IPO Due Diligence | Merchant Banker and Secretarial

[Chirdigvijayee Sangwan]

Greetings everyone,
Does anyone happen to have a PDF copy of the 2024 (or 2019) AIBI Due Diligence Manual? I’m also looking for a Secretarial Due Diligence checklist for IPOs.

If you’ve worked on one and could share a template or lead, I’d really appreciate the help. Thanks in advance.

[Vibhuti Dani]

I also need one.

Someone plz share 

CS VIBHUTI DARSHIN DANI

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[Savishesh]

There is no special checklist for Secretarial due diligence for IPO - just check everything thoroughly from the date of inception till date of submission of DRHP - every event : rights issue, preferential,  bonus, change of auditors, change of directors,  charge registration and removal on loans, etc. Separate bank account was opened for preference issue? Valuation at time of new issue of capital ? HAs it ever been that promoters issued capital to themselves at FV but just months before or after they issued to third parties at very different value? check thoroughly.

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[CompanyXchange]

Hi,

please advise whether this point ( it ever been that promoters issued capital to themselves at FV but just months before or after they issued to third parties at very different value) should be reported in the Due Diligence report by way of a clear explanatory note confirming that the transactions have been undertaken, or whether it would be more appropriate to tabulate both events, capturing details such as the date, number of shares issued, issue price (face value / premium or discount), and total consideration for each transaction.

Additionally, please share your views on whether it is uncommon for promoters to issue capital to themselves at face value, while issuing shares to third parties at a materially different valuation within a short time frame (either before or after such promoter allotment), and how such instances are typically viewed and reported in DD exercises.

Looking forward to your thoughts.

Best regards,

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[Savishesh]

That is a BIG RED FLAG. How can a Company issue at different price to Promoters and outsiders - on what basis? 

Due diligence Report is prepared chronologically - timewise.... 2010, 2011, 2014, 2018......

Any non-reporting or deficiencies or any issues you observe should be clearly provided in observations.

Also remember this is an expert report taken from you as a Professional. So anything you give can be held against you by the Stock Exchange / SEBI / Others in future. You can be called upon by Economic Offences Wing (EOW)/ Serious Fraud Investigation Office (SFIO) / SEBI / Stock Exchange if anything is found to be materially wrong. So though this is a backup document for Merchant Banker you should understand the extent of your liability.

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