TMI BlogFORMATS OF DUE DILIGENCE CERTIFICATESX X X X Extracts X X X X X X X X Extracts X X X X ..... aid issue; (2) On the basis of such examination and the discussions with the issuer, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the issue, price justification and the contents of the documents and other papers furnished by the issuer, WE CONFIRM that: (a) the draft red herring prospectus/ draft prospectus/ draft letter of offer filed with the Board is in conformity with the documents, materials and papers relevant to the issue; (b) all the legal requirements relating to the issue as also the regulations guidelines, instructions, etc. framed/issued by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and (c) the disclosures made in the draft red herring prospectus/draft prospectus/draft 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 and such disclosures are in accordance with the requirements of the Companies Act, 1956, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the object clause of its Memorandum of Association. (9) We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account as per the provisions of sub-section (3) of section 73 of the Companies Act, 1956 and that such moneys shall be released by the said bank only after permission is obtained from all the stock exchanges mentioned in the prospectus/ letter of offer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition. (10) We certify that a disclosure has been made in the draft red herring prospectus/draft prospectus/ draft letter of offer that the investors shall be given an option to get the shares in demat or physical mode. (11) We certify that all the applicable disclosures mandated in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made in addition to disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision. (12) We certify that the following disclosures have been made in the d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... UMENT To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of . by .. (Name of the Issuer) We, the debenture trustees to the above mentioned forthcoming issue, state as follows: (1) We have examined the documents pertaining to the said issue. (2) We have also examined the relevant documents pertaining to the security to be created. (3) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of 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/asset cover for the secured convertible debt instruments to be issued. (b) The issuer has obtained the permissions / consents necessary for creating security on the property as second charge/pari passu charge (wherever applicable) (c) The issuer has made all the relevant disclosures about the security/asset cover (d) The issuer has made all the relevant disclosures about its continued obligations towards the holders of convertible debt instruments. (e) All d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... viso to sub-regulation (4) of regulation 32 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and/or prospectus. Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) Note : The requirements in items 3, 4 and 6 above are not applicable in case of a rights issue. FORM D [See regulation 8(2)(e)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of .. by . (Name of the Issuer) (1) This is to certify that all the material disclosures in respect of the issuer as on the date of opening of the issue have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on .. (date) and subsequent amendments/ advertisements (if applicable) dated .. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Note : The requirement in item 3 above is not applicable in case of a rights issue. FORM F [See regulation 10(3)(a)] ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT FOR FAST TRACK ISSUE (1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority. (2) We confirm that the issuer is eligible to make fast track issue in terms of regulation 10 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The fulfilment of the eligibility criteria as specified in that regulation, by the issuer, has also been disclosed in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue). (3) We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ements) Regulations, 2009. (3) We certify that provisions regarding lock-in of specified securities held by persons other than promoters have been duly complied with in accordance with regulation 37 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) 10 [ FORM H [See regulation 11 [106O(2)]] ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT REGARDING SME EXCHANGE (1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority. (2) We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) and certify that any material development in the issuer or re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ulations, 2012, w.e.f. 12.10.2012. 6 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. 7 Inserted, Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011. 8 Inserted, Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011. 8 Substituted for 2(b) by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 9 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 10 Substituted for 106C(2) by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. 11 Substituted for 106D , by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. 12 Substituted for 106J , by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. - - statute, statutory provisions legislation, law, enactment, Acts ..... 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