertible bonds and convertible debentures or restrictions upon voting rights or upon the declaration or payment of any dividends or relating to the issuance of additional share capital. Copies of any other shareholder’s agreements. The aforesaid agreements have to be furnished even if the Company is not a party to such agreements, as long as Company is aware of such agreements.
10. Review of full particulars of any pension plan, pension or ex-gratia arrangement, or proposed pension scheme, covenant or life assurance schemes of the Company. Details on compliance of the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952 maintaining of the registers prescribed thereunder and details of contributions and employees covered thereunder. Details of any other Provident Fund scheme or Trust. Details of availing any infancy benefits under Provident Fund and Bonus laws. Annual Provident Fund return filed since incorporation.
Details of bonus payments and registers required to be maintained pursuant to the Payment of Bonus Act. Details of compliance with Payment of Gratuity Act or other Gratuity/Super-Annuation Fund Scheme and any other Employee Welfare Schemes in existence.
(compliances as per the applicable provisions of the Acts mentioned in the Annexure I)
11. Details of any sickness/disability schemes.
12.
• Particulars of any trade unions; any applicable national, state or local trade union contracts or agreements, details of any grievance/disciplinary procedures, basic details of any special redundancy arrangements established and basic details of any labour disputes since incorporation. Particulars of any trade unions; any applicable national, state or local trade union contracts or agreements, details of any grievance/disciplinary procedures, basic details of any special redundancy arrangements established and basic details of any labour disputes in the last five years.
13. Details of and copies of any secrecy and non-compete agreements with employees, ex-employees engaged in the Company and other companies.
14. Details of any agreements or arrangements in respect of the Company, not covered by the above questions and whether legally binding or not, made otherwise than in the ordinary course of business of the Company or on arm’s length terms between the Company and any director, employee or associate of any such director or employee.
15. Details of any executive/employee share option schemes, or profit sharing schemes and any executive incentive compensation plans (if any).

SECTION V – INVESTMENTS
1. Details of any investments pledged as security of loans.
2. Details of any investments in any other company, partnership, association or any other person, including copies or details of any agreements/ arrangements with other investors
3. A schedule with the names of all companies that the Company controls either wholly or partly through its right to appoint an additional seat on the board of directors.
SECTION VI – BUSINESS AND BUSINESS AGREEMENTS
1. Project/ Plant/ Manufacturing Facilities – For each project / plant / manufacturing facility, please provide the following:
• Location of the facilities
• Technical characteristics of each plant
• Feasibility studies for each project
• Plant and machinery, technology, process of manufacturing, etc.
• Details of municipal tax and local tax compliance
• Availability of raw material
• All significant leases of real property and all leases of any substantial amount of personal property to which the Company is a party, either as lessor or lessee
• Material operating problems (if any)
• Progress of plants under construction
• Historical revenues and costs by plant
• Sources of other income (if any)
• Projected capital expenditure forecast by plant/location
• Environmental issues
2. Nature of products, consumers and end users, including dependence on customers, suppliers, dealers etc (in India or abroad)
3. Seasonality of the business
4. Details of the market including details of competition, past production figures for the industry, existing installed capacities, past trends and future prospects regarding demand and supply forecasts, projections, budgets etc, as applicable
5. Manpower: Details of the recruitment strategy, training programs and retention strategy
6. Infrastructure facilities for raw materials and utilities like water, coal, electricity, etc.
7. Marketing strategy
a) Approach to marketing and marketing set up
b) Brand names/ service marks owned by the Company (and whether they are registered in the name of the Company). In case the brand name is not registered in the name of the company, the name in which it is registered should be disclosed. In case the brand name is registered in the name of firm/company in which the promoters are interested the same shall be disclosed together with the salient features of the agreement entered into for the use of brand by the company. If the Company is entitled to certain trade marks, IPRs, brand names etc. state whether the same are legally held by the company and whether all formalities in this regard have been complied with.
8. Land
a) The names of the entities from whom the land has been acquired/ proposed to be acquired along with the cost of acquisition, along with the relation, if any, of such entities to any promoter or director of the Company
b) Details of whether the land acquired by the Company is free from all encumbrances and has a clear title and whether it is registered in the name of the Company.
c) Details of whether the Company has applied/ received all the approvals pertaining to land.
9. Environment
a) Do any of the businesses of Company, or joint venture of the Company emit, discharge or release any of the following into air, water, sewage systems and/or land, or manufacture, process, distribute, use, treat, store or dispose, transport or handle:
(i) Contaminants;
(ii) Flammable substances;
(iii) Toxic materials;
(iv) Hazardous substances;
(v) Wastes, whether liquid, gaseous or solid;
(vi) Noise.
b) In respect of any authorizations pursuant to the environmental legislation required by the business of the Company or joint venture please provide copies of them and state:
(a) Whether any authorizations are pending and produce copies of all applications;
(b) All refusals;
(c) All variations;
c) The date of expiry of all authorizations;
(a) Any special conditions attached;
(b) All surrenders; and
(c) All correspondence with any authority or official body in connection with them.
d) List and description of all notices, enforcement actions, investigations or claims (whether by way of legal proceedings or otherwise) of violation of environmental legislation and provide copies of all correspondence.
e) Please provide all correspondence and notices relating to any threatened or actual suspensions, revocations or limitations of the Company’s or joint venture’s businesses’ authorizations pursuant to the environmental legislation.
f) List and provide details of all incidences and circumstances of spills, discharges, leaks, omissions, injections, escapes, deposits or releases other than those permissible pursuant to authorizations held by the business(es) of the Company or any joint venture or permitted by environmental legislation.
g) Please list all obligations or liabilities (absolute or contingent) with respect to the storage, treatment, clean up or disposal of any substance, material or waste required.
h) In respect of each environmental audit undertaken please provide a copy and state whether any recommendations or advices were implemented or complied with by any body or authority pursuant to the environmental legislation; the date of the audit; and the reason for the audit.
i) Schedule of historical, actual and budgeted compliance expenses or capital expenditure items relating to environmental or health and safety matters
j) Any environmental statements or policies adopted by the management or board of directors
10. Collaborations/ alliances:
a) Details of collaboration, performance guarantee or assistance in marketing by collaborators.
b) Following information regarding persons with whom technical/financial collaborations have been entered into: (i) Names (ii) nature of arrangement(s) along with copy of agreement(s) (iii) place of registration, year of incorporation, (iv) paid up share capital (v) turnover in the last financial year of operations (vi) general information regarding such persons relevant to the Company
c) Whether the Company has obtained the necessary approvals in respect of any arrangements/ agreements.
d) If a default or any violation is made in obtaining statutory and regulatory approvals, then state the details of such default or violation.
e) Details of dealings (buying /selling/investments/other dealings) with companies/entities/governments in overseas countries in respect of the Company.
11. Capacity and capacity utilization
f) Give existing installed capacities for each product, present and during the previous three years, proposed capacities for existing and proposed products and the assumptions for future capacity utilisation for the next three years (from the date of commercial production) in respect of existing and proposed products
g) Is the projected capacity utilization higher than the actual capacity utilization for the last three years by more than 25%?
12. Property
A. Property: the lease agreements or the agreements of conveyance made out towards each of the properties used by the company. In respect of each property, which is used/owned/leased/licensed by or to the Company.
B. Furnish the following:

(a) Provide copies of any occupational leases and tenancy agreements;
(b) Provide copies of any licenses;
(c) Provide copies of any rent review memoranda;
(d) Provide particulars of rent or service charge arrears;
(e) Provide details of any mortgages, charges, guarantees or other securities given.
C. Please supply copies of planning permissions (if any) for:

(a) the present use of each of the properties;
(b) Any development that has been carried out at any of the properties in the last five years;
D. Please identify matters in the hands of lawyers in respect of any of the properties and provide for each matter: –

(a) Estimates of costs incurred to date;
(b) Details of the current state.
E. Please identify all properties where the Company, any Subsidiary or joint venture has entered into any guarantee or surety relationship, which is still subsisting.
F. Compliance with all local and municipal laws, rules and regulations and payment of all rents, rates, taxes, duties etc.
G. Names and addresses of all persons (other than tenants) in occupation of any of the properties owned by the Company and details of their occupations.
H. Details of the existing uses of each of the properties owned or occupied by the Company.
I. Details of all major works of repair carried out to any of the properties owned by the Company within the last five years together with details of any major works which are anticipated or required to be carried out of which the Company is aware.
J. Details of any unusual or onerous rights, informal arrangements, covenants, conditions, restrictions, reservations, easements or other matters or of any past, present or anticipated disputes affecting the use of or otherwise any of the properties owned or occupied by the Company.
K. Details of all notices relating to any of the properties which have been served upon or received by the Company or served by the Company.
L. Confirmation that the properties have all requisite rights and easements to enjoy the full and uninterrupted use of services and access to such properties.
M. Copies of the current insurance policies for the properties whether taken out by the lessor or by the Company
N. In case or property let out by the Company names and address of all tenants of the Company identifying the particular tenancies under which they hold the parts of the properties comprised therein and the nature of the businesses carried on by the tenants.
O. Confirmation that all covenants and conditions contained in any tenancy document or other document entered pursuant to such tenancy have been complied with by the lessor and by the lessee.
P. Details of the rents license fees or other payments to the Company. Have either the Company or any tenant served any rent review notice or has there been any other correspondence relating to the same.
Q. Details of any insurance of the properties taken out by the Company or by any tenants.
R. Details and copies of any mortgages, charges or deeds of hypothecation (including fixed and floating charges), both on (i) real property; and (ii) moveable or other personal property of the Company.
S. Details of any professional valuations, if done along with copies of the valuation report(s).
T. The Company should also provide details of the areas of the properties occupied by them (if not included in the lease or leave and license agreements) and the facilities that are housed in the properties.
U. Equipment: the ownership details of the main equipment supported by the relevant documents. Also outline the purchase policy, the main suppliers, the uniqueness of the various machinery etc.
V. Website: site URL, the registration details, agreements, if any with other companies/entities /persons to provide content.
W. The details (capacities, authority etc) of the utilities in terms of the electrical connections, leased lines, or any other form of internet connectivity supported by relevant documents
13. Export possibilities and export obligations, if any
14. Copies of any joint venture or collaboration agreements or arrangements among the shareholders of the Company, including the shareholders agreement, technical know-how licensing, technical assistance, trademark licensing and equipment supply agreements.
15. Risk to the Company on failure of sub-contractors, distributors.
16. Alternative arrangements in event of shortage of supply of raw materials.
17. Details of the manner of marketing the services provided/ products manufactured by the Company and more particularly the sales promotion methods.
18. Name the distributors, agents, dealers, suppliers, representatives and the area represented by them
19. Details of sole selling agent appointed by the Company, if any, and copies of the agreements entered in relation thereto.
20. Details of distribution and exclusive agency arrangements.
21. Details and copies of all current MoU’s / Agreements signed with Government / private parties
22. Details of significant outstanding purchase orders and contracts with distributors/ agents/ dealers/ suppliers.
23. Details of any sale and service contracts entered by the Company with any of its customers.
24. Copies of all catalogues, brochures and advertising material relating to the Company.
25. List of major customers (i.e. those accounting for more than 5% of the Turnover) and value of its sales/ turnover in last 5 years.
26. Copies of all commitments entered by the Company. in respect of sale and marketing of the products manufactured/ services provided by the Company.
27. PURCHASE
(i)
(a) Details of the manner of purchasing the Company’s products/ inputs/ raw materials.

(b) Furnish information relating to the Name of purchasers, dealers, or agents or suppliers,

(c) Separate list of suppliers showing foreign supplier(s) and indigenous supplier(s), if any.
(ii) Copies of all supply agreements and of all Mou’s/ agreements signed with Government/ private parties.
(iii) Details of Outstanding purchase contracts entered by the Company with any of its purchasers or suppliers. Details of supplier’s credit availed of including any financial arrangements with any bank or financial institution or lender that may have been arranged by the supplier or other party.
(iv) List of major purchasers and/ or suppliers (i.e. those accounting for more than 5% of the total purchases) giving annual amounts purchased and sold.
28. SUB CONTRACTING
(i) Details of sub-contractors engaged by the Company for the purpose of manufacture of its products and otherwise in the course of its business.

(ii) Copies of agreements entered by the Company in relation thereto. If no agreements, then the summary of terms of appointment should be reduced in written terms and duly certified by the Company’s Personnel.
29. OTHER CONTRACTS
A. Details of and copies of consultancy agreements
B. Details of all fiduciary and agency agreements related to Company.
C. Copies of all communication addressed to and received from and all contracts or arrangements entered into by the Company. With government/ government entities in respect of the Company.
D. Details of outstanding powers of attorney and letters of authorization regarding the signing of orders and contracts relating to Company.
E. If not covered above, please supply copies or details of:

(i) all capital commitments;
(ii) All hire purchase, credit sale and leasing agreements entered into by the Company or its subsidiaries;
(iii) Any contract for the purchase of goods and/or of services;
(iv) Any contract for the sale of goods and/or supply of services by the Company;
(v) Any agreement, in respect of any patented or unpatented invention, to pay or receive a royalty or other valuable consideration, or an agreement not to disclose any such invention;
(vi) Any agreement or arrangement with one or more competitors (whether written or unwritten or whether intended to be legally enforceable or not) which relates to the prices or conditions of sale under which any goods of the Company, a subsidiary or a joint venture are to be sold or any materials are to be acquired, or any services are to be rendered by the Company, or a joint venture;
(vii) Any sales, agency, distributorship, licence or know-how agreements whether written or oral;
(viii) Any agreement or arrangement (with trade unions or local branches of such unions or such other bodies) relating to the employment of labor by the Company or a subsidiary or a joint venture;
(ix) Particulars of any trade associations of which the Company or a subsidiary or a joint venture is a member;
(x) All standard form terms and conditions of supply and/or standard form terms and conditions of purchase of the Company and its subsidiaries.
F. Details of all motor vehicles used by the Company for the Company, which are owned/ leased/ hire purchased by the Company.
G. Details of contracts or arrangements which, directly or indirectly, restrict the freedom of the Company to carry on the business of the Company in any part of the world or the Company’s ability to transfer the whole or any part of the Company.
H. Details or copies of all long-term contracts, outstanding capital commitments, material supply agreements and contracts incorporating unusual terms with customers or suppliers or otherwise.
I. Details of any important customer/client lost or of any abnormal or other factor which has materially or adversely affected or which is likely, in future, to materially or adversely affect the Company.
J. Details of any acquisitions or disposals of assets or assumption of any liabilities (including contingent liabilities) by the Company related to the Company, otherwise than in the ordinary course of business.
K. Details of any material capital expenditure outside the normal course of business during the last five years.
L. Particulars of any change in the business or in the manner of carrying it on during the last five financial years of the Company (e.g. changes in pricing the products/services etc.)
M. Details of any breach or default committed by the Company or alleged to be committed by the Company under the terms of any above-mentioned agreements.
TECHNOLOGY
N. Whether the Company has entered into any of the following agreements and if yes, furnish us the copies of the same.
(a) Technology license Agreement
(b) Technology Supply Agreement
(c)Technology Know-how Agreement
(d) Technology Assistance Agreement
(e) Confidentiality and Cooperation Agreements.
(f) Any other agreements relating to technology, know-how or improvements made and used by the Company
O. Details of any technology indigenously developed by the Company,
P. Any contracts relating to licensing of such indigenously developed by the Company.
Q. Any fees/royalty/ other sums paid by or payable by the Company.
Any fees/royalty/ other sums received by the Company.
R. Details of any research and development agreements.
S. A schedule of all trademarks, service marks, trade names, brands and copyrights of the Company and their date of application or registration along with relevant back-up document(s).
T. Details of awards/ recognitions won by the company
U. Review of all material sales, agency, distribution and advertising contracts to which the Company is a party.
V. All material supply or requirement contracts to which the Company is a party.
W. Material agreements with any government or government agency, other than ordinary course contracts
X. Details of any long term contract, or contracts especially which are or are likely to be of an unprofitable or loss making nature and of any contracts containing material obligations or restrictions of an unprofitable or loss making nature and of any contracts containing material obligations or restrictions of an exceptional or unusual nature.
Y. Details of any other contract or arrangement which has, or is likely to have, a material effect on the financial or trading position or prospects of the Company, or is outside the ordinary course of the Company’s business
Z. Review of all significant documents relating to major acquisitions or dispositions, or, proposed acquisitions or dispositions, by the Company.
AA. Details of any investigation by, or correspondence with, any monopoly and/ or restrictive trade practices commission of office, including the office of The Monopolies and Restrictive Trade Practices Commission under or in connection with the Monopolies and Restrictive Trade Practices Act, 1969, as amended.
BB. Details of any agreement or arrangement (or any judgment or ruling) which restricts the Company’s ability to compete anywhere in the world and of any notification or registration or notification under the relevant domestic legislation.
CC. Copies of all outstanding contracts, agreements or arrangements related to the Company which are not mentioned above or which are of fundamental importance to the business of the Company.
DD. Details of all intellectual property rights registered or for which applications for registration have been made in the name of the Company relating to the Company or any subsidiary or any joint venture; including:
(a) Patents;
(b) Designs and copyrights;
(c) Trade marks and service marks (including
logos); and
(d) Any other industrial intellectual property connected with the said business and the Company or any subsidiary.
EE. Details of and copies of documents relating to any patent, trade or service mark or registered design, or any copyright, know-how or other intellectual property of which the Company is the owner, licensee or user.
FF. Details of any infringement or alleged infringement by third parties of any intellectual property rights of the Company and of any infringements or alleged infringements of any such intellectual property by the Company in respect of the Company.
GG. Particulars of any permits or licences of the above rights granted to third parties (whether written or oral, formal or informal), including any software licences relating to the Company.
HH. Arrangements for the disclosure of confidential information relating to the Company (which includes technical and commercial information and know how which is not in the public domain) either by or to the Company.
II. Details of principal brand names and details of material unregistered intellectual property rights owned by the Company, or owned by the promoters of the Company and used in the Company of the Company, including:

(a) Trade marks and services marks (including logos);
(b) Business or trading names;
(c) Copyrights (including rights in computer software and in manuals and other written or graphic materials); and
(d) Design rights.
JJ. Details of any intellectual property rights owned by third parties the use or exploitation of which is necessary or desirable for the business of the Company and used in the Company under a permit, licence or registered user agreement (formal or informal) or otherwise from any third party, including any licensed-in software.
KK. Details of agreements with employees, agents, suppliers, distributors and consultants regarding their use of the confidential information relating to the Company.
LL. Details of any known challenges or disputes relating to intellectual property rights owned or used in the Company, including any challenges as to the validity, subsistence or ownership of such rights.
MM. Please provide copies of:-

(a) All permits and licenses (whether “licenses in” or “licenses out”) of intellectual property owned by the Company and used in respect of the Company;

(b) Any documentation evidencing the terms of informal arrangements for the use of intellectual property rights for the Company;

(d) Any documentation relating to challenges to, or infringement of, any of the intellectual property rights identified (including copies of any pleadings and counsels’ opinions) in relation to the Company

(e) Documents of title and details of all registrations, permits and licences relating to trademark, trade names, service marks, designs, copy-rights, logos or other intellectual property used by the Company in the Company.

NN. Details of any circumstances where the benefit, or the right of use, of any of the above intellectual property rights, licenses or agreements may be lost or affected adversely (including on a change of control).
SECTION IX – TAXATION AND INSURANCE
1. Details of relevant taxes both direct and indirect (including state, municipal, local, foreign, sales, excise, use, personal property, real property, franchise, capital stock, social security, disability, unemployment insurance and other) showing:

(a) Any questions in dispute with any tax authority or other fiscal or revenue authority (“tax authority”); and

(b) Any matter which in the reasonable judgment of management could provide grounds for challenge by any tax authority.
2. Details of taxation returns and of all taxation elections made since incorporation.
3. Details of any tax clearances obtained and copy of any tax indemnities taken or given and of any rulings or agreements obtained from any tax authority.
5. Details of any arrears due to, or current disputes with, any government body and of any unagreed assessments.
6. Details of any scheme or arrangement entered into designed wholly or partly for the purpose of avoiding taxation.
7. Details of any transaction or series of transactions involving the Company which could in whole or part be disregarded, construed or challenged by any tax authority as involving the motive or effect of avoiding, reducing or delaying a possible liability to taxation.
8. Specify all jurisdictions in which the Company pays any tax.
9. Details of any agreements or undertakings by which a member of the Company has undertaken to indemnify or compensate any other person for a taxation liability.
10. Details of any document, which could become suited to be stamped (e.g. by being brought into the State) but which has not been stamped and the potential amount of duty on each such document.
11. Please supply in relation to the Company and each subsidiary the address of its local Inspector of Taxes; tax computations for the last 3 years.
12. To what date have tax returns been made, And to what date have tax returns been finally assessed/settled?
13. Are their any assets in respect of which the capital gains `cost’ is materially different from the actual cost?
14. Copies of all insurance policy documents for all insurances effected by the Company and its subsidiaries whether in India or abroad
15. Particulars of all existing insurances affecting the Company. and of all claims experienced and of any outstanding, anticipated or prospective claims
16. Copies of all current insurance policies and related documents in respect of the Company.
17. Schedules of all insurances and details of all claims made by or paid to the Company or potential claims which may be claimed by or against Company
18. Copies of all liability insurance policies and other insurance policies for directors, officers and the Company engaged in the Company.
19. Confirmation that all premiums due have been paid on all policies of insurance, relating to the Company that all such policies are in full force effect and that all normal risks associated with the business, including negligence, product liability and occupier’s liability, are fully insured, if the same is factually correct. If not, state extent of default and reasons for the same.
20. Confirmation that all premises are insured for amounts to cover rebuilding costs and, in the case of leasehold properties, that the premises are insured in accordance with the relevant lease, if the same is factually correct. If not, state extent of default and reasons for the same.

21. Fire insurance on owned and (if required) on leased properties.
22. Is there any outstanding claim under any such policy?

Annexure I
Labour & Environmental Laws
1. Air (Prevention & Control of Pollution) Act, 1981.
2. Water (Prevention & Control of Pollution) Act, 1974
3. Water (Prevention & Control of Pollution) Cess Act, 1977
4. Environment Protection Act, 1986
5. Contract Labour (Regulation & Abolition) Act, 1970
6. Employees’ Provident Fund & Miscellaneous Provisions Act, 1952
7. Employees’ State Insurance Act, 1948
8. Equal Remuneration Act, 1976
9. Factories Act, 1948
10. Maharashtra State Tax on Profession, Trades, Callings and Employments Act, 1975
11. Maturity Benefit Act, 1961
12. Minimum Wages Act, 1948
13. Payment of Bonus Act, 1965
14. Payment of Gratuity Act, 1972
15. Payment of Wages Act, 1936
16. Industrial Dispute Act, 1947
17. Trade Unions Act, 1926
18. Industrial Employment (Standing Orders) Act, 1946
19. The Mumbai Shops & Establishment Act, 1948
20. Workmen Compensation Act
21. The Maharashtra Labour Welfare Fund Act, 1953
22. Employment Exchange Act, 1969
23. Profession Tax Act, 1975

Other Acts / Laws
1. The Central Sales Tax Act, 1956 (Maharashtra State)
2. The Central Excise Act, 1944
3. Income Tax Act, 1961
4. Wealth Tax Act, 1957
5. Service Tax Act,
6. Foreign Exchange Management Act, 1999
7. Information Technology Act, 2000
8. Intellectual Property Laws
9. Stamp Laws (The Indian Stamp Act, 1899)

Annexure II

PART – I

1. Outstanding litigations involving the Company or against any other company/entity whose outcome could have a materially adverse effect of the position of the Company;
2. Further, all the litigations against the directors involving violation of statutory regulations or alleging criminal offence shall be furnished;
3. Pending proceedings initiated for economic offences against the Company or its directors shall be disclosed separately indicating their present status;
4. The details of the past cases in which penalties were imposed by the concerned authorities on the Company or its directors;
5. Outstanding litigations, defaults, etc., pertaining to matters likely to affect operations and finances of the company, including disputed tax liabilities, prosecution under any enactment in respect of any provisions of the Companies Act, 1956/2013;

PART – II

1. Furnish the following details in relation to Litigations:

(a) The parties to the dispute/ litigation;
(b) Brief details of the matters at issue;
(c) an estimate of the liability which the Company might incur if an unfavourable decision is made;
(d) any action is likely to be heard or resolved;
(e) the expected outcome;
(f) an estimate of the costs or benefit to the Company
(g) Legal advisors of the Company and their addresses

In addition to the aforesaid, also furnish the following:

2. Details including a copy of claim(s) made by the customers, suppliers, distributors, agents or representatives or any other person against the Company.
3. Details of claim(s) likely to be made by the customers, suppliers, distributors, agents or representatives or any other person against the Company.
4. Details including a copy of each pending claim(s) made by the customers, suppliers, distributors, agents or representatives or any other person against the Company.
5. Details (including a copy of each judgment, decree, order of court or regulatory agency and settlement of any kind) of all prior litigation, arbitration or investigations or regulatory agency action as a result of which business of the Company are, or may be, affected.
6. Details of any other current, pending or threatened dispute, litigation, arbitration, investigation or regulatory agency action as a result of which the business of the Company or any other member of the Promoter Group are, or may be, affected.
7. Details including a copy of claim(s) made by the Company against the customers, suppliers, distributors, agents or representatives or any other person against the Company.
8. Details of claim(s) likely to be made against the Company by the customers, suppliers, distributors, agents or representatives or any other person against the Company.
9. Details (including a copy of each judgment, decree, order of court or regulatory agency and settlement of any kind) of all prior litigation, arbitration or investigations or regulatory agency action filed by the Company and against the Company as a result of which business of the Company are, or may be, affected.
10. Details (including a copy of each judgment, decree, order of court or regulatory agency and settlement of any kind) of all prior litigation, arbitration or investigations or regulatory agency action which are pending.
11. Details of any law, order, injunction, ruling or regulation, which might lead to an unfavorable judgment, decision, ruling or finding affecting the Company.
12. Any known circumstances, which might give, rise to any proceedings in respect of the Company.
13. Details of any notice from Government or any other local body or authority or under any legislative enactment, Government ordinance, order or notification has been received by or served upon the Company. Any show cause notice or warnings received from the RoC at any time in the last five years, copies of responses filed and evidence of compliance and any compounding orders.
14. Details of past, current and likelihood of future, disputes and/or claims made by any employee or ex-employee of the Company relating to the Company.
15. Details of any legal or winding up or show cause notices received by the Company or likely to be received.
16. Opinions or other assessments of the Company’s attorneys as to any pending or threatened litigation against the Company.

Thanks & with warm regards !

For, CS Pramodkumar R. Ladda
Company Secretary

Note on for rendering Advisory Services for Initial Public Offer (SME Listing)

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