MOU – Meomorandum of Understanding
1. The company is taking steps of the issue of (number of shares) equity shares of Rs __ each for cash at par aggregating to Rs __ lakhs to the public, the said issue of shares hereinafter referred to as “The issue” and
2. The company has approached the lead manager to manage the issue and the lead manager has accepted the engagement inter alia subject to the company entering into a memorandum of understanding for the purpose herein presented.
Now, therefore the company and the lead manager do hereby agree follows:
1. Besides the lead managers the co-managers/advisors to the issue, if any will be appointed at a later date.
2. The company hereby declares that it has complied/will comply with all the statutory formalities need the companies Act, guidelines for disclosure and investor protection issued by the SEBI and other relevant statutes to enable it to make the issue and in particular in respect of the following matters:
a. Conversion of the company from private limited to public limited.
b. Shareholders’ resolution under Section 81(I)(A) of the companies Act, 1956
c. Approval of memorandum and articles of association from the stock exchange upon alteration of relevant clauses such as capital clause, names clause etc.
d. SEBI acknowledgement of the draft prospectus.
e. Compliance with the provisions of the Companies Act regarding the appointment of each director/each change in the board of directors since its incorporation.
f. Compliance with the Companies Act, regarding the appointment of auditor / each change in auditors since incorporation.
g. Filing initial listing applications with the stock exchange along with the initial listing fees.
h. Filing the draft prospectus and a copy of all material contracts and documents as detailed in the prospectus with the ROC and obtaining an acknowledgement from ROC.
i. Compliance with the stipulations made by stock exchanges vide announcement of issue, security deposit, stationery requirements etc.
The company undertakes and declares that any information made available to the lead managers or any statement made in the offered documents would be complete in all respects and would be true and correct and that under no circumstances it would give or withhold any information or statement which is likely to mislead the investors.
The company also undertakes to furnish complete audited annual report (s), other relevant documents, papers, information relating to pending litigations etc., to enable the lead manager to corroborate the information and statements given in the offer documents.
The company shall, if so required extend such facilities as may be called for by the lead manager(s) to enable him to visit the plant site, office of the company or such other place/(s) to ascertain for himself the true state of affairs of the company including the progress made in respect of project implementation, status and other facts relevant to the issue.
The company shall extend all necessary facilities to the lead manager to interact on any matter relevant to the issue with the solicitors/legal advisor, auditors, co-mangers, consultants, advisors to the issue, the financial institutions banks or any other organization and also with any other intermediaries who may be associated with the issue in any capacity whatsoever.
The company shall ensure that all advertisements prepared and released by the advertising agency or otherwise in connection with the issue confirm to the regulations, guidelines etc., issued by the SEBI and instructions given by the lead manager(s) from time to time and that it shall not make any misleading, incorrect statement in the advertisement, press releases or in any materials relating to the issue or at any press/brokers/investors conference.
The company shall not, without prior approval of the lead manager. appoint other intermediaries or other persons such as registrars to the issue, bankers to the issue, refund bankers, advertising agencies, printers or printing application forms, allotment letters, share certificates /debentures certificates, refund orders or any other instruments, circulars or advices.