Tax Management India. Com
Law and Practice  :  Digital eBook
Research is most exciting & rewarding
  TMI - Tax Management India. Com
Follow us:
  Facebook   Twitter   Linkedin   Telegram

TMI Blog

Home

Merger of two EOUs

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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 - Reply By Pradeep Khatri - The Reply = 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, t .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... heir 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 i .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... ncluding 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, shareh .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... olders agreements or any other agreements or arrangements entered into MVCO Domain 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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 MVCO Domain 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... : 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 signi .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... ficant 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, MVCO Domain 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... , 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 MVCO Domain 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) Detail .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... s 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). .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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 MVCO Domain 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... , 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 rd 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/a .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... warded 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 MVCO Domain 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 o .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... f 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 b .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... inders and other evidence of title with respect movable property of The MVCO Domain 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 t .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... he 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. MVCO Domain 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 design .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... ations, 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... of any brand name owned by the Company. D. MVCO Domain 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 compa .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... ny. (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. MVCO Domain 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) Account .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... s 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; MVCO Domain (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 transaction .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... s 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. MVCO Domain 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 element .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... s 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. MVCO Domain 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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. MVCO Domain c) Warranty expense for the last 2 years. d) Cu .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... rrent 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, club .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... s, 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, MVCO Domain 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 emplo .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... yment 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 MVCO Domain 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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 .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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. MVCO Domain 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 com .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

..... pany 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. - Merger of two EOUs - Query Started By: - P S SATYA NARAYANA Dated:- 10-6-2013 Customs - Import - Export - Customs - SEZ - Got 1 Reply - Customs - Discussion Forum - Knowledge Sharing, reply post by an expert, personal opinion Tax Management India - taxmanagementindia - taxmanagement - taxmanagementindia.com - TMI - TaxTMI - TMITax .....

X X   X X   Extracts   X X   X X

→ Full Text of the Document

X X   X X   Extracts   X X   X X

 

 

 

 

Quick Updates:Latest Updates