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Copy of LEGAL DUE DILIGENCE - Comprehensive Chk List

Copy of LEGAL DUE DILIGENCE - Comprehensive Chk List

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Published by: arskassociates on Nov 23, 2009
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07/05/2013

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Rajani Associates, Solicitors Strictly ConfidentialSolicitors & Advocates
Legal Due Diligence Checklist
Below is a list of documents and other information that are to examine and review in connection withthe proposed Acquisition of the Company. This is a preliminary request, and upon review of anymaterials provided to them hereunder, additional requests for documents or information may beforthcoming.Please furnish for their review copies of the requested documents or indicate in writing on a copy of this list that none exist. In addition, please provide a short summary of each oral agreement or arrangement and any circumstances that are responsive to the requests set forth below. Anydocuments identified as originals will be returned to you promptly.Unless otherwise indicated:(i) all requests are for any matters which are currently existing in effect or which have occurredwithin the last five years (even if they are not now existing or in effect if such matters arematerial), except as otherwise noted, and(ii) each request applies to all past and present subsidiaries of the Company (“Subsidiary”) andaffiliates (if any) and all predecessors, whether corporations, partnerships or joint ventures (for purposes of this request, all such entities also are included in the term “BL ” or the “Company”and are referred to as such)."
X
" = Previously provided; "
H
" = Provided herewith; "
I
" = Inapplicable
X/H/IResponsibleAppendix No.Remarks[I] BASIC CORPORATE CHARTER DOCUMENTS
1. Organization chart2. Certified copy of the Certificate of incorporation andany amendments thereto3. Certified copy of the Memorandum of Association4. Certified copy of the Articles of Association5. Changes in corporate name or purpose; the supportingresolutions and the filings for the same6. List of subsidiaries, affiliates, branches, partnerships, joint ventures, sales offices together with the followingdetails:(i) Date of acquisition/ incorporation/commencement(ii) Date of closure/ disposal/ cessation
 
["
X
" = Previously provided; "
H
" = Provided herewith; "
I
" = Inapplicable]2
X/H/IResponsibleAppendix No.Remarks
7. List of Board members as on date.8. Members of Audit committee / Remunerationcommittee/Any other committee and their terms of reference 9. Name and address of Auditors10. Name and address of Company Secretary/ComplianceOfficer  11. Name and address of legal advisor.12. Minutes of the meetings of the Board of Directors, andcommittees of directors, including copies of notices of all such meetings where written notices were given,and copies of all written consents from date of incorporation to date. 13. Minutes of the meetings of the shareholders/ membersfrom the date of incorporation to date.14. Registers maintained by the Company(i) Register of charges(ii) Register of members(iii) Register of shares bought back under section 77A(iv) Foreign register of members(v) Registers of particulars of contracts in whichdirectors are interested under section 301(vi) Register of directors, managing director, manager and secretary under section 303(vii) Register of directors’ shareholding(viii) Register of loans under section 370(ix) Register of investments or loans made, guaranteegiven or security provided under section 372A(x) Register of Renewed and Duplicate Certificatesunder Rule 7 of the Contracts (Issue of ShareCertificates) Rules, 1960
15.
 All filings made with the Registrar of Companies uptodate including but not limited to:(i) Annual Returns filed by the Company with the
 
["
X
" = Previously provided; "
H
" = Provided herewith; "
I
" = Inapplicable]3
X/H/IResponsibleAppendix No.Remarks
Registrar of Companies and the receipts relatingthereto(ii) Balance Sheet filed with the Registrar of Companies and the receipts relating thereto(iii) Compliance reports by the Company Secretaryand receipts relating thereto(iv) Form no. 2 / Form no. 23 / Form no. 25C andreceipts relating thereto. Please also disclosewhether any shares had been allotted to 50 or more persons at one time in violation of section67(3) of the Companies Act, 1956.(v) Please also provide copies of all disclosuresmade u/s 299 in Form 24AA by all directors.(vi) 81(1A) resolutions for the allotment of sharesmade by the Company prior to the IPO for allfresh allotments.(vii) Confirmation that the Company has not issuedshares to more than 49 persons at one time interms of Section 67(3) of the Companies Act.(viii) Resolutions regarding amendments to the Articles of Assocaition of the Company in termsof the requirements of the Stock Exchanges asrequired under Securities Contract Regulation Actand Rules thereunder.(ix) Intimation to the existing shareholders regardingthe lock-in of shares for a period of one year fromthe allotment of shares in the Issue.(x) In case further shares are issued to Promoters or the Promoters propose to subscribe to the sharesin the Issue as Promoters Contribution, 81(1A)resolutions should also comply with UnlistedPublic Companies (Preferential Allotment) Rules,2003.(xi) Where FII investment through the PIS route israised beyond 24% of its share capital. Companyto provide the resolution.

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