SCHEDULE III

(Clause 5.3.3.1)

FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN

BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENT

To,

SECURITIES AND EXCHANGE BOARD OF INDIA

Dear Sirs,

SUB.: ISSUE OF ____________________ BY _______________LTD.

We, the under noted Lead Merchant Banker (s) to the above mentioned forthcoming issue state as follows :

    1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators etc. and other materials more particularly referred to in the Annexure hereto in connection with the finalisation of the draft prospectus/letter of offer pertaining to the said issue;
(2) On the basis of such examination and the discussions with the company, its directors and other officers, other agencies, independent verification of the statements concerning the objects of the issue, projected profitability, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the company, WE CONFIRM that:

(a) the draft prospectus/letter of offer forwarded to the Board is in conformity with the documents, materials and papers relevant to the issue;

(b) all the legal requirements connected with the said issue as also the guidelines, instructions, etc. issued by the Board, the Government and any other competent authority in this behalf have been duly complied with; and

(c) the disclosures made in the draft prospectus / letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.

(3) We confirm that besides ourselves, all the intermediaries named in the prospectus/letter of offer are registered with the Board and that till date such registration is valid.

    1. We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments.
    2. We certify that written consent from shareholders has been obtained for inclusion of their securities as part of promoters� contribution subject to lock-in and the securities proposed to form part of promoters� contribution subject to lock-in, will not be disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft prospectus.

 
 
 
 

PLACE: LEAD MERCHANT BANKER(S) TO THE ISSUE DATE: WITH HIS/ THEIR SEAL (S)
 
 
 
 
 
 
 
 
 
 

ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR THE ISSUE OF _______________________ BY ______________________________LIMITED
 
 

1. Memorandum and Articles of Association of the Company.

    1. Letter of Intent/SIA Registration/Foreign Collaboration Approval/Approval for import of plant and machinery, if applicable.
3. Necessary clearance from governmental, statutory, municipal authorities etc. for implementation of the project, wherever applicable.

4. Documents in support of the track record and experience of the promoters and their professional competence.

5. Listing agreement of the Company for existing securities on the Stock Exchanges.

6. Consent letters from Company's auditors, Bankers to issue, Bankers to the Company, Lead Merchant Bankers, Brokers and where applicable, Proposed Trustees.

7. Applications made by the company to the financial institutions/banks for financial assistance as per object of the Issue and copies of relative sanction letters.

8. Underwriting letters from the proposed underwriters to the issue.

9. Audited Balance Sheets of the Company/Promoter companies for relevant periods.

  1. Auditors certificate regarding tax-benefits available to the Company,
Shareholders and Debenture holders.

11. Certificate from Architects or any other competent authority on project implementation schedule furnished by the company, if applicable.

12. Reports from Government agencies / expert agencies / consultants / company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc.

13. Documents in support of the infrastructural facilities, raw material availability, etc.

14. Auditors' Report indicating summary of audited accounts for the period including that of subsidiaries of the company.

15. Stock Exchange quotations of the last 3 years duly certified by regional stock exchange in case of an existing company.

16. Applications to RBI and approval thereof for allotment of shares to non-residents, if any, as also for collaboration terms and conditions.

17. Minutes of Board and General Body meetings of the company for matters which are in the prospectus.

18. Declaration in Form 32 from Directors (for particulars of Directorship) or the Company Secretary's certificate in this regard.

19. Revaluation certificate of company's assets given by Government Valuer or any other approved Valuer.

20. Environmental clearance as given by Pollution Control Board of the State Government or the Central Government as applicable.

21. Certificate from company's solicitors in regard to compliance of legal provisions of the Prospectus as also applicability of FERA/MRTP provisions to the company.

22. Other documents, reports etc. as are relevant / necessary for true, fair and adequate disclosures in the draft prospectus / letter of offer (to give details).

23. True copy of the Board resolution passed by the issuer authorising a representative of the Registrar to act on its behalf in relation to handling of stockinvests.
 
 
 
 

PLACE: LEAD MERCHANT BANKER (S) TO THE ISSUE

DATE: WITH HIS / THEIR SEAL (S)

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