106 C.(1) The issuer making a public issue or rights issue of specified securities under this Chapter shall not file the draft offer document with the Board:
Provided that the issuer shall file a copy of the offer document with the Board through a merchant banker, simultaneously with the filing of the prospectus with the SME exchange and the Registrar of Companies or letter of offer with the SME Exchange:
Provided further that the Board shall not issue any observation on the offer document.

(2) The merchant banker shall submit a due-diligence certificate as per  including additional confirmations as provided in along with the offer document to the Board.

(3) The offer document shall be displayed from the date of filing in terms of sub-regulation (1) on the websites of the Board, the issuer, the merchant banker and the SME exchange where the specified securities offered through the offer document are proposed to be listed.

SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011

ICDR – Schedule VI FORMATS OF DUE DILIGENCE CERTIFICATES

FORM A

[See regulations 8(1)(c), 10(3)(a) , 106O(2) and 91E(5)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER
ALONG WITH DRAFT OFFER DOCUMENT

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of ………………… by………………………. (Name of the Issuer)

We, the lead merchant banker(s) to the above mentioned forthcoming issue, state and confirm as follows:

(1) We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators, etc. and other material in connection with the finalisation of the draft red herring prospectus (in case of a book built issue) / draft prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) pertaining to the said issue;

(2) On the basis of such examination and the discussions with the issuer, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the issue, price justification and the contents of the documents and other papers furnished by the issuer, WE CONFIRM that:

(a) the draft red herring prospectus/ draft prospectus/ draft letter of offer filed with the Board is in conformity with the documents, materials and papers relevant to the issue;

(b) all the legal requirements relating to the issue as also the regulations guidelines,
instructions, etc. framed/issued by the Board, the Central Government and any other
competent authority in this behalf have been duly complied with; and

(c) the disclosures made in the draft red herring prospectus/draft prospectus/draft letter of offer are true, fair 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, 1956, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable legal requirements.

(3) We confirm that besides ourselves, all the intermediaries named in the draft red herring
prospectus/ draft prospectus/ draft letter of offer 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) We certify that written consent from promoters has been obtained for inclusion of their
specified securities as part of promoters‘ contribution subject to lock-in and the specified
securities proposed to form part of promoters‘ contribution subject to lock-in shall not be
disposed / sold / transferred by the promoters during the period starting from the date of filing the draft red herring prospectus/draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft red herring prospectus/draft prospectus.

(6) We certify that regulation 33 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, which relates to specified securities ineligible for computation of promoters contribution, has been duly complied with and appropriate disclosures as to compliance with the said regulation have been made in the draft red herring prospectus/draft prospectus.

(7) We undertake that sub-regulation (4) of regulation 32 and clause (c) and (d) of sub-regulation(2) of regulation 8 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 shall be complied with. We confirm that
arrangements have been made to ensure that promoters‘ contribution shall be received at least one day before the opening of the issue. We undertake that auditors‘ certificate to this effect shall be duly submitted to the Board. We further confirm that arrangements have been made to ensure that 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 public issue.

(8) We certify that the proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects‘ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association.

(9) We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account as per the provisions of sub-section(3) of section 73 of the Companies Act, 1956 and that such moneys shall be released by the said bank only after permission is obtained from all the stock exchanges mentioned in the prospectus/ letter of offer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition.

(10) We certify that a disclosure has been made in the draft red herring prospectus/draft prospectus/draft letter of offer that the investors shall be given an option to get the shares in demat or physical mode.

(11) We certify that all the applicable disclosures mandated in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made in addition to disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision.

(12) We certify that the following disclosures have been made in the draft red herring prospectus/draft prospectus/ draft letter of offer:

(a) An undertaking from the issuer that at any given time, there shall be only one
denomination for the equity shares of the issuer and
(b) An undertaking from the issuer that it shall comply with such disclosure and accounting norms specified by the Board from time to time.

(13) We undertake to comply with the regulations pertaining to advertisement in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 while making the issue.

(14) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, promoters experience, etc.

(15) We enclose a checklist confirming regulation-wise compliance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, containing details such as the regulation number, its text, the status of compliance, page number of the draft red herring prospectus/ draft prospectus/ draft letter of offer where the regulation has been complied with and our comments, if any.

(16) We enclose statement on Price Information of Past Issues handled by Merchant Bankers (who are responsible for pricing this issue)‘, as per format specified by the Board through Circular

We certify that profits from related party transactions have arisen from legitimate business transactions

(18) We certify that the entity is eligible under 106Y (1) (a) or (b) (as the case may be) to list on the institutional trading platform, under Chapter XC of these regulations. (if applicable)

 Merchant Banker(s) to the Issue

with Official Seal(s)

Place:                                                                                                    
Date:

Note: (i)The requirements in items 5, 6 and 7 are not applicable in case of a rights issue.
(ii) The requirements in clause 16 may be updated by the merchant bankers at the time of
registering offer document with Registrar of Companies and should be submitted to Board.
The same should also be updated in offer document

FORM B

[See regulations 8(1)(d) and 10(3)(b)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY DEBENTURE
TRUSTEE ALONG WITH DRAFT OFFER DOCUMENT

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of ……………………. by ……………………….. (Name of the Issuer)

We, the debenture trustees to the above mentioned forthcoming issue, state as follows:

(1) We have examined the documents pertaining to the said issue.

(2) We have also examined the relevant documents pertaining to the security to be created.

(3) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of 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/asset cover for the secured convertible debt instruments to be issued.
(b) The issuer has obtained the permissions / consents necessary for creating security on the property as second charge/pari passu charge (wherever applicable)
(c) The issuer has made all the relevant disclosures about the security/asset cover
(d) The issuer has made all the relevant disclosures about its continued obligations towards the holders of convertible debt instruments.
(e) All disclosures made in the draft prospectus/letter of offer with respect to the
convertible debt instruments are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.

(4) We have satisfied ourselves about the ability of the issuer to service the debt securities.

Debenture Trustee to the Issue
with his Official Seal

Place:

Date:

Note: With respect to the issue of unsecured convertible debt instruments, the debenture trustee shall not certify and confirm the requirements stated in item 2 and sub-item (a), (b) and (c) of item 3 above.

FORM C

[See regulation 8(2)(b)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER AT THE TIME OF REGISTERING OFFER DOCUMENT WITH THE
REGISTRAR OF COMPANIES / FILING LETTER OF OFFER WITH THE
DESIGNATED STOCK EXCHANGE

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of ……………….. by ……………………… (Name of the Issuer)

(1) This is to certify that the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on …. (date) was suitably updated under intimation to the Board and that the said red herring  prospectus/prospectus or letter of offer contains all the material disclosures in respect of the issuer as on the said date.

(2) We confirm that the registrations of all the intermediaries named in the red herring
prospectus/prospectus or letter of offer are valid as on date and that none of these
intermediaries have been debarred from functioning by any regulatory authority.

(3) We confirm that written consent from promoters has been obtained for inclusion of their securities as part of promoters‘ contribution subject to lock-in.

(4) We further confirm that the securities proposed to form part of promoters‘ contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.

(5) We confirm that agreements have been entered into with both the depositories for
dematerialisation of the securities of the issuer.

(6) We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and/or prospectus.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

Note: The requirements in items 3, 4 and 6 above are not applicable in case of a rights issue.

FORM D
[See regulation 8(2)(e)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of …………………….. by ……………………. (Name of the Issuer)

(1) This is to certify that all the material disclosures in respect of the issuer as on the date of
opening of the issue have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on ….. (date) and subsequent amendments/ advertisements (if applicable) dated ……… (Details of advertisements to be enclosed), We confirm:

(a) that the registrations of all the intermediaries named in the red herring
prospectus/prospectus /letter of offer, are valid as on date and that none of these
intermediaries have been debarred from functioning by any regulatory authority as on
date.

(b) that the securities proposed to form part of promoters‘ contribution and subject to lockin, have not been disposed / sold / transferred by the promoters during the period
starting from the date of filing the draft prospectus with the Board till date.

(c) that the abridged prospectus/letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

Note: The requirements in item   2(b) above are not applicable in case of a rights issue.

FORM E

[See regulation 8(2)(f)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER AFTER OPENING OF THE ISSUE BUT BEFORE CLOSURE OF
SUBSCRIPTION

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of …………………… by …………………… (Name of the Issuer)

(1) This is to certify that all the material disclosures in respect of the issuer as on date have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the recognised stock exchange (in case of a rights issue) on ……… (date) and subsequent amendments/ advertisements (if applicable) dated ……….. (Details of advertisements to be enclosed).

(2) We confirm that the registrations of all the intermediaries named in the red herring
prospectus/prospectus/letter of offer, are valid as on date and that none of these
intermediaries have been debarred from functioning by any regulatory authority as on date.

(3) We also confirm that the specified securities proposed to form part of promoters‘ contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.

Merchant Banker(s) to the Issue
 with Official Seal(s)

Place:

Date:

Note: The requirement in item 3 above is not applicable in case of a rights issue.

FORM F

[See regulation 10(3)(a)]
ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT
BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER
DOCUMENT FOR FAST TRACK ISSUE

(1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority.

(2) We confirm that the issuer is eligible to make fast track issue in terms of regulation 10 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009. The fulfilment of the eligibility criteria as specified in that regulation, by the issuer, has also been disclosed in the red herring prospectus (in case of a book built issue) /prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue).

(3) We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) 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.

(4) We confirm that the abridged prospectus / abridged letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

(5) We confirm that agreements have been entered into with the depositories for
dematerialisation of the specified securities of the issuer.

(6) We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and / or prospectus.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

FORM G

[See regulation 65(3)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER ALONG WITH FINAL POST ISSUE REPORT

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public issue of …………………… by ……………………… (Name of Issuer)

We, the under noted post issue lead merchant bankers to the above mentioned issue state as follows:

(1) We confirm that –

(a) the certificates in respect of locked-in specified securities have been stamped ‘not
transferable‘ indicating the period of non-transferability;
(b) if the specified securities offered for lock-in are in dematerialised form, non
transferability details have been informed to the depositories;
(c) details of lock-in have been provided to all the stock exchanges on which specified
securities are to be listed, before the listing of the specified securities.

(2) We certify that specified securities included as minimum promoters‘ contribution and the specified securities in excess of minimum promoters‘ contribution have been locked-in in terms of regulation 36 of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009.

(3) We certify that provisions regarding lock-in of specified securities held by persons other than promoters have been duly complied with in accordance with regulation 37 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

[See regulation 106O(2)]
ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT
BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH
OFFER DOCUMENT REGARDING SME EXCHANGE

(1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority.

(2) We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) /letter of offer (in case of a rights issue) 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.

(3) We confirm that the abridged prospectus / abridged letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

(4) We confirm that agreements have been entered into with the depositories for
dematerialisation of the specified securities of the issuer.

(5) We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and / or prospectus.

(6) We confirm that underwriting and market making arrangements as per requirements of
regulation 106D and 106J of the Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made.

(7) We confirm that the issuer has redressed at least ninety five per cent. of the complaints
received from the investors till the end of the quarter immediately preceding the month of the filing of the red herring prospectus / prospectus with the Registrar of Companies or letter of offer with SME exchange. (Applicable only in case of Further public offer and rights issue.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date: