Due Diligence Report Format by Company Secretary for Bank

DILIGENCE REPORT

To,

The Man­ag­er,

                                     (Name of the Bank)

I/We have exam­ined the reg­is­ters, records, books and papers of                 Lim­it­ed hav­ing its 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 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 Com­pa­ny with the rec­og­nized stock exchange/s for the half year end­ed on…………… . In my/our opin­ion 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 the afore­said period:

1. The man­age­ment of the Com­pa­ny is car­ried out by the Board of Direc­tors com­pris­ing of as list­ed in Annex­ure …., and the Board was duly con­sti­tut­ed. 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   were  car­ried  out  in  due  com­pli­ance  with  the  pro­vi­sions  of  the Com­pa­nies Act,
2. 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 Annexure…….:

3. The com­pa­ny has altered the fol­low­ing pro­vi­sions of

• The Mem­o­ran­dum of Asso­ci­a­tion dur­ing the peri­od under review and has com­plied with the pro­vi­sions of the Com­pa­nies Act, 1956 for this
• The Arti­cles of Asso­ci­a­tion dur­ing the peri­od under review and has com­plied with the pro­vi­sions of the Com­pa­nies Act, 1956 for this

4. The com­pa­ny has entered into trans­ac­tions with busi­ness enti­ties in which direc­tors of the com­pa­ny were inter­est­ed as detailed in Annexure….. .
5. 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 with Sec­tion – 295 of the Com­pa­nies Act , 1956.

6. 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 Act,
7. The amount bor­rowed by the Com­pa­ny from its direc­tors, mem­bers, finan­cial insti­tu­tions, banks and oth­ers were with­in the bor­row­ing lim­its of the Com­pan Such bor­row­ings were made by the Com­pa­ny in com­pli­ance with applic­a­ble laws. The break up of the Com­pa­ny’s domes­tic bor­row­ings were as detailed in Annexure ….. :
8. 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.
9. 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 com­pa­ny are as detailed in Annexure……

 

10. Prin­ci­pal val­ue of the forex expo­sure and Over­seas Bor­row­ings of the com­pa­ny as on ………… are as detailed in the Annex­ure under”
11. 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 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.
12. The Com­pa­ny has insured all its secured assets.
13. The Com­pa­ny has com­plied with the terms and con­di­tions, set forth by the lend­ing bank/financial insti­tu­tion at the time of avail­ing any facil­i­ty and also dur­ing the cur­ren­cy of the facility
14. The Com­pa­ny has declared and paid div­i­dends to its share­hold­ers as per the pro­vi­sions of the Com­pa­nies Act, 19
15. The Com­pa­ny has insured ful­ly all its assets
16. The name of the Com­pa­ny and or any of its Direc­tors does not appear in the default­ers’ list of Reserve Bank of
17. The name of the Com­pa­ny and or any of its Direc­tors does not appear in the Spe­cif­ic Approval List of Export Cred­it Guar­an­tee Corporation
18. The Com­pa­ny has paid all its Statu­to­ry dues and sat­is­fac­to­ry arrange­ments had been made for arrears of any such dues.
19. The funds bor­rowed from banks/financial insti­tu­tions have been used by the com­pa­ny for the pur­pose for which they were borr
20. The Com­pa­ny has com­plied with the pro­vi­sions stip­u­lat­ed in Sec­tion 372 A of the Com­pa­nies Act in respect of its Inter Cor­po­rate loans and investment
21. 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.
22. 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 cred
23. 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 action ini­ti­at­ed against the Com­pa­ny and /or its direc­tors in such cas­es are detailed in Annexure….. .
24. The Com­pa­ny has (being a list­ed enti­ty) com­plied with the pro­vi­sions of the List­ing Agre
25. The Com­pa­ny has deposit­ed with­in the stip­u­lat­ed time both Employ­ees’ and Employ­er’s con­tri­bu­tion to Prov­i­dent Fund with the pre­scribed authorities

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

 

Place:                                    Sig­na­ture:

Date:                                    Name of Com­pa­ny Secretary/Firm:

C.P. No.:

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