PART-A

INFORMATION PERTAINING TO THE COMPANY

I. COMPANY INFORMATION

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. A complete and comprehensive chart indicating the
corporate structure of the Company.

2. A chart showing the relationship between the Company

and its affiliates, as well as other companies owned or
controlled by any of the directors or shareholders of the
Company.

3. Copies of upto-date Memorandum of Association and

Articles of Association of the Company.

4. A statement indicating details of any written / oral

arrangements (including but not restricted to any
shareholders agreements, partnership agreements)
amongst the shareholders, and copies of relevant
agreements including related party agreements.

5. A list stating the registered office, the principal office,

branch offices/ other offices of the Company.

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 6. List of all locations (within and outside India) in which
the Company is operating or is otherwise engaged in
business.
7. Location and address where the statutory registers,
records and books of the Company are normally kept.

8. Name and address of the Company Secretary and

statutory auditors of the Company.

9. Name and addresses of person, if any, who have been

charged / designated by the Board of the Company
with the responsibility of complying with the statutory
provisions of the Companies Act, 1956 and Companies
Act, 2013.

10. Nature and description of business activities currently

undertaken by the Company. Copies of presentations, if
any, prepared by the Company.

11. Confirm the listing status of the Company and provide

us with the relevant documents.

II. DIRECTORS

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED

Page 2 of 24
 YES NO
1. List of Directors (identifying the Chairman, Vice-
Chairman, Managing Director, Whole Time Director)
of the Company, along with the following details:

(i) Nationality;
(ii) Other Directorships and business interest;
(iii) Beneficial and non-beneficial interest including
the holding of any capital, debentures or
warrants of the Company;
(iv) Specify whether the Directors are executive or
non-executive;
(v) Any management or job title held by any of the
Directors; and
(vi) Date of appointment and the date of retirement,
if any.

2. Statement setting out in detail, the list of companies

and firms in which the Directors mentioned above are
interested and nature of interest of such Director.

3. Full particulars about the nature and extent of any

interests of Directors in transactions that are / were
unusual in their nature or conditions or significant to
the business of the Company.

4. Details of any personal bankruptcy of any Director and

of any insolvency of a group of which any of the
Directors was a director, officer or shareholder.

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 5. Copies of Powers of Attorneys / Board Resolutions,
authorizing or empowering a Director.

6. List of Directors who are liable to retire by rotation and

list of non-retiring Directors of the Company.

7. Agreements, if any, entered into with the executive

directors.

III. SHARE CAPITAL AND SHAREHOLDING

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. A statement indicating the authorized, issued,
subscribed and paid up share capital, classes of shares
of the Company, and a statement indicating dates of
any increase in the authorized, issued, subscribed and
paid up capital of the Company along with the copies
of the relevant resolutions.

2. A complete list of shareholders of the Company along

with their percentage shareholding in the Company
showing number of shares held and stating whether the
same are held beneficially or otherwise. Where the
shareholders of the Company are corporate entities /
partnership, a list of shareholders of such corporate

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 entities / partners of the partnership firm and their
respective percentage shareholding / share in such
entities.

3. Details in respect of the limitations if any on the ability

of the shareholders to freely transfer their shares.

4. Statement setting out the quorum requirements for a

meeting of the shareholders / directors of the Company.

IV. STATUTORY COMPLIANCES

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. Copies of all resolutions passed by way of circulation,
Minute Books (board, committees and shareholders
meetings) and statutory registers maintained by the
Company under the Companies Act, 1956 and
Companies Act, 2013.

2. Copies of compliance certificates, if any, issued by the

Managing Director or the Company Secretary to the
Board of Directors or as filed with the Registrar of
Companies.

3. Copies of Annual Returns, Annual Report and Balance

Page 5 of 24
 Sheet filed with the Registrar of Companies for the last
3 (three) financial years.

4. Copies of applications and correspondence, if any,

made to any statutory authorities, including the
Ministry of Corporate Affairs.

5. Copies of applications filed and approvals received

relating to appointments of Directors and sole selling
agents.

6. Details of non-compliance by the Company of statutory

requirements.
7. Copies of all statutory filings by, or pertaining to, the
Company for the last three years, with the Registrar of
Companies along with copies of the treasury receipts
evidencing such filing.

8. Copies of all filings made with the Reserve Bank of

India or the authorized dealer of the Company in the
last 3 (three) years.

V. BORROWINGS/LENDINGS

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED

Page 6 of 24
 YES NO
1. A list of all borrowings including but not limited to
secured loans, unsecured loans, debentures, fixed
deposits, public deposits, deferred credits, undertaken
by the Company from banks, financial institutions or
otherwise from private investors, shareholders etc
subsisting as on date. Please also provide details such
as:

(i) Date of the borrowing;

(ii) Amount borrowed;
(iii) Interest Payable;
(iv) Date of repayment;
(v) Details of any special conditions attached;
(vi) Number of installments, if payable in
installments, and also the number of
installments paid and amount of each
installment. Further please also provide the
remaining installments and the period and dates
of such repayment;
(vii) Copies of all resolutions of the Board and/or
General Meeting of the Company relating to the
borrowings;
(viii) Nature and type of security provided for each
borrowing;
(ix) Any events of default committed by the
Company;
(x) Guarantees given including corporate
guarantees and personal guarantees by directors
and shareholders with full particulars and
copies of relevant documents.

Page 7 of 24
2. Copies of documentation connected with all borrowing
and other financial facilities availed by the Company
including bank overdrafts.

3. Copies of sanction letters issued by the lenders giving

complete details of the terms and conditions of the
loans.

4. Details of pledge of shares of the Company.

5. Copies of all security documents relating to such
borrowings, and any agreements or commitments to
grant any such security.

6. Copies of any default notices served on the Company

and details of any non-compliance with the borrowing
and security documentation referred to above. Details
pertaining to present status thereof.

7. Copies of relevant documentation or a brief description

of financial grants or other assistance from a
governmental or other body and state the amount
owing to any such body.

8. Copies of documentation of all lending by the

Company to other parties or members/shareholders of
the Company.

9. Copies of all security documents, including letters of

comfort held by the Company and relating to such

Page 8 of 24
 lending.

10. If any of the above matters has not been reduced to

writing please provide a brief description thereof.

11. List and copies of authorization/sanctions from the

Board/shareholders of the Company and Government
permissions where necessary in respect of lendings.

12. All hire purchase, credit sale, rental, leasing,

maintenance or similar agreements or arrangements
and details of the assets subject to such agreements or
arrangements.

13. Copies of all guarantees and indemnities furnished by

the Company.

14. Confirmation that all terms and covenants to be

observed and performed by the Company in respect of
the borrowings by the Company have been duly
observed and performed up to date.

VI. INVESTIGATIONS, LITIGATION AND DISPUTES

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED

Page 9 of 24
 YES NO

1. Details of any current investigations in respect of the

Company by any regulatory body, including the Stock
Exchanges, Enforcement Directorate and Securities and
Exchange Board of India.

2. A list of any past and current litigation, arbitration or

other disputes or proceedings affecting the Company or
any person for whose acts or defaults the Company
may be vicariously liable which, to the Company's
knowledge, is currently involving the Company, or is
contemplated, including but not limited to:

(i) Company, Directors, Shareholders;

(ii) Borrowings, Lending;
(iii) Employees;
(iv) Property;
(v) Patents, trademarks, copyrights;
(vi) Customers, suppliers;
(vii) Insurance;
(viii) Taxation including Income tax, excise, sales
tax, etc.;
(ix) Environmental matters;
(x) Anti-competitive practices.

3. In respect of any past or current litigation or other

dispute, copies of:

(a) Pleadings or other documents filed at court in

Page 10 of 24
 connection with such dispute;
(b) Relevant correspondence;
(c) Opinions from counsel or other advisers; and
(d) Estimate of legal costs.

4. Any injunction, order or judgment still in force made

by any court or regulatory body against the Company.

5. Any undertaking given by the Company to any court or

any third party arising out of any legal proceedings.

Page 11 of 24
 PART-B
INFORMATION PERTAINING TO THE UNDERTAKING

I. PERSONNEL

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. List of all full time and part time personnel employed
by the Company in the Undertaking, whether
employees or retained or on deputation, along with
details of remuneration and benefits given to them.

2. Corporate and organizational chart of the Undertaking,

including details of key employees of the Undertaking.

3. Copies of the standard appointment letters /

employment agreements / confidentiality agreements /
bonds in respect of each category of personnel
employed by the Company in the Undertaking.

4. Details of all contracts, agreements or arrangements

with independent contractors engaged by the Company
in the Undertaking including copies of any relevant
documents. Copies of the certificates of registration of
the contractors with whom the Company has executed
contracts for employing labour through contractors in

Page 12 of 24
 respect of the Undertaking, as required under the
Contract Labour (Regulation and Abolition) Act, 1970.

5. Details of the current, threatened (both oral and

writing) or pending disputes regarding employees or
benefits extended to the employees with copies of
documents pertaining to such labour disputes, requests
for arbitration or conciliation, grievance proceedings,
unfair labour practice charges or any charges or
complaints under investigation by a governmental
body.

6. A statement indicating litigations / disputes, if any,

relating to Employee State Insurance Scheme,
Provident Fund Dues, or other labour related dues.

7. Copies of documentation or arrangements of any share

option, share incentive, profit sharing arrangements or
other incentive schemes for employees and contractors
of the Undertaking including bonus arrangements.

8. List of trade unions, if any, together with the relevant

documentation.
9. List of all pension, retirement benefit schemes along
with copies of relevant documents including but not
limited to gratuity, employee state insurance,
superannuation and provident fund of the employees of
the Undertaking.

10. Details of all unfunded obligations on gratuity,

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 pension, superannuation and the like.

11. Details of any pensions or retirement benefits paid or

promised by the Undertaking (whether legally binding
or not).

12. Copies of all relevant documentation relating to

disciplinary proceedings, code of conduct for
employees, rules and regulations governing the
employees, standing orders, etc. in the Undertaking.

13. List of all material transactions between the

Undertaking and its officers, directors, and/or
employees. A material transaction would be one which
(a) is of an aggregate value of at least Rs. 0.1 million in
a given one year period, or (b) which is entered into by
the Company other than in the ordinary course of its
business.

14. Details of any employees retrenched by the

Undertaking.

15. Details of any claims made by employees and details of

any settlement entered into by the Undertaking.

16. Details of all women employee in the Undertaking and

documents pertaining to the Maternity Benefit Act,
1961.

17. Copies of all records and registers maintained and

Page 14 of 24
 return filed under the Payment of Wages Act,
Minimum Wages Act and Equal Remuneration Act,
1976.

18. Details of compliance with the Payment of Bonus Act,

D 1965 and copies of records and registers maintained
and return filed under the same.

19. Details of compliance with the Employment Exchanges

D (Compulsory Notification of Vacancies) Act, 1959.

20. Details of contributions made to the state labour

welfare fund on the employer and employees’ behalf.

21. Confirmation that the Company/Undertaking is in

compliance with applicable laws relating to its
employees, including contribution to provident fund.

22. Details of all loans extended by the Company to its

personnel employed in the Undertaking.

II. INTELLECTUAL PROPERTY

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. Details of all Intellectual Property owned by the

Page 15 of 24
 Company or used by the Company with regard to the
Undertaking. ‘Intellectual Property’ means and
includes patents, trademarks, trade secrets, registered
designs, logos and service marks and rights (whether
registered or unregistered) in any trade or business
name, designs, and copyrights.

2. Copies of all registration certificates and applications

made for registration in respect of Intellectual Property
used by the Company in respect of the Undertaking.

3. Copies of all agreements entered into by the Company

to license the Intellectual Property owned by it and
used in relation to the Undertaking and other
arrangements for transfer of technology by it to any
other entity and any arrangement for use of Intellectual
Property of the Company as used by the Undertaking
by any other entity.

4. Where the Company does not own any Intellectual

Property which is used by the Undertaking, copies of
the licensing agreements relating to the Intellectual
Property and other arrangements for transfer of
technology and any arrangement for use of Intellectual
Property by the Undertaking.

5. Confirmation that all terms and covenants to be

observed and performed by the Company/Undertaking
in respect of agreements relating to Intellectual
Property have been duly observed and performed up to
date.

Page 16 of 24
III. CONTRACTS

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. Details of all supply, agency, marketing or distribution
agreement or arrangement entered into by the
Company with respect to the Undertaking.

2. Details of tie ups of the Company with various

producers and growers of sugar cane as regards supply
of sugarcane to the Undertaking.

3. Copies of all agreements (in whatever form) entered

into by the Company with respect to the Undertaking
with any suppliers/purchasers / customers / service
providers.

4. Copies of any commission, brokerage, agency or

similar contracts, relating to the sale or procurement or
goods or services pertaining to the Undertaking.

5. Copies of any security agreements, including

conditional sales contracts, mortgages, accounts
receivables, financing agreements pertaining to the

Page 17 of 24
 Undertaking.

6. Copies of agreements (or in the absence thereof, all

details of any arrangements) pertaining to the
Undertaking, regarding: any long term commitments -
financially, operationally or commercially - including
but not limited to any present, prospective or envisaged
partnership or joint-venture arrangement or any other
present, envisaged or planned (whether or not
enforceable and whether in writing or oral)
arrangements on a long term basis.

7. Copies of any non-competition agreements which

impacts the Undertaking and a summary of any oral
arrangement of a similar restriction or nature or to a
similar effect.

8. Copies of other agreements, if any, which has, or is

likely to have, a material effect on the financial or
trading position or prospects of the Undertaking or is
outside the ordinary course of the Company’s business.

9. Confirmation that all terms and covenants to be

observed and performed by the Undertaking in respect
of its contracts have been duly observed and performed
up to date.

10. Copies of all joint ventures agreements, collaboration

agreements, profit sharing agreements, partnerships,
agreements relating to the Undertaking.

Page 18 of 24
 11. Details of all material transactions of the Company
with respect to the Undertaking, including copies of
contract, if any. A material transaction would be one
which (a) is of an aggregate value of at least Rs. 0.1
million in a given one year period, or (b) which is
entered into by the Company other than in the ordinary
course of its business.

IV. ASSETS

Detailed description of the material assets owned or used by the Undertaking including the following:

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED
YES NO
1. Real Estate:

(i) All freehold properties including a detailed

description of the location, approximate area,
and details of any recent valuation together with
copies of documents of title;

(ii) All leasehold properties leased to and/or in the

possession of the Undertaking, whether singly
or jointly, including a detailed description of the
location, approximate area, name and address of

Page 19 of 24
 landlord, term, rent, and any recent valuation.
Copies of the agreement granting lease or
license to the Company along with receipts in
respect of the last payment of rent;

(iii) Confirmation that all terms and covenants to be

observed and performed by the Undertaking in
respect of the leasehold property have been
duly observed and performed up to date;

(iv) Details of any claim against any property that is

owned, occupied or used by the Undertaking for
right of way, right of use, right of occupation,
right of maintenance, right of residence, right of
easement or any other right of whatsoever
nature;

(v) Details (and where relevant, copies) of any

mortgage, lien, charge, lease, easement, trust,
option, right to acquire or any other claim or
encumbrance over the whole or any part of the
undertaking, properties or assets belonging to
the Undertaking and whether consent from any
of them would be required for the transaction
contemplated;

(vi) Details of all rates, taxes, assessments and other

outgoings payable in respect of the property
owned/leased by the Undertaking along with a
copy of the latest paid-up bills and receipts in
respect thereof;

Page 20 of 24
 (vii) Details of all lease and leave or license granted
by the Undertaking in respect of any property
owned or leased by it;

(viii) Details of the zoning restrictions, if any, on the

freehold/leasehold property owned or occupied
by the Undertaking;

(ix) Details of any restrictive covenants or

provisions, or legislation, rules or regulations,
or orders, charges, restrictions, agreements,
conditions or other matters, to the best of the
knowledge and belief of the Undertaking,
precludes the use of the properties for the
purpose for which the properties are now used
and each such user is the permitted user under
the provisions of any relevant planning
legislation;
(x) Confirmation that all necessary approvals,
licenses and consents relating to the use and
occupation of the properties have been obtained
together with copies of the same.

V. LICENSES/REGISTRATIONS

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED

Page 21 of 24
 YES NO

1. Copies of all correspondence with the Government of .

India, the relevant State Government as well as details
and copies of all compliances, licenses, consents,
permits, authorizations, approvals and registrations
held by the Company, including but not limited to
equipment procurement and import clearances, (for
fuel to generators sets, if any) shops and establishment
registrations, trade license, factories license, labour
licenses, pollution clearances, importer and exporter
license, warehouse license, and registrations under the
various Sugar related orders issued by the Central
Government as well as the State Government, and the
rules and regulations made thereunder in respect of the
business undertaken by the Undertaking.

2. Please confirm if the Undertaking is registered as a

small scale undertaking or medium and small
enterprise and provide us with the registrations.

3. Copies of all statutory registers, returns and filing made

by the Company under the various applicable laws.

4. Details of any non compliance with applicable laws,

regulations or byelaws or the conditions attached to any
license, consents, permit, authorization, approval or
registration along with details of all investigations
against the Undertaking by national, state or other

Page 22 of 24
 bodies.

5. Details of any exemption granted to the Undertaking by

any governmental authority (local, state or central),
letters of assurance/ comfort/ guarantees, if any, issued
by the Company to governmental authorities (local,
state or central).

VI. INSURANCE

S. ITEM COMMENTS OF THE PLEASE COMMENTS

No. COMPANY, IF ANY. INDICATE IF
THE
DOCUMENT
IS PROVIDED

YES NO

1. Details of all insurance maintained under the insurance

policies in respect of the business or assets of the
Undertaking that are currently valid and the date of
expiry of insurance policies, including but not limited
to general insurance of the assets of the Undertaking,
environmental liability, product liability, directors
liability, employee accident policy, and public liability
insurance along with copies of the insurance policies
and receipts evidencing payment of premium.

2. A summary of insurance claim-history and a summary

Page 23 of 24
 of the current claims and disputes, if any, under any of
the insurance policies.

3. Any notice or other information possessed regarding

cancellation of, or material premium increases under
such policies.

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