Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
INFORMATION REQUIRED
CHECKLIST REMARKS like
Available/Not Available/
Enclosed/Not Applicable/
Customized Remark etc.
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 since incorporation.
b) Minutes of Meetings of the shareholders including explanatory
statements of the target company for the since incorporation.
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 since incorporation.
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
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 2 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 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, 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 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, condition for
termination, dispute resolution (law, jurisdiction, process)).
f) Copies of any past agreements with outstanding 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 3rd 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.
m) A 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.
IV. PROPERTY
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 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.
Note:
1. Kindly keep ready in a separate file, a copy of all the “Available” records.
2. Please mention the reason of “Non-Availability” of document if applicable.
3. Please try to elaborate the significant remark to the maximum.