Axe Ltd., a company providing information technology and enabled services, had raised ₹1,200 crore through public issue of its equity shares and was listed on BSE and NSE. The company has also taken a loan of ₹500 crore
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2021
Axe Ltd., a company providing information technology and enabled services, had raised ₹1,200 crore through public issue of its equity shares and was listed on BSE and NSE. The company has also taken a loan of ₹500 crore from a consortium of bankers. As part of its due diligence process, the consortium has appointed you as a Practicing Company Secretary to prepare a search report relating to stock exchange compliances. Explain the procedure for such search report including the key documents to be analysed.
Answer & Explanation:
While preparing the Search and Status Report regarding Stock Exchanges, it is important for the professionals to conduct due diligence of the documents available in public domain on the NSE and BSE website in relation to the listed companies. Procedure: Preparing checklist: The checklist should contain list of information required to understand the company's business, listing details, board meetings, results calendar, corporate actions, financial results, shareholding data, pledge data, scheme of arrangement etc. Analysing all documents carefully: This activity is important as it helps to analyse the nature of documents which are available on public domain with respect to listing details, corporate actions, public notices, financial resultants, XBRL, sustainability reports, disclosures, offer document etc. Verifying facts and confirm that the information is correct: This activity is important to verify the legality of documents or information. Drafting of status and search report: The final report should contain all observations based on the information available, before the prospective buyer / investor. It should also contain all associated risks and liabilities along with strategies to deal with such issues which would help the prospective buyer / investor understand the pros and cons of the transaction. Key documents to be analysed while preparing the search and status report on information/documents available on NSE and BSE website: Corporate Announcements Corporate Actions Financial Results Board Meetings Shareholders Meetings Voting Results Results Calendar Shareholding Patterns Corporate Governance Disclosures Offer Documents Information Memorandum QIP Scheme of Arrangement Companies listed under Direct Listing Revocation Pledge Data Sustainability Reports Buyback/Redemption Public Notice - Compulsory Delisting
Topics: Due Diligence
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