Legal

I. Constitutional Information

  • Brief history of the Company and the business operations of the Company (type of industry, products, etc);
  • Details of the Company – Address of the Registered office of the Company and other places from where the Company is carrying on its activities;
  • Date of incorporation, copy of MoA and AoA;

II. Corporate Records

  • All statutory registers maintained by the Company;
  • Copies of all forms filed with RoC;
  • Copies of minutes of Board & Shareholders meetings from incorporation till date;
  • Copies of applications/ petitions, if any, made to the Company Law Board, Central Government;

III. Directors

  • Constitution of Board including Name and residential address, DIN, Date of appointment etc., of each of the Directors;
  • Details of authority as well as duty cast upon the Directors and remuneration drawn by the Directors, if any;
  • Copies of service contracts, if any, between the Company and any of its directors;
  • Details of all related party transactions, including payments made to Directors & related entities;
  • Details of any power of attorney or any other authority which has been given by the Company and is still outstanding or effective to any person to enter into any contract to commitment or do anything on its behalf;
  • Details of other companies/Firms in which the Directors may be interested

IV. Shareholders

  • Shareholding pattern as on date together with details of the number of shares held by shareholders;
  • Details of any charge, hypothecation, pledge or other encumbrances or escrow arrangements relating to the shares of the Company;
  • Details of any right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, issue, sale or transfer of any share capital of the Company;
  • Details of any shareholder’s agreement or arrangements or understandings (whether legally binding or not) between the Promoters; or the Company and any shareholder of the Company;
  • Copy of all contracts entered by the Company/Promoters relating to the share entitlement for any persons;

V. Share Capital

  • Details of authorized share capital;
  • Details of issued, subscribed and paid up share capital;
  • Details of Employee Stock Option Plan or Sweat Equity Shares issued or proposed to be issued by the Company;
  • Details of Foreign Direct Investments received / Overseas Investments made and their compliance with regard to Foreign Exchange Management Act / Reserve Bank of India regulations / notifications;

VI. Agreements/Contracts

  • Copies of all Agreements / MoUs entered into by the Company with the vendors/ business associates of the Company;
  • All contracts relating to operations of the Company;
  • All bank guarantees/performance/corporate guarantees issued by or in favour or the Company, if any;

VII. Financial Information

  • Financial statements of the Company (including balance sheets, profit and loss accounts, cash flow statements etc) for last 3 years;
  • Details of any borrowings or other facilities, existing or committed, availed by the Company, including loans from or arranged by the shareholders/promoters of the Company;
  • Details of all loans or other facilities/security/ guarantee provided by the Company;

VIII. License and Approvals

  • A list along with the copies of all registration, licenses, permits or other authorization obtained by the Company which are required and necessary for its business and operations,
  • List of all approvals applied for which are pending approvals;

IX. Properties

  • Details of all immovable properties owned or leased by the Company;
  • Details of movable properties owned by the Company and details of any charge created over the same;
  • Details of all trademark and other intellectual properties owned or licensed by the Company including software licenses;
  • Details of insurance taken by the Company;

X. Litigation / Notices received

  • Details of any complaints and litigation in respect of the Company or its Promoters/Directors;
  • Details of any notices received from any statutory authority in respect of the Company;
  • Details of legal notices sent by/on behalf of the Company;

XI. Personnel

  • Organizational Chart, Number of employees at each level & other details;
  • Copy of all contracts entered by the Company with the employees of the Company;
  • Details of compliances under ESI & PF, Contract Labour, Shops & Establishment Act etc.
  • Bonus policies (including details of payment made), Gratuity / Leave encashment policies;
  • Kindly provide us with compliance details and recent filings with respect to all applicable Labour laws.