Certificate of due Diligence of Public issue

The format of the certificate is given as under:

We, the under noted lead manager(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 collaborates etc., and other materials in connection with the finalization of the draft prospectus pertaining to the said issue.
(2) On the basis of such examination and the discussion with the company, its directors and other officers, other agencies, independent verification of the statements concerning the objects of the issue, projected portability, price justification and the contents of the document mentioned in the annexure and other papers furnished by the company.

We confirm that

(1) The draft prospects forwarded to the SEBI is in conformity with the documents materials and papers relevant to the issue.
(2) All the legal requirements connected with the said issue as also the guidelines, instructions, etc., issued by the SEBI the Government and any other competent authority in this behalf have been duly complied with; and
(3) The disclosures made in the draft prospects are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.

We confirm that besides ourselves all the intermediaries named in the prospectus are registered with the SEBI and till that date such registration is valid.

We have satisfied ourselves about the worth of the underwriters to fulfill their underwriting commitments.

Name of the Merchant Banker
and the name of the person concerned.

Annexure to the Due Diligence Certificates

(1) Memorandum and articles of association of the company
(2) Letter of intent/SIA registration/foreign collaboration approval/approval for import of plant and machinery, if applicable
(3) Necessary clearances from government 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 exchange.
(6) Consent letters from company’s auditors, bankers to the issue, bankers to the company, lead managers, 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) Latest audited balance sheet of the company.
(10) Auditors’ certificate regarding tax benefits available to the company, members and NRIs.
(11) Certificate from architects or any other competent authority on project implementation schedule furnished by the company, if applicable
(12) Reports from government agencies/experts/consultants / company regarding market demand and supply for the product, industrial scenario, standing of foreign collaborations etc
(13) Documents in support of the infrastructural facilities raw material availability , etc
(14) Auditors report indicating summary of audited accounts of the period including that of subsidiaries of the company.
(15) Stock exchange quotations of the last three years duly certified by the regional stock exchanges in case of an existing company
(16) Application to the RBI and approval thereof for allotment of shares to non-residents, if any, as also for collaboration terms and conditions
(17) Minutes of the meeting of board and general body of the company for matters which are in prospectus.
(18) A certificate from a director (for particulars of directorship)
(19) Revaluation certificates of company’s asset given by Government approved valuation expert or any approved authority.
(20) Environmental clearance as given by pollution board of the sate government of 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 disclosure in the prospectus.
(23) True copy of the board resolution passed by the issuer authorizing a representative of the registrars to act on behalf in relation to handling of stock invests.

Place: From ABC Merchant Bankers Ltd