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TMI BlogFORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENTX X X X Extracts X X X X X X X X Extracts X X X X ..... the Annexure and other papers furnished by the company, WE CONFIRM that: (a) the draft prospectus/letter of offer forwarded to the Board is in conformity with the documents, materials and papers relevant to the issue; (b) all the legal requirements connected with the said issue as also the guidelines, instructions, etc. issued by the Board, the Government and any other competent authority in this behalf have been duly complied with; and (c) the disclosures made in the draft prospectus / 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 2(and such disclosures are in accordance with the requirements of the Companies Act, 1956, the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and other applicable legal requirements). 3. We confirm that besides ourselves, all the intermediaries named in the prospectus/letter of offer are registered with the Board and that till date such registration is valid. 4. We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments. 5. We certify that written consent from shareholders has been obtained for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition. 11. We certify that no payment in the nature of discount, commission, allowance or otherwise shall be made by the issuer or the promoters, directly or indirectly, to any person who receives securities by way of firm allotment in the issue. 12. We certify that a disclosure has been made in the prospectus that the investors shall be given an option to get the shares in demat or physical mode. 13. We certify that the following disclosures have been made in the draft prospectus/letter of offer: (a) An undertaking from the issuer that at any given time there shall be only one denomination for the shares of the company and (b) An undertaking from the issuer that it shall comply with such disclosure and accounting norms specified by the Board from time to time.) PLACE: DATE: LEAD MERCHANT BANKER(S) TO THE ISSUE WITH HIS/ THEIR SEAL (S) ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR THE ISSUE OF _______________________ BY ______________________________LIMITED 1. Memorandum and Articles of Association of the Company. 2. Letter of Intent/S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... compliance of legal provisions of the Prospectus as also applicability of FERA/MRTP provisions to the company. 22. Other documents, reports etc. as are relevant / necessary for true, fair and adequate disclosures in the draft prospectus / letter of offer (to give details). 23. 4(Deleted) 5(24. A detailed checklist indicating compliance with each of the clauses contained in Chapters II, III, IV, V, VI, VI-A, VII, VIII, VIII-A, IX, X, XI, XI A, XII-A and XVI of the SEBI (Disclosure and Investor Protection) Guidelines, 2000.) PLACE: DATE: LEAD MERCHANT BANKER (S) TO THE ISSUE WITH HIS / THEIR SEAL (S) ******** 1 Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "SCHEDULE III (Clause 5.3.3.1) FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENT To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sirs, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the under noted Lead Merchant Banker (s) to the above mentioned forthcoming issue state as follows: 1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lementation of the project, wherever applicable. 4. Documents in support of the track record and experience of the promoters and their professional competence. 5. Listing agreement of the Company for existing securities on the Stock Exchanges. 6. Consent letters from Company's auditors, Bankers to issue, Bankers to the Company, Lead Merchant Bankers, Brokers and where applicable, Proposed Trustees. 7. Applications made by the company to the financial institutions/banks for financial assistance as per object of the Issue and copies of relative sanction letters. 8. Underwriting letters from the proposed underwriters to the issue. 9. Audited Balance Sheets of the Company/Promoter companies for relevant periods. 10. Auditors certificate regarding tax-benefits available to the Company, Shareholders and Debenture holders. 11. Certificate from Architects or any other competent authority on project implementation schedule furnished by the company, if applicable. 12. Reports from Government agencies / expert agencies / consultants / company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc. 13. Documents in suppor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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