TMI BlogFORMATS OF DUE DILIGENCE CERTIFICATESX X X X Extracts X X X X X X X X Extracts X X X X ..... we confirm that: (a) the draft offer document/ draft letter of offer filed with the Board is in conformity with the documents, materials and papers which are material to the issue; (b) all material legal requirements relating to the issue as specified by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and (c) the material disclosures made in the draft offer document/draft letter of offer are true and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 2013, these regulations and other applicable legal requirements. (3) Besides ourselves, all intermediaries named in the draft offer document/ draft letter of offer are registered with the Board and that till date, such registration is valid. (4) We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments. (5) Written consent from the promoters has been obtained for inclusion of their specified securities as part of the promoters contribution subject to lock-in and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares of the issuer 2 [ , excluding SR equity shares, where an issuer has outstanding SR equity shares ] , and (b) An undertaking from the issuer that it shall comply with all disclosure and accounting norms specified by the Board. 4 [ (11) ] We shall comply with the regulations pertaining to advertisements in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. 4 [ (12) ] If applicable, the entity is eligible to list on the 1 [ innovators growth platform ] in terms of the provisions of Chapter X of these regulations. 5 [ **** ] We enclose a note explaining the process of due diligence that has been exercised by us including in relation to the business of the issuer, the risks in relation to the business, experience of the promoters and that the related party transactions entered into for the period disclosed in the offer document have been entered into by the issuer in accordance with applicable laws. We enclose a checklist confirming regulation-wise compliance with the applicable provisions of these regulations, containing details such as the regulation number, its text, the status ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied securities proposed to form part of the promoters contribution that are subject to lock-in shall not be disposed or sold or transferred by the promoters during the period starting from the date of pre-filing the draft offer document with the Board till the date of commencement of lock-in period as stated in the draft offer document. (6) All applicable provisions of these regulations, which relate to specified securities ineligible for computation of promoters contribution, have been and/or shall be duly complied with and appropriate disclosures as to compliance with the said regulation(s) have been made in the pre-filed draft offer document. (7) All applicable provisions of these regulations which relate to receipt of promoters contribution prior to opening of the issue, shall be complied with. Arrangements have been made to ensure that the promoters contribution shall be received at least one day before the opening of the issue and that the auditors certificate to this effect shall be duly submitted to the Board. We further confirm that arrangements have been made to ensure that the promoters contribution shall be kept in an escrow account with a scheduled commerc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ue Date: with Official Seal(s)] Form B - Format of due diligence certificate to be given by the debenture trustee along with draft offer document [See regulations 25(2)(c), 71(2)(c), 100(2)(b), 123(2)(c) and 156(2)(b)] To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of . by .. (Name of the issuer) We confirm that: (1) We have examined all relevant documents pertaining to the said issue. (2) We have examined the relevant documents pertaining to the security to be created. (3) On the basis of discussions with the issuer, its directors and other officers, other agencies/intermediaries and on examination and independent verification of the various relevant documents, we confirm that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security or asset cover for the secured convertible debt instruments to be issued. (b) The issuer has obtained the permissions or consents necessary for creating security on the property as second charge or pari pasu charge (wherever applicable) (c) The issuer has made all relevant disclosures about the se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... materialisation of the securities of the issuer. Place: Lead Manager(s) to the Issue Date: with Official Seal(s) Note: The requirements in items 3 and 4 above are not applicable in case of a rights issue. 13 [FORM CA - FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGER(S) AT THE TIME OF FILING THE UPDATED DRAFT RED HERRING PROSPECTUS-I [See regulation 59C (8) and 59C (13)] To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rig hts Issue of .. by (Name of the issuer) We confirm that: (1) The updated draft red herring prospectus-I/updated draft red herring prospectus-II, as the case may be, filed with the Board contains all the material disclosures in respect of the issuer as on the said date. (2) The registration of all intermediaries named in the offer document are valid as on date and that none of these intermediaries have been debarred by any regulatory authority. (3) Written consent from the promoter(s) has been obtained for inclusion of their securities as part of promoters contributio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of .. by . (Name of the issuer) We confirm that: (1) None of the intermediaries named in the offer document (in case of a public issue)/letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority. (2) The issuer is eligible to make a fast track issue in terms of (regulation 99 in case of rights issues and regulation 155 in case of further public offers, as applicable) of these regulations. The fulfilment of the eligibility criteria as specified in that regulation by the issuer has also been disclosed in the offer document/letter of offer. (3) The abridged prospectus/abridged letter of offer contains all disclosures as specified in these regulations. (4) All material disclosures in respect of the issuer have been made in the offer document/letter of offer and certify that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/advertisements in all those newspapers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e been made in the offer document/letter of offer and that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. (4) Agreements have been entered into with the depositories for dematerialisation of the specified securities of the issuer. (5) The underwriting and market making arrangements as per requirements of regulation 261 and 262 of these regulations have been made. (6) The issuer has redressed at least ninety five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the filing of the offer document with the Registrar of Companies or letter of offer with the SME Exchange. Place: Lead Manager(s) to the Issue Date: with Official Seal(s) Form H - Format of the due diligence certificate to be filed by the lead manage ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts of the Companies Act, 2013, IDR Rules, these regulations and other applicable legal requirements. (5) Besides ourselves, all the other intermediaries named in the draft offer document/ draft letter of offer are registered with the Board and that till date, such registration is valid. (6) We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments. (7) The existing business as well as any new business of the issuer for which the funds are being raised fall within the main objects in the object clause of the Memorandum of Association or other charter of the issuer. (8) Necessary arrangements shall be made to ensure that the monies received pursuant to the issue are credited or transferred to in a separate bank account as per the provisions of sub-section (3) of section 40 of the Companies Act, 2013 and that such monies shall be released by the said bank only after permission is obtained from all the stock exchanges, and that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition. (9) Disclosure has been made in the draft offer document that the investors shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ificates in a rights issue shall be available only for a period of six months from the date of coming into force of these regulations.] 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/1 dated 01-01-2020 before it was read as registering 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/1 dated 01-01-2020 before it was read as registered 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/1 dated 01-01-2020 before it was read as registered 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 11. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 12. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 before it was read as, with the Board till date 13. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 - - statute, statutory provisions legislation, law, enactment, Acts, Rules, Regulations, Taxation Tax Management India - taxmanagementindia - taxmanagem ..... X X X X Extracts X X X X X X X X Extracts X X X X
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