Merger of two EOUs, Customs - Exim - SEZ

[P S SATYA NARAYANA]

Dear Sir, Is there any checklist to be followed while carrying out merger of two EOUs. Grateful, if such checklist is shared in this forum regards P S SATYANARAYANA

Posts / Replies

[Pradeep Khatri]

Following is required to be checked:-

B-17, Bank Gaurantee, LPO, LOI, Legal Contract, Export Obligation, Green Card, Permissions from DC, Excise, VAT/CST, Customs Department.

 

DUE DILIGENCE CHECKLIST

I. Corporate Matters

A. Incorporation

Certificate of Incorporation, Certificate for Commencement of Business,Memorandum of Association, Articles of Association, as amended to date.

B. Shareholder Details

a) Details regarding authorized share capital; issued share capital including classes of shares and partly paid shares, if any.

b) Chart containing details of the shareholders and their shareholding in the respective companies.

c) Shareholder agreements, share subscription and share purchase agreements, if any.

d) Details regarding any offer, issue or allotment of share capital, convertible debentures or options, warrants of

other form of capital / indebtedness agreements or right of first refusal, including details of the warrants issued

to promoters, their terms of issue, number of warrants which have been converted and the number of warrants

outstanding.

e) Details of any employee stock option schemes or employee stock purchase schemes or the like introduced by the target company.

e) Details regarding any shares carrying differential voting rights, partly paid shares.

f) Documents describing any known liens, pledges, encumbrances, privileges or guarantee with respect to

any shares outstanding (list parties, term, basis for claim, specific property secured or encumbered, rights and

obligation of each party, conditions for foreclosure or release, other conditions for termination, dispute

resolution (law, jurisdiction, process).

C. Directors

a) List of present Directors (list of their directorships in other companies as disclosed to the target company).

b) Details regarding term and remuneration of managerial personnel, along with copies of agreements, if any,

entered into with them.

D. Meetings (Directors and Shareholders)

a) Minutes and agenda papers of the Board of Directors (and any committees) meetings of the target company held for the last three years.

b) Minutes of Meetings of the shareholders including explanatory statements of the target company for the last three years.

E. Maintenance of Statutory Registers

a) Details of all Statutory Registers required to be maintained under the Companies Act.

(i) Register For Application and Allotment of Shares.

(ii) Register of Members.

(iii) Register of Share Transfer.

(iv) Register of Directors.

(v) Register of Directors Share and Debenture Holdings.

(vi) Register of Charges (Including debentures).

(vii) Register of Contracts, Companies and Firms in

which Directors are interested.

(viii) Register of Contracts.

(ix) Details of any other statutory registers maintained by the target company.

F. Listing requirements compliance

a) Copies of listing agreements executed by the target company with the stock exchanges.

b) Copies of filings made under the takeover code and under the listing agreement for the last three years.

c) Copy of the insider trading code, corporate governance

code, code of conduct for directors of the target company (all to the extent adopted by The target

company).

G. Details of Joint Ventures and Other Partnerships, if any,

including copies of joint venture agreements, shareholders

agreements or any other agreements or arrangements entered into

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with the joint venture partner.

H. Subsidiaries

a) List of all subsidiary undertakings showing names and places of

incorporation as well as a chart showing the organizational structure,

including details pertaining to the subsidiaries of The target company in

any part of the world.

b) Location of any overseas branches / affiliate companies

and copies of registration papers of any such branches /

affiliate companies, if any.

c) Documents describing any asset acquisition or merger of

another company within last 3 years (list parties, date,

describe what acquired, describe any surviving

obligations for either party, non-competition,

indemnifications and warranties, escrow, unusual

provisions).

I. Other Related Corporate Details

a) Copies of Annual Returns and Balance Sheets filed with the

Registrar of Companies for the last three years.

b) Correspondence and all relevant details and entries in the

register of members and register of transfer of shares relating to the

change in the equity shareholding of the promoters of the target

company.

II. Contracts

a) All material contracts entered into by The target company.

These should include, but are not limited to:

(i) All contracts and a description of any

transaction between The target company and

any member of the Board of Directors or

officers or shareholders, or any "associates" or

members of the "immediate family" of any such

persons. The term “associate” for purposes of

this item means (i) any company or other

organisation other than The target company of

which such person is an officer or partner or is,

directly or indirectly, the beneficial owner of

10% or more of any class of equity securities,

or (ii) any trust or estate in which such a person

has a potential beneficial interest or serves as a

trustee or in a similar fiduciary capacity. The

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term “immediate family” is defined to-include

spouse, parents, children, siblings, mothers and

fathers-in-law and brothers and sisters-in-law.

(ii) All raw material sourcing contracts, supply

contracts, marketing arrangements, if any,

entered into by The target company. Where no

written contract, a summary of the terms under

which business is conducted is sufficient,

including: frequency and amount of purchases,

terms, warranty arrangements and penalties (list

parties, term, rights and obligation of each party,

conditions for termination, dispute resolution

(law, jurisdiction, process)).

(iii) All agreements in relation to

ownership/licensing of intellectual property

executed with third party contractors and copies

of any other production agreements or the like

executed by The target company.

(iv) All employment, consulting, independent

contractor and non-competition agreements or

similar agreements, if any, executed by The

target company.

(v) Copy of any agreements with the 10 largest

customers with approximate percentage that

each customer's purchases comprise of total

revenue. Where no written contract, a

summary of the terms under which business is

conducted is sufficient, including: frequency

and amount of purchases, terms, warranty

arrangements and penalties (list parties, term,

rights and obligation of each party, conditions

for termination, dispute resolution (law,

jurisdiction, process).

(vi) All contracts made otherwise than in the

ordinary course of business.

(vii) All contracts with significant suppliers or

customers. Include in your response any

agreements with the 10 largest customers with

approximate percentage that each customer's

purchases makes up of total revenue. Where no

written contract, a summary of the terms under

which business is conducted is sufficient,

including: frequency and amount of purchases,

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terms, warranty arrangements and penalties (list

parties, term, rights and obligation of each

party, conditions for termination, dispute

resolution (law, jurisdiction, process).

(viii) All contracts or other arrangements evidencing

ownership of properties used by The target

company in relation to its business.

(ix) All leases of real or personal property to which

The target company is a party, either as lessor

or lessee till date.

(x) Copies of software licensing or technology

transfer agreements currently in use by The

target company.

(xi) Any memorandum of understanding or other

document evidencing acquisition of companies

by The target company, including status any

pending liabilities and claims under such

documents.

(xii) Copy of lease for any major leased equipment

(list parties, term, property description, rights

and obligation of each party, indemnifications,

transferability, conditions for termination,

dispute resolution (law, jurisdiction, process)).

(xiii) List of any owned/leased vehicles, with copy of

any licenses or permits or certificates required

for operation.

(xiv) Copy of any purchase contract with unpaid

balance for any major equipment (list parties,

term, property description, rights and obligation

of each party, indemnifications, transferability,

conditions for termination, dispute resolution

(law, jurisdiction, process))

(xv) Copies of all other contracts of a material

nature entered into by The target company.

b) Any other material contracts and any other documents

containing any restrictions on financing, borrowing or change of control

or change in shareholding of The target company.

c) All documents relating to any acquisitions made by the

target company of the share or assets of another

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business or to any disposition by the target company of

material assets, if any.

III. Contingent and other Liabilities

a) Details of current liabilities pertaining to the target company.

b) Details of all other outstanding liabilities in terms of

loans, tax, charges, cess or any other local charge as of

date. Include in your response all outstanding loans to

any of the companies including notes, loan agreements,

security agreements, pledges, security filings and any

other related document (list parties, term, principal,

payment terms, description of security, rights and

obligation of each party, conditions for acceleration,

prepayment conditions, other conditions for

termination, dispute resolution (law, jurisdiction,

process)).

c) Copies of any guarantees of the companies' loans or

loans guaranteed by any of the companies (list company,

amount, term, exclusions/limitation and any unusual

provision of guarantee).

d) Outstanding letters of credit (list issuer, amount,

standby/revocable, term, conditions for draft).

e) Documents reflecting financing arrangements for the

purchases of goods or services, including terms,

security required, etc. (list parties, amount, description

of property, term, rights and obligation of each party,

security, conditions for termination or foreclosure,

dispute resolution (law, jurisdiction, process).

d) Details of any contingent liabilities arising out of

(including but not limited to) pending litigations,

disputes, arbitration, non compliance of any law, rule,

regulation or any contractual covenant, legal or other

notices, show cause notices, bank guarantees and any

other contingent liabilities that The target company has

not provided for. Copies of the Guarantees and details

of invocation thereof, if any.

e) Copy of any contract under which companies have

unfulfilled rights (list parties, term, rights and obligation

of each party, conditions for termination, dispute

resolution (law, jurisdiction, process)).

f) Copies of any past agreements with outstanding

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obligations for the companies to indemnify any third

party (list parties, term, rights and obligation of each

party, conditions for termination, dispute resolution (law,

jurisdiction, process)).

g) Copies of any performance, bid or other bonds and any

agreement to which the companies are a party, which

contains any penalty clauses applicable to the companies

(list parties, term, obligation, amount, conditions for

demand/termination, rights and obligation of each party,

conditions for termination, dispute resolution (law,

jurisdiction, process)).

h) Copies of any documents reflecting any past default of

any financial obligation by company or action, voluntary

or involuntary, to reflect company's insolvency or

bankruptcy (list parties, nature of obligation, amount,

describe default and remedy imposed).

i) Details of any Off-Balance Sheet commitments or 3

 

 

 

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party guarantees.

j) A list of all outstanding claims against company not

involved in litigation including: claimant, date asserted,

nature of claims, damages or other relief claimed,

insurance coverage, status and company representation.

k) A list of all governmental investigations pending or

completed within 2 years including: agency, date

commenced, nature of investigation, status and company

representation.

l) Copies of any judgment, orders, injunctions, including:

issuing agency, date, nature of action, terms of order,

judgment or injunction (current or within last 5 years).

m) A 5-year history of claims, litigation and investigations:

number of suits, claims or investigations, general nature,

amount of damages sought/awarded or access to records

of claims, litigation and investigations during that period.

n) Provide representative warranty for company products:

written, terms, express or implied,

limitations/exclusions, term.

o) Five-year claims history: number, nature and costs.

IV. Property

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A. Immovable Property

a) All deeds, leases, mortgages, conditional sales,

contracts, easements, liens, encumbrances or collateral

security managements, other title or interest retention

arrangements, title insurance policies and binders and

other evidence of title with respect to immovable

property executed by The target company.

b) Details of all deeds, leases, mortgages, conditional

sales, contracts, easements, liens, encumbrances or

collateral security managements, other title or interest

retention arrangements, title insurance policies and

binders and other evidence of title with respect to

immovable property in a Tabular form providing details

of date, parties, value and term.

c) Details of any properties shared with a party with

details of such sharing arrangements.

d) Agreements (options, contracts for purchase, etc.) for the

acquisition of any land used or to be used by the

companies; construction contracts for buildings; building

permits; certificate of conformity and insurance policy

(list parties, term, description of property or work,

specific property involved, rights and obligation of each

party, conditions for completion, other conditions for

termination, dispute resolution (law, jurisdiction,

process).

e) Management of building - provide maintenance and

grounds keeping contracts, including utility and green

space (list parties, term, property description, rights and

obligation of each party, indemnifications, conditions

for termination, dispute resolution (law, jurisdiction,

process)).

f) Identify any related party transactions (i.e., transactions

by and between The target company and its directors,

managers, employees and/or relatives of its directors,

managers and employees related to any item identified

in the preceding categories of items.

B. Movable Property

a) All deeds, leases, mortgages, conditional sales, contracts,

easements, liens, encumbrances or collateral security managements,

other title or interest retention arrangements, insurance policies and

binders and other evidence of title with respect movable property of The

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target company.

b) Details of all the above mentioned in a tabular form providing

details of date, parties, value and term.

V. Legal Proceedings

a) All complaints and pleadings filed by or against the target

company (including accident reports filed in connection with workers

compensation claims, shareholding disputes, disputes relating to

nonpayment of debts) and all correspondence relating thereto.

b) All pending material legal proceedings to which the target

company is a party.

c) All legal notices received by the target company and steps taken

in that regard.

d) Consent decrees, judgments, settlements and other dispositions

of legal proceedings pursuant to which The target company has

continuing or contingent obligations.

e) Details of any investigation by the Monopolies and Restrictive

Trade Practices Commission in respect of monopoly or merger

investigations or investigations into alleged anti-competitive practices in

which The target company has been directly or indirectly been involved

with or which has affected its business.

f) Details of all of the above in the following tabular form:

Sr.

No.

Parties to the

Proceedings

Facts and brief

particulars of the

matter

Value involved/ liability expected

and treatment in books of accounts.

Current Status

including the

next date of

hearing

VI. Consents & Approvals

The following are the list of consents and approvals, the compliance of

which shall need to be verified through appropriate documentary proof:

A. Labour and Industrial Laws

a) Registration certificate under Shops and Establishments Acts.

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b) Registration under Factories Act

c) Proof of registration under contract labour act, and other

applicable labour laws, including local laws applicable in various states.

B. Insurance

a) Details of Insurance policies covering Fire, Marine, burglary,

theft and motor vehicle obtained by The target company.

b) Details of Employees State Insurance Letter granting a Code

Number under the ESI Act.

c) Registration under the EPF Act of Employees Provident Fund

(EPF) Scheme, if any.

d) Details of Group Insurance Scheme (GIS), if any.

C. Intellectual Property

a) A list of all trademarks, copyright, protected origin

designations, know-how and patents of significant importance for the

activity of the company, including dates of registration and registration

numbers, and any potential or existing violation of the rights arising

therefrom in addition to copies of any license or registered user

agreements. If an application for registration of any of the foregoing is

pending, please provide copies of the applications.

b) A description of any intellectual property rights licensed to

and/or from third parties along with copies of relevant documents,

including copies of all written technology licenses (including

sublicenses), software licences, software development agreements,

compulsory licenses, security agreements, royalty agreements, franchise

agreements, distributions agreements, etc.

c) Copies of employment, consulting and non-competition

agreements (to the extent not provided above), and a description of

circumstances that may lead to claims of consultants or employees for

inventions.

d) Description of any other significant right relating to intellectual

property rights that is not protected by law or contract.

e) Details of any litigation involving the protection of any brand

name owned by the Company.

D.

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a) Consents and Approvals received under the Air Act, Water Act

and the Environmental Protection Act.

b) Any other consents and approvals required for operation of The

target company’s business including licenses for storage of films and

other licenses required to be obtained under the Cinematograph act and

the rules framed thereunnder.

VII. Environment

a) Details of licences, permissions, authorisations and consents

from environmental authorities obtained by The target company in order

to carry on business and any outstanding applications in respect of

same.

b) Details of any material breach (whether past, present or

potential breach) of any law, code, rule, regulation, order, notice,

directive, licence, authorisation, consent, approval or similar concerning

health, safety or pollution or protection of the environment by The

target company.

c) Details of any environment audit and inspection reports

(whether performed by the owner or by third parties) made, and

documentation for any alleged violations assessed, at any time in the

past in relation to the business of The target company.

(i) Identify whether any chlorinated solvents have

been used in the business of The target

company.

VIII. Financial Information

a) Management letters issued by statutory auditors during

the period.

b) Any internal audit reports last 3 years.

c) Independent auditor’s workpapers for years ended

March 31, 2007 and 2006 and any workpapers for

September 30, 2007 interim audit

IX. Property, Plant & Equipment

a) Fixed Asset Register.

b) Schedule and description of capitalization of software

costs by product.

c) Details of hire purchase, leasing and rental agreements.

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d) List of third-party software used in products and

personal computers, if any.

e) Details of any patents and trademarks.

f) Capital commitments post the last audit date.

g) Depreciation policy.

X. Investments

a) Schedule and description of long-term and current

investments.

b) Documentation supporting the carrying value.

c) Details of provisions carried against the investments.

XI. Accounts payable and accrued liabilities

a) Account payable balances, credit periods offered by

key suppliers, and accrual for trade rebates and

commissions.

b) Accounts payable aging listing.

c) Listing of accrued expenses including information on

basis of accruals for items such as payroll and bonuses.

d) Liabilities and provisions written back over the past six

months.

XII. Contingent Liabilities and Financial Commitments

a) Non-compete covenants.

b) Pending capital or other financial commitments.

c) Confidentiality Agreements.

XIII. Taxation – direct and indirect taxes (last 4 years)

a) Opinions, if any, issued by tax counsels / consultants.

b) Calculations of deferred tax assets/liability recognised.

c) Tax incentives on plant expansion.

d) Status of Income tax giving the following details:

(i) Financial year;

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(ii) Profit/loss as per accounts;

(iii) Tax profit/loss;

(iv) Tax payable;

(v) Tax paid; and

(vi) Refund.

e) Status of assessment with demand, if any.

f) Tax files for all ‘open’ years.

g) Copies of Income Tax returns filed with all annexure

for all open assessments.

h) Status note on Customs and Excise and Sales Tax

related assessments.

i) Final return for the target company.

j) Detail on any Tax Holidays that the target company

has.

XIV. Related party transactions

a) Group charges/ recharges together with details of

nature of charges.

b) Any unusual or non-market rate arrangements with

related parties.

XV. Financial Matters

a) Accounting policy/procedure manual.

b) Year end Income Statement and Balance Sheet with

supporting schedules for past 2 years.

c) General ledger for past 2 years.

d) 2007 budget, 2006 budget.

e) Lease expense and terms.

XVI. Accounts Receivable/Credit Matters

a) Accounts Receivable Aging

b) Bad debt write - offs for the last 3 years.

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c) Analysis of Reserve for Doubtful Accounts.

d) DSO Analysis for the last 2 years high level.

e) Credit Terms.

f) Listing of Notes w/ terms.

g) Review customer credit files for top 10 accounts.

h) Credit policy & procedures.

XVII. Inventory Matters

a) Complete Inventory Listing for the current month.

b) Obsolete & Slow moving listing.

c) Inventory Turnover Analysis for the last 2 years.

d) Cost elements included in inventory.

e) Consignment programs – vendors and customers.

f) Cycle counts or physical inventory methods.

XVIII. Cost Accounting Matters

a) Description of the standard cost system used and cost

elements included.

b) Total standard hours by product.

c) Detailed average labor and overhead rates by product.

d) Definition and cost of top ten (10) material purchase

items.

XIX. Sales Related Items

a) Sales by product category by month for prior 2 years

and year-to-date.

b) Current year forecast by product category.

c) Gross profit by product category for prior 2 years and

year-to-date.

d) Sales Report by Customer (preferably with Gross

Margins) for prior 2 years and year-to-date.

e) Sales by branch or region.

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f) Analysis of any difference between Gross Sales and

Net Sales.

g) Customer returns for prior and current year.

h) Current order book on hand (backlog).

XX. Treasury

a) All documents (for example, indentures, promissory notes,

credit agreements, loan agreements, security or pledge agreements,

long-term instalment purchase obligations, lease purchase obligations,

etc.) evidencing, securing or otherwise relating to any outstanding or

proposed indebtedness or any indebtedness of any person as to which

either may be a surety or guarantor, or as to which either might

otherwise become liable (including photocopies of all loan documents

and security documents) which were entered into by the target company.

b) Details of any undertakings/ encumbrances etc. given/ accepted

by the Promoters for and on behalf of the target company.

c) Details of all bank and corporate guarantees issued by

or on behalf of The target company, including any off

balance sheet items.

d) Copies of all Forms 8 and 13 filed for registration of charges

with the Registrar of Companies and where charges have been satisfied,

copies of Form 17 and Nil Due Certificates, filed by the target company.

e) Details of inter corporate loans and investments

availed of by The target company, including tenure,

amount outstanding and terms of re-repayment.

f) Outstanding letters of credit.

g) Copies of any past agreements with outstanding

obligations for the companies to indemnify any third

party.

h) All contracts containing unusual or onerous obligation,

agreements outside the ordinary course of business

XXI. Miscellaneous Items

a) Promotional activities/Commitments with customers.

b) Long-term sales or purchase agreements, if any exist.

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c) Warranty expense for the last 2 years.

d) Current warranty reserve and calculation methods.

e) Pension expenses for the last 2 years and support for

current obligation (if any).

f) Listing of any one time non-recurring expenses or

income recorded in the past 2 years.

g) Listing of any historical costs that are not indicative of

the current cost structure.

h) Listing of any cost of business not included in the

current financial reports.

i) Listing of any family costs that should not be included

in future financial projections.

j) Budget to Actual results past 2 years.

k) Financial projections for the next 3 years with

underlying assumptions.

XXII. Human Resources

a) Complete list of employees by location, to include

employee type (permanent, temporary, apprentice,

contract etc), job title, length of service, and gross

salary. Include copy of company organizational chart.

b) Provide the following for top level management:

(i) Name and position, including any formal job

descriptions, and time in position;

(ii) Resumes;

(iii) Salary history for the last 3 years;

(iv) Bonuses (identify fixed vs. variable), personal

loans, or other additional allowances (car,

phone, housing, clubs, etc) for the last 3 years;

(v) Copies of all employment /"contracts of

service", and any supplemental agreements

related to confidentiality, conflicts of interests,

etc.; and

(vi) Copies or descriptions of any severance

agreements, whether mandated by law or

provided by policy, for key members of

management.

c) Copy of formal Employment Manual/Staff Handbook,

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along with any supplementary HR policies, practices

and procedures.

d) Details of any/all applicable "Standing Orders", either

general or certified.

e) Samples of any standard contracts of service used

within the employee population

f) Copy of any formal agreements with trade unions

contract to represent employees

g) Details on any labor issues (strikes/shutdowns, etc.) of

either a current/anticipated nature, or those that have

occurred in the past 3 years.

h) Copies or description of any incentive pay plans,

including profit sharing, bonus schemes, or other

special compensation/incentive programs for

employees.

i) Copies of wage and salary structures related to job title,

grade levels and/or salary/rate ranges.

j) Details of any current or threatened employment related

litigation, whether contractual, individual or class

action.

k) Details of company participation in any governmentprovided

benefit programs (EPFS; EPS; ESIS; ESIC;

EDLIS, etc).

l) Details of any company-sponsored supplemental benefit

programs (Medical-domiciliary; Flexible Benefit,

Medical Plan, Accident/Life Insurance,

Pension/Gratuities, Superannuation, Stock Plans, etc).

XXIII. Business Growth Plans

a) Any market research or supporting information used as

a basis for the five-year growth plan.

b) Plans related to growth of sales and customer support

infrastructure to support growth plans.

XXIV. Commercial Relationships

a) Copies of representative distributor, representative or sales

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agent or customer contracts along with related documents

(for both foreign and domestic customers): order

confirmation, purchase order, invoice, term sheet, etc. (list

parties, term, rights and obligation of each party, conditions

for termination, dispute resolution (law, jurisdiction,

process).

XXV. Assets and Liabilities

A.

 

 

Buildings/Utilities

 

 

a) Agreements (options, contracts for purchase, etc.) for

the acquisition of any land used or to be used by the

companies; construction contracts for buildings;

building permits; site surveys, legal property

description, certificate of conformity and insurance

policy (list parties, term, description of property or

work, specific property involved, rights and obligation

of each party, conditions for completion, other

conditions for termination, dispute resolution (law,

jurisdiction, process).

b) Management of buildings - provide maintenance and

grounds keeping contracts, including utility and green

space (list parties, term, property description, rights and

obligation of each party, indemnifications, conditions

for termination, dispute resolution (law, jurisdiction,

process).

XXVI. Information Technologies

a) Overview of systems infrastructure including servers,

LAN/WAN networks. Include physical location and

general configurations of hardware, stability, IP address

ranges and growth capacity.

b) Copy of hardware and software leases, purchase

agreements, and maintenance agreements.

c) Copies of software license agreements including

operating systems, business applications, utilities, and

PC software.

d) Overview of company operations and external clients

being supported by IT.

e) Business applications overview with number and

location of users, stability, and growth capacity.

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f) Client list and overview of client satisfaction, A/R

status, challenges, etc.

g) Copy of key client reports and level of customization.

h) Copies of software licenses, sublicenses, representative,

sales or agency agreements for software/hardware

products that have been sold or made available to

others.

i) Identify any user, other than an employee of the

company, that has access to any of the company's

computer systems and who could reasonably expect the

company to provide support. Also describe the nature of

support or systems accessibility that exists.

j) Identify external data interfaces in place with the

company's systems and databases. Define fees or costs

associated with each and the entity associated with the

interface.

k) Identify expected hardware upgrades anticipated in the

next twelve months.

l) Describe any existing system development projects that

have a material effect on maintaining or growing the

business of the company during the next twelve months,

with specific identification of any development efforts

required to achieve current budgeted objectives of the company.

m) IT staff list including name, title, responsibility, salary, start date, and last pay increase date of increase and amount. Include an IT organization chart including open positions that shows how the staff is managed and where the staff is physically located.

n) Copy of the current IT operating budget.

o) Copy of the company's current capital budget and anticipated capital purchases for the next 12 months.

p) Copy of IT asset list.

q) Identify by location the telecommunications costs experienced for the past twelve months.