Due Diligence

Prepared by: CS Biman Debnath Prepared by: CS Biman Debnath

WHAT IS “DILIGENCE REPORT ” FOR WHAT IS “DILIGENCE REPORT ” FOR

BANKSBANKS ??

Diligence reporting is an investigative exercise designed to provide the Diligence reporting is an investigative exercise designed to provide the

Banker with comfort about the transaction proposed to be executed , and Banker with comfort about the transaction proposed to be executed , and

to minimise the risk that the banker runs. to minimise the risk that the banker runs.

Risk for instance, may be that the transaction or assets may not be worth Risk for instance, may be that the transaction or assets may not be worth

as much as claimed by the borrower. Or, perhaps, the growth prospects as much as claimed by the borrower. Or, perhaps, the growth prospects

may not be as rosy as predicted. Or, there may be hidden liabilities that may not be as rosy as predicted. Or, there may be hidden liabilities that

materialise after the transaction is completed, leaving the Banker to face materialise after the transaction is completed, leaving the Banker to face

the music. It is the objective of a due diligence review to identify such the music. It is the objective of a due diligence review to identify such

``black holes'' and ensure that their impact is appropriately reflected in the ``black holes'' and ensure that their impact is appropriately reflected in the

transaction. Thereby helping the banker to reach at a concrete conclusion. transaction. Thereby helping the banker to reach at a concrete conclusion.


WHY IT IS REQUIREDWHY IT IS REQUIRED ??

You all are aware about Lehmann Brothers which came into existence You all are aware about Lehmann Brothers which came into existence 158 years ago, and in 2007-Ranked 1158 years ago, and in 2007-Ranked 1STST amongst “MOST ADMIRED amongst “MOST ADMIRED SECURITIES FIRM” and became Financial advisor to ABN AMRO and SECURITIES FIRM” and became Financial advisor to ABN AMRO and one fine morning it became insolvent, why ? one fine morning it became insolvent, why ?

The two main causes of downfall of Lehmann Brothers are : – The two main causes of downfall of Lehmann Brothers are : –

LOSSES DUE TO MORTGAGESLOSSES DUE TO MORTGAGES

DEFECTS IN PROJECT RATINGSDEFECTS IN PROJECT RATINGS

While the primary function of a While the primary function of a Diligence ReportDiligence Report is to ensure there is to ensure there

are no skeletons in the closet, waiting to fall out after the deal has are no skeletons in the closet, waiting to fall out after the deal has

been closed. The banker can use it as a ``diagnostic'' to identify been closed. The banker can use it as a ``diagnostic'' to identify

weaknesses that could potentially drive down the transaction.weaknesses that could potentially drive down the transaction.


And In a world where the bank must be on guard, a due diligence exercise is in And In a world where the bank must be on guard, a due diligence exercise is in

the nature of insurance against the potentially huge downside of a transaction the nature of insurance against the potentially huge downside of a transaction

that goes wrong. As in almost in every other aspect of life, in corporate deals that goes wrong. As in almost in every other aspect of life, in corporate deals

too, forewarned is fore armed. This (report) will provide banks with complete too, forewarned is fore armed. This (report) will provide banks with complete

picture of corporates— whether they have complied with statutory norms, picture of corporates— whether they have complied with statutory norms,

whether they used the funds for the purpose mentioned etc.whether they used the funds for the purpose mentioned etc.

Thus, the Diligence Report will serve the following vital purposes:Thus, the Diligence Report will serve the following vital purposes:

(i) Assure the Bank (Lender) of a proper & adequate security on a continuous (i) Assure the Bank (Lender) of a proper & adequate security on a continuous

basis till subsistence of the loan.basis till subsistence of the loan.

(ii) Act as a safeguard for the Banker against any possible fraud / default by (ii) Act as a safeguard for the Banker against any possible fraud / default by

the borrower arising out of non-compliance or willful misconduct or the borrower arising out of non-compliance or willful misconduct or

negligence.negligence.

(iii) Minimise all possible risks associated with the loan and strengthen the (iii) Minimise all possible risks associated with the loan and strengthen the

position of the Lender till the loan is fully repaid.position of the Lender till the loan is fully repaid.


• Thus the Diligence Report covers many critical and relevant Thus the Diligence Report covers many critical and relevant

matters such as matters such as (a)(a) Details of the Directors, Details of the Directors, (b)(b) shareholding shareholding

pattern, pattern, ©© Details of the Forex exposure and overseas borrowing, Details of the Forex exposure and overseas borrowing,

(d)(d) risk mitigation through insurance cover in respect of all assets, risk mitigation through insurance cover in respect of all assets,

(e)(e) payment of all statutory dues and other compliance, payment of all statutory dues and other compliance, (f)(f) proper proper

utilization/end-use of the funds, utilization/end-use of the funds, (g)(g) compliance with mandatory compliance with mandatory

Accounting Standards, Accounting Standards, (h)(h) compliance with various clauses of compliance with various clauses of

Listing Agreement in case of a listed company etc. The compact Listing Agreement in case of a listed company etc. The compact

structure of the diligence Report under its twenty-five paragraph structure of the diligence Report under its twenty-five paragraph

makes it obligatory for a makes it obligatory for a Practicing Company SecretaryPracticing Company Secretary to prepare to prepare

the Report after critical examination of all relevant records and the Report after critical examination of all relevant records and

documents of the borrowing companies which demands a high documents of the borrowing companies which demands a high

degree of care, skill and knowledge.degree of care, skill and knowledge.


WHAT ARE THE LEGISLATIVE FRAMEWORKWHAT ARE THE LEGISLATIVE FRAMEWORK ??

The Reserve Bank of India had issued six circulars : The Reserve Bank of India had issued six circulars :

•DBOD No.BP. BC.46/08.12.001/2008-09 dated September 19, 2008DBOD No.BP. BC.46/08.12.001/2008-09 dated September 19, 2008

•DBOD.No.BP.BC.94/08.12.001/2008-09 dated December 08, 2008DBOD.No.BP.BC.94/08.12.001/2008-09 dated December 08, 2008

•UBD.PCBNo. 36 /13.05.000 / 2008-09 datedUBD.PCBNo. 36 /13.05.000 / 2008-09 dated January 21, 2009January 21, 2009

•DBOD.No.BP.BC.110/08.12.001/2008-09 dated February 10, 2009DBOD.No.BP.BC.110/08.12.001/2008-09 dated February 10, 2009

•UBD.PCB.No. 49 /13.05.000/2008-09 dated February 12 , 2009 UBD.PCB.No. 49 /13.05.000/2008-09 dated February 12 , 2009

•UBD.PCB.No. 59 /13.05.000/2008-09 dated April 9, 2009 . UBD.PCB.No. 59 /13.05.000/2008-09 dated April 9, 2009 .

All putting emphasis on sharing of information between banks and All putting emphasis on sharing of information between banks and

obtaining the Diligence Report . RBI had also issued the format for the obtaining the Diligence Report . RBI had also issued the format for the

diligence report which we will be discussion at the end.diligence report which we will be discussion at the end.


WHO HAS TO OBTAINWHO HAS TO OBTAIN ??

All the Circulars mentioned above has been issued to The Chairman All the Circulars mentioned above has been issued to The Chairman

& Managing Directors /Chief Executive Officers of All Scheduled & Managing Directors /Chief Executive Officers of All Scheduled

Commercial Banks (excluding RRBs and LABs)/ and Primary Urban Commercial Banks (excluding RRBs and LABs)/ and Primary Urban

Co-Operative Banks.Co-Operative Banks.

““THUS IT IS THE BANKER WHO HAS TO OBTAIN THIS THUS IT IS THE BANKER WHO HAS TO OBTAIN THIS DILIGENCE REPORT.”DILIGENCE REPORT.”


FROM WHOM TO OBTAIN ?FROM WHOM TO OBTAIN ?

• Point No. 2 (iii) of Circular No. RBI/2008-2009/183 _____ DBOD No. BP. Point No. 2 (iii) of Circular No. RBI/2008-2009/183 _____ DBOD No. BP.

BC.46/ 08.12.001/2008-09 dated September 19, 2008 issued to The BC.46/ 08.12.001/2008-09 dated September 19, 2008 issued to The

Chairman & Managing Directors /Chief Executive Officers of All Chairman & Managing Directors /Chief Executive Officers of All

Scheduled Commercial Banks (excluding RRBs and LABs ) reads as Scheduled Commercial Banks (excluding RRBs and LABs ) reads as

“ “Obtain regular certification by a professional, Obtain regular certification by a professional, PREFERABLY A PREFERABLY A

COMPANY SECRETARYCOMPANY SECRETARY, regarding compliance of various statutory , regarding compliance of various statutory

prescriptions that are in vogue, as per specimen given in prescriptions that are in vogue, as per specimen given in Annex IIIAnnex III. ”. ”

http://www.rbi.org.in/scripts/NotificationUser.aspx?Mode=0&Id=4487#a3%23a3


• It should be noted here that the banker should himself make the It should be noted here that the banker should himself make the

appointment of the Company Secretary to obtain the report, and it appointment of the Company Secretary to obtain the report, and it

should not be left to the borrower to Obtain the report because it is a should not be left to the borrower to Obtain the report because it is a

confidential report and the report is to be addressed to the Banker.confidential report and the report is to be addressed to the Banker.

Further one should note as to why RBI has specifically mentioned the word Further one should note as to why RBI has specifically mentioned the word

PREFERABLY A COMPANY SECRETARYPREFERABLY A COMPANY SECRETARY, , there is a reason behind this , The there is a reason behind this , The

High Level Core Group, comprising of Chairman & Managing Director, Indian High Level Core Group, comprising of Chairman & Managing Director, Indian

Bank, General Manager, Bank of India, General Manager, Punjab National Bank, General Manager, Bank of India, General Manager, Punjab National

Bank, Vice President, Indian Bank, Vice President, Indian Banks’ Association and others were of the Banks’ Association and others were of the


unanimous view that the diligence report sought to be issued by Company unanimous view that the diligence report sought to be issued by Company

Secretaries in practice would give a high level of comfort to the banks Secretaries in practice would give a high level of comfort to the banks

entering into consortium lending / multiple banking arrangements. The entering into consortium lending / multiple banking arrangements. The

core competencies of company secretaries being corporate compliance core competencies of company secretaries being corporate compliance

management. Mr. T. S. Narayanasami, Chairman Indian Banks management. Mr. T. S. Narayanasami, Chairman Indian Banks

AssociationAssociation has said that Bankers would feel quite empowered to deal with the lending has said that Bankers would feel quite empowered to deal with the lending

proposition once they have the Diligence Report in their hands.proposition once they have the Diligence Report in their hands.

Here I would like to add one line that in the Satyam Scam, the Company Here I would like to add one line that in the Satyam Scam, the Company

Secretary has been given a clean Chit by the investigating agencies. Since Secretary has been given a clean Chit by the investigating agencies. Since

the inception of our institute in the year 1980 we have been giving quality the inception of our institute in the year 1980 we have been giving quality

service to the corporate world. service to the corporate world.


WHEN TO OBTAINWHEN TO OBTAIN ??

• The circulars mentioned above deals with Lending under Consortium The circulars mentioned above deals with Lending under Consortium

Arrangement/ Multiple Banking Arrangements, where the sanctioned limits is Arrangement/ Multiple Banking Arrangements, where the sanctioned limits is

Rs.5.00 crore and above. so what is Consortium Arrangement/ Multiple Rs.5.00 crore and above. so what is Consortium Arrangement/ Multiple

Banking Arrangements Banking Arrangements

Consortium Arrangement Means Consortium Arrangement Means

Under consortium arrangement, several banks (or financial Under consortium arrangement, several banks (or financial

institutions) finance a single borrower with common appraisal, institutions) finance a single borrower with common appraisal,

common documentation, joint supervision and follow-up exercises, common documentation, joint supervision and follow-up exercises,

here one lead banker does all the documentation and diligencehere one lead banker does all the documentation and diligence


Multiple Arrangement Multiple Arrangement

• Multiple Banking is a banking arrangement where a borrower Multiple Banking is a banking arrangement where a borrower

avails of finance independently from more than one bank. Thus, avails of finance independently from more than one bank. Thus,

there is no contractual relationship between various bankers of there is no contractual relationship between various bankers of

such borrower. Also in such arrangement each banker is free to do such borrower. Also in such arrangement each banker is free to do

his own credit assessment and hold security independent of other his own credit assessment and hold security independent of other

bankers.bankers.

Thus wherever is a consortium lending of Rs. 5.00 crore or more or Thus wherever is a consortium lending of Rs. 5.00 crore or more or

where ever the borrower is having multiple banking arrangement where ever the borrower is having multiple banking arrangement

and the sanctioned limit to that borrower and the sanctioned limit to that borrower is Rs.5.00 crore and aboveis Rs.5.00 crore and above

the banker should obtain a diligence report.the banker should obtain a diligence report.


WHAT IS THE PERIODICITY TO OBTAIN SUCH REPORT ?WHAT IS THE PERIODICITY TO OBTAIN SUCH REPORT ?

• Whenever there is Lending under Consortium Whenever there is Lending under Consortium Arrangement / Multiple Banking Arrangements Arrangement / Multiple Banking Arrangements and the sanctioned limits is of Rs.5.00 crore and and the sanctioned limits is of Rs.5.00 crore and above.above.

• They should obtain initially at the time of fresh They should obtain initially at the time of fresh sanction and further the Diligence Report shall sanction and further the Diligence Report shall be obtained on a half yearly basis.be obtained on a half yearly basis.


METHODOLOGY TO BE USED BY COMPANY METHODOLOGY TO BE USED BY COMPANY SECRETARY FOR DILIGENCE REPORTINGSECRETARY FOR DILIGENCE REPORTING

• To enable the To enable the Practicing Company SecretaryPracticing Company Secretary (PCS) to issue the Diligence (PCS) to issue the Diligence

Report, the Company (borrower) should provide the PCS access at the all Report, the Company (borrower) should provide the PCS access at the all

times to the books, papers, minutes books, forms and returns field under times to the books, papers, minutes books, forms and returns field under

various statutes, documents and records of the company , whether kept in various statutes, documents and records of the company , whether kept in

pursuance of the applicable laws or other wise and whether kept at the pursuance of the applicable laws or other wise and whether kept at the

registered office of the company or elsewhere which he consider essential registered office of the company or elsewhere which he consider essential

for the purposes of Diligence Reporting. The PCS shall be entitled to require for the purposes of Diligence Reporting. The PCS shall be entitled to require

from the officers or agents of the company, such information and from the officers or agents of the company, such information and

explanations as the PCS may think necessary for the purpose of such explanations as the PCS may think necessary for the purpose of such

Reporting. Reporting.


However, depending on the facts and circumstances he/she may However, depending on the facts and circumstances he/she may

obtain a letter or representation from the company in respects of obtain a letter or representation from the company in respects of

matters where verification by PCS may not be practicable, for matters where verification by PCS may not be practicable, for

example matters like-example matters like-

I.I. Dis-qualification of directors;Dis-qualification of directors;II.II. Show cause notices received;Show cause notices received;III.III. Persons and concerns in which directors are interested, Persons and concerns in which directors are interested, etc.etc.

Further a diligence report differs from audit in that, it does not Further a diligence report differs from audit in that, it does not

provide an opinion on the accounts being ``true and fair''-- the provide an opinion on the accounts being ``true and fair''-- the

audited accounts are typically the starting point. But, more audited accounts are typically the starting point. But, more

important, a due diligence review is not focused only on historical important, a due diligence review is not focused only on historical

results. results.


RESPONSIBILITY & PENALTY FOR RESPONSIBILITY & PENALTY FOR

FALSE DILIGENCEFALSE DILIGENCE

• While the RBI Notification has opened up a significant area of While the RBI Notification has opened up a significant area of

practice for Company Secretaries, it equally casts immense practice for Company Secretaries, it equally casts immense

responsibility on them and poses a greater challenge whereby responsibility on them and poses a greater challenge whereby

they have to justify fully the faith and confidence reposed by the they have to justify fully the faith and confidence reposed by the

banking industry and measure up to their expectations. Company banking industry and measure up to their expectations. Company

Secretaries must take adequate care while issuing Diligence Secretaries must take adequate care while issuing Diligence

Report.Report.


• Any failure or lapse on the part of a Any failure or lapse on the part of a Practicing Company SecretaryPracticing Company Secretary

(PCS) in issuing a Diligence Report may not only attract penalty (PCS) in issuing a Diligence Report may not only attract penalty

for false Reporting and disciplinary action for professional or other for false Reporting and disciplinary action for professional or other

misconduct under the provisions of the Company Secretaries Act, misconduct under the provisions of the Company Secretaries Act,

1980 but also make him liable for any injury caused to any person 1980 but also make him liable for any injury caused to any person

due to his / her negligence in issuing the Diligence Report. due to his / her negligence in issuing the Diligence Report.

Therefore, it becomes imperative for the PCS that he/she Therefore, it becomes imperative for the PCS that he/she

exercises great care and caution while issuing the Diligence exercises great care and caution while issuing the Diligence

Report and also adheres to the highest standards of professional Report and also adheres to the highest standards of professional

ethics and excellence in providing his/her services.ethics and excellence in providing his/her services.

THUS A GOLDMINE CAN TURN INTO A LANDMINETHUS A GOLDMINE CAN TURN INTO A LANDMINE


Diligence ReportDiligence Report To,To,The Manager, The Manager, ___________________ (Name of the Bank)___________________ (Name of the Bank)

I/We have examined the registers, records, books and papers of ____________ Limited having its I/We have examined the registers, records, books and papers of ____________ Limited having its

registered office at……………………………………………………… as required to be maintained under the registered office at……………………………………………………… as required to be maintained under the

Companies Act, 1956 (the Act) and the rules made thereunder , the provisions contained in the Companies Act, 1956 (the Act) and the rules made thereunder , the provisions contained in the

Memorandum and Articles of Association of the Company, the provisions of various statutes, wherever Memorandum and Articles of Association of the Company, the provisions of various statutes, wherever

applicable, as well as the provisions contained in the Listing Agreement/s, if any, entered into by the applicable, as well as the provisions contained in the Listing Agreement/s, if any, entered into by the

Company with the recognized stock exchange/s for the Company with the recognized stock exchange/s for the half year ended on…………… . In my/our opinion . In my/our opinion

and to the best of my/our information and according to the examination carried out by me/us and and to the best of my/our information and according to the examination carried out by me/us and

explanations furnished to me/us by the Company, its officers and agents. I/We report that in respect of explanations furnished to me/us by the Company, its officers and agents. I/We report that in respect of

the aforesaid period: the aforesaid period:

1.1. The management of the Company is carried out by the Board of Directors comprising of as listed in The management of the Company is carried out by the Board of Directors comprising of as listed in

Annexure …., and the Board was duly constitutedAnnexure …., and the Board was duly constituted. . During the period under review the following changes During the period under review the following changes

that took place in the Board of Directors of the Company are listed in the Annexure …., and such changes that took place in the Board of Directors of the Company are listed in the Annexure …., and such changes

were carried out in due compliance with the provisions of the Companies Act, 1956.were carried out in due compliance with the provisions of the Companies Act, 1956.


2.2. The shareholding pattern of the company as on ------- was as detailed in Annexure …………:During the period The shareholding pattern of the company as on ------- was as detailed in Annexure …………:During the period

under review the changes that took place in the shareholding pattern of the Company are detailed in under review the changes that took place in the shareholding pattern of the Company are detailed in

Annexure…….:Annexure…….:

3.3. The company has altered the following provisions of The company has altered the following provisions of

(i)(i) The Memorandum of Association during the period under review and has complied with the provisions of the The Memorandum of Association during the period under review and has complied with the provisions of the

Companies Act, 1956 for this purpose.Companies Act, 1956 for this purpose.

(ii)(ii) The Articles of Association during the period under review and has complied with the provisions of the The Articles of Association during the period under review and has complied with the provisions of the

Companies Act, 1956 for this purpose. Companies Act, 1956 for this purpose.

4.4. The company has entered into transactions with business entities in which directors of the company were The company has entered into transactions with business entities in which directors of the company were

interested as detailed in Annexure….. .interested as detailed in Annexure….. .

5.5. The company has advanced loans, given guarantees and provided securities amounting to Rs. ____________ The company has advanced loans, given guarantees and provided securities amounting to Rs. ____________

to its directors and/or persons or firms or companies in which directors were interested, and has complied to its directors and/or persons or firms or companies in which directors were interested, and has complied

with Section – 295 of the Companies Act , 1956.with Section – 295 of the Companies Act , 1956.

6.6. The Company has made loans and investments; or given guarantees or provided securities to other business The Company has made loans and investments; or given guarantees or provided securities to other business

entities as detailed in Annexure ….and has complied with the provisions of the Companies Actentities as detailed in Annexure ….and has complied with the provisions of the Companies Act , 1956., 1956.


7.7. The amount borrowed by the Company from its directors, members, financial institutions, banks and The amount borrowed by the Company from its directors, members, financial institutions, banks and

others were within the borrowing limits of the Company. Such borrowings were made by the Company in others were within the borrowing limits of the Company. Such borrowings were made by the Company in

compliance with applicable laws. The break up of the Company's domestic borrowings were as detailed compliance with applicable laws. The break up of the Company's domestic borrowings were as detailed

in Annexure ….. :in Annexure ….. :

8.8. The Company has not defaulted in the repayment of public deposits, unsecured loans, debentures, The Company has not defaulted in the repayment of public deposits, unsecured loans, debentures,

facilities granted by banks, financial institutions and non-banking financial companies.facilities granted by banks, financial institutions and non-banking financial companies.

9.9. The Company has created, modified or satisfied charges on the assets of the company as detailed in The Company has created, modified or satisfied charges on the assets of the company as detailed in

Annexure…. Investments in wholly owned Subsidiaries and/or Joint Ventures abroad made by the Annexure…. Investments in wholly owned Subsidiaries and/or Joint Ventures abroad made by the

company are as detailed in Annexure …….company are as detailed in Annexure …….

10.10. Principal value of the forex exposure and Overseas Borrowings of the company as on ………… are as Principal value of the forex exposure and Overseas Borrowings of the company as on ………… are as

detailed in the Annexure under “……….”detailed in the Annexure under “……….”

11.11. The Company has issued and allotted the securities to the persons-entitled thereto and has also issued The Company has issued and allotted the securities to the persons-entitled thereto and has also issued

letters, coupons, warrants and certificates thereof as applicable to the concerned persons and also letters, coupons, warrants and certificates thereof as applicable to the concerned persons and also

redeemed its preference shares/debentures and bought back its shares within the stipulated time in redeemed its preference shares/debentures and bought back its shares within the stipulated time in

compliance with the provisions of the Companies Act,1956 and other relevant statutes. compliance with the provisions of the Companies Act,1956 and other relevant statutes.


20.20. The Company has insured all its secured assets.The Company has insured all its secured assets.

21.21. The Company has complied with the terms and conditions, set forth by the lending bank/financialThe Company has complied with the terms and conditions, set forth by the lending bank/financial

institution at the time of availing anyinstitution at the time of availing any facility and also during the currency of the facility.facility and also during the currency of the facility.

22.22. The Company has declared and paid dividends to its shareholders as per the provisions of the Companies The Company has declared and paid dividends to its shareholders as per the provisions of the Companies

Act, 1956.Act, 1956.

23.23. The Company has insured fully all its assets.The Company has insured fully all its assets.

24.24. The name of the Company and or any of its Directors does not appear in the defaulters' list of Reserve The name of the Company and or any of its Directors does not appear in the defaulters' list of Reserve

Bank of India.Bank of India.

25.25. The name of the Company and or any of its Directors does not appear in the Specific Approval List of The name of the Company and or any of its Directors does not appear in the Specific Approval List of

Export Credit Guarantee Corporation.Export Credit Guarantee Corporation.

26.26. The Company has paid all its Statutory dues and satisfactory arrangements had been made for arrears of The Company has paid all its Statutory dues and satisfactory arrangements had been made for arrears of

any such dues.any such dues.

19.19. The funds borrowed from banks/financial institutions have been used by the company for the purpose for The funds borrowed from banks/financial institutions have been used by the company for the purpose for

which they were borrowed.which they were borrowed.


20.20. The Company has complied with the provisions stipulated in Section 372 A of the Companies Act in respect The Company has complied with the provisions stipulated in Section 372 A of the Companies Act in respect

of its Inter Corporate loans and investments.of its Inter Corporate loans and investments.

21.21. It has been observed from the Reports of the Directors and the Auditors that the Company has complied It has been observed from the Reports of the Directors and the Auditors that the Company has complied

with the applicable Accounting Standards issued by the Institute of Chartered Accountants in India.with the applicable Accounting Standards issued by the Institute of Chartered Accountants in India.

22.22. The Company has credited and paid to the Investor Education and Protection Fund within the stipulated The Company has credited and paid to the Investor Education and Protection Fund within the stipulated

time, all the unpaid dividends and other amounts required to be so credited.time, all the unpaid dividends and other amounts required to be so credited.

23.23. Prosecutions initiated against or show cause notices received by the Company for alleged defaults/offences Prosecutions initiated against or show cause notices received by the Company for alleged defaults/offences

under various statutory provisions and also fines and penalties imposed on the Company and or any other under various statutory provisions and also fines and penalties imposed on the Company and or any other

action initiated against the Company and /or its directors in such cases are detailed in Annexure….. . action initiated against the Company and /or its directors in such cases are detailed in Annexure….. .

24.24. The Company has (being a listed entity) complied with the provisions of the Listing Agreement.The Company has (being a listed entity) complied with the provisions of the Listing Agreement.

25.25. The Company has deposited within the stipulated time both Employees' and Employer's contribution to The Company has deposited within the stipulated time both Employees' and Employer's contribution to

Provident Fund with the prescribed authorities. Provident Fund with the prescribed authorities.


Note : The qualification , reservation or adverse remarks , if any are Note : The qualification , reservation or adverse remarks , if any are explicitly stated may be stated at the relevant paragraphs above explicitly stated may be stated at the relevant paragraphs above place(s) place(s)

Place :Place : Guwahati Guwahati Signatures :Signatures : Date : 30/05/2009 Name of the Company Secretary : BIMAN DEBNATH Date : 30/05/2009 Name of the Company Secretary : BIMAN DEBNATH

C. P. No. : C. P. No. : 58575857


THANK YOUTHANK YOU

• Prepared by: CS Biman Debnath Prepared by: CS Biman Debnath Company Secretary Company Secretary Ph- 9864028145 Ph- 9864028145 email : email : [email protected]@gmail.com web site : web site : debnathcs.comdebnathcs.com

Due Diligence

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