TaxTMI 
TaxTMI 
Formats of due diligence certificates
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....the draft offer document 18[****] filed with the Board is in conformity with the documents, materials and papers which are material to the issue; (b) all material legal requirements relating to the issue as specified by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and (c) the material disclosures made in the draft offer document 18A[****] are true and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 2013, these regulations and other applicable legal requirements. (3) Besides ourselves, all intermediaries named in the draft offer document 18B[****] are registered with the Board and that till date, such registration is valid. (4) We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments. (5) Written consent from the promoters has been obtained for inclusion of their specified securities as part of the promoters' contribution subject to lock-in and the specified securities proposed to form part of the promoters' cont....
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.... from the issuer that it shall comply with all disclosure and accounting norms specified by the Board. 4[(11)] We shall comply with the regulations pertaining to advertisements in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. 4[(12)] If applicable, the entity is eligible to list on the 1[innovators growth platform] in terms of the provisions of Chapter X of these regulations. 5[****] We enclose a note explaining the process of due diligence that has been exercised by us including in relation to the business of the issuer, the risks in relation to the business, experience of the promoters and that the related party transactions entered into for the period disclosed in the offer document have been entered into by the issuer in accordance with applicable laws. We enclose a checklist confirming regulation-wise compliance with the applicable provisions of these regulations, containing details such as the regulation number, its text, the status of compliance, page number of the draft offer document 18F[****] where the regulation has been complied with and our comments, if any. Place: Lead Manager(s) to the Iss....
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....sp;commencement of lock-in period as stated in the draft offer document. (6) All applicable provisions of these regulations, which relate to specified securities ineligible for computation of promoters' contribution, have been and/or shall be duly complied with and appropriate disclosures as to compliance with the said regulation(s) have been made in the pre-filed draft offer document. (7) All applicable provisions of these regulations which relate to receipt of promoters'' contribution prior to opening of the issue, shall be complied with. Arrangements have been made to ensure that the promoters' contribution shall be received at least one day before the opening of the issue and that the auditors' certificate to this effect shall be duly submitted to the Board. We further confirm that arrangements have been made to ensure that the promoters' contribution shall be kept in an escrow account with a scheduled commercial bank and shall be released to the issuer along with the proceeds of the issue. (8) Necessary arrangements shall be made to ensure that the monies received pursuant to the issue are credited or transferred to in....
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....ocument [See regulations 25(2)(c), 71(2)(c), 20[****] 123(2)(c) and 156(2)(b)] To, Securities and Exchange Board of India 21[/Stock Exchanges] Dear Sirs, Sub.: Public/Rights Issue of ......................... by ............................. (Name of the issuer) We confirm that: (1) We have examined all relevant documents pertaining to the said issue. (2) We have examined the relevant documents pertaining to the security to be created. (3) On the basis of discussions with the issuer, its directors and other officers, other agencies/intermediaries and on examination and independent verification of the various relevant documents, we confirm that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security or asset cover for the secured convertible debt instruments to be issued. (b) The issuer has obtained the permissions or consents necessary for creating security on the property as second charge or pari pasu charge (wherever applicable) (c) The issuer has made all relevant disclosures about the security or asset cover. (d) The issuer has made all relevant disclosures about its continuing obligations towards the holders of conv....
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....ard of India Dear Sirs, Sub.: Public/Rights Issue of .................... by ........................... (Name of the issuer) We confirm that: (1) The updated draft red herring prospectus-I/updated draft red herring prospectus-II, as the case may be, filed with the Board contains all the material disclosures in respect of the issuer as on the said date. (2) The registration of all intermediaries named in the offer document are valid as on date and that none of these intermediaries have been debarred by any regulatory authority. (3) Written consent from the promoter(s) has been obtained for inclusion of their securities as part of promoters' contribution, subject to lock-in. (4) The securities proposed to form part of the promoters' contribution and subject to lock-in, have not been disposed or sold or transferred by the promoters during the period starting from the date of filing the pre-filed draft offer document with the Board till date. (5) Agreements have been entered into with the depositories for dematerialisation of the securities of the issuer. Place: Date: Lead Manager(s) to the Issue with Official Seal(s)] Form D - Format of....
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....ctus 38[****] contains all disclosures as specified in these regulations. (4) All material disclosures in respect of the issuer have been made in the offer document 39[****] and certify that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. (5) Agreements have been entered into with the depositories for dematerialisation of the specified securities of the issuer. Place: Lead Manager(s) to the Issue Date: with Official Seal(s) Form F - Format of due diligence certificate to be given by the lead manager(s) along with the final post-issue report [See regulation 151, 210 and 277] To, Securities and Exchange Board of India Dear Sirs, Sub.: Public issue of ........................ by ........................... (Name of issuer) We confirm that: (1) The certificates in respect of locked-in specified securities have been stamped 'not transferable' indicating the period of non-transf....
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....Place: Lead Manager(s) to the Issue Date: with Official Seal(s) Form H - Format of the due diligence certificate to be filed by the lead manager for IDR issues [See regulation [186(3)] To, Securities and Exchange Board of India Dear Sirs, Sub.: Issue of ..................... (hereinafter referred to as 'IDRs') by ..................... (hereinafter referred to as the 'issuing company') We confirm that: (1) The Draft Red Herring Prospectus (hereinafter referred to as the "DRHP") is being filed with the Securities and Exchange Board of India (hereinafter referred to as the "Board") in compliance with the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with the Companies (Registration of Foreign Companies) Rules, 2014 (hereinafter referred to as "the IDR Rules"), on a public basis. (2) We have examined the disclosures made by the issuer in the jurisdictions where its underlying equity shares are listed so as to ensure uniformity and parity of information shared with investors across different regulatory jurisdictions (hereinafter referred to as "publicly available information") an....
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.... and the issuer specifically contains this condition. (9) Disclosure has been made in the draft offer document that the investors shall be given an option* to receive the IDR in demat or physical mode. [*The option to receive physical security certificates in a rights issue shall be available only for a period of six months from the date of coming into force of these regulations.] (10) Following disclosures have been made in the draft offer document/ draft letter of offer: (a) An undertaking from the issuer that at any given time, there shall be only one denomination for the IDR, and (b) An undertaking from the issuer that it shall comply with all disclosure and accounting norms specified by the Board. (11) None of the intermediaries named in the red herring prospectus / prospectus have been debarred from functioning by any regulatory authority. (12) We enclose a note explaining the process of due diligence that has been exercised by us including in relation to the business of the issuer, the risks in relation to the business, and experience of the promoters. (13) We enclose a checklist confirming regulation-wise compliance with the applicable provisions of these regulation....
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....ed 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "or draft letter of offer" 16. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "71(2)(b), 100(2)(a)," 17. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "/Rights" 18. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "/ draft letter of offer" 18A. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "/ draft letter of offer" 18B. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "....
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.... case of a rights issue) filed with the designated stock exchange" 26. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "or letter of offer" 27. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "Note: The requirements in items 3 and 4 above are not applicable in case of a rights issue." 28. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, ", 71(7)(c)" 29. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "/Rights" 30. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "/ letter of offer (in case of a ri....