REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 4.1 The Company hereby represents, warrants and covenants to the BRLMs as of the date hereof, the date of the Draft Red ▇▇▇▇▇▇▇ Prospectus, the Red ▇▇▇▇▇▇▇ Prospectus, the Bid/ Offer Period and the date of Allotment that: (i) each of the Offer Documents as of their respective dates has been, and shall be prepared in compliance with the Applicable Laws, including without limitation, the Companies Act and the SEBI ICDR Regulations, and (i) contains, or shall contain, disclosure or information that is required to be disclosed as per Applicable Law and is true and adequate to enable prospective investors to make a well-informed decision with respect to an investment in the Offer; and (ii) does not, and shall not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (ii) the Promoters are the ‘promoters’ of the Company in terms of the Companies Act 2013 and the SEBI ICDR Regulations and are the only persons who are in Control of the Company and have been named as promoters in the latest annual return filed by the Company with the RoC; (iii) there are no ‘group companies’ of the Company, which are covered under the applicable accounting standards or considered material by the Board of Directors; (iv) except for the exemption sought pursuant to the letter dated April 25, 2022, from identifying and disclosing of ▇▇▇▇▇▇ ▇▇▇▇▇▇, sister of the spouse of Promoter ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ and as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, there are no other ‘Promoter Group’ members of the Company; (v) each of the Company and its Subsidiaries has been duly incorporated, registered and is validly existing and in good standing (where applicable) under Applicable Law, has the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents) and except as disclosed in the DRHP no steps have been taken for their winding up, liquidation or receivership under Applicable Law; and that except for the Subsidiaries disclosed in the DRHP and as will be disclosed in the RHP and the Prospectus, the Company does not have any other subsidiary, joint venture or associate and does not hold any interest in any other entity. Further, the Company commenced its business operations after obtaining the certificate of commencement of business, in compliance with Applicable Law; (vi) except as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, the operations of the Company and its Subsidiaries have been generally conducted in compliance with Applicable Law during the last 10 (ten) years, except where non-compliance would not reasonably be expected to result in a Material Adverse Change; (vii) all of the issued and outstanding share capital of the Company and its Subsidiaries has been duly authorized, validly issued and fully paid; (viii) all Equity Shares were issued free and clear of any pre-emptive rights (other than any such rights as have been duly waived at the time of issuance), liens, mortgages, pledges, trusts, charges or any other encumbrances, both present and future. The Company does not have any outstanding securities convertible into or exercisable or exchangeable for Equity Shares or any other right, which would entitle any person with any option to receive Equity Shares after the date of the DRHP (other than employee stock options granted or that may be granted under ESOP 2007 in accordance with the SEBI SBEB Regulations, which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus); (ix) the Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Law, and fulfills the general and specific requirements in respect thereof; (x) all the Equity Shares of the Promoters which are being locked-in are eligible for computation of promoter’s contribution under Regulation 15 of the SEBI ICDR Regulations and that the Company shall procure and ensure that the Promoters will not dispose of, sell or transfer or otherwise encumber such Equity Shares during the period starting from the date of filing of the DRHP until the date of Allotment; (xi) pursuant to Regulation 37 of the SEBI ICDR Regulations, the Company, the Promoters, the Promoter Group, and the Directors shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making a bid in the Offer; (xii) the Company, the Promoters, the Promoter Group, and the Directors have not entered, and shall not enter, into buy-back arrangements directly or indirectly for purchase of the Equity Shares to be offered and sold in the Offer; (xiii) the Company, the Promoters, the Promoter Group and the Directors have not taken, nor shall take, directly or indirectly, any action designed, or that may be reasonably expected, to cause, or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Equity Shares; (xiv) it has obtained, or shall obtain, all necessary approvals and consents, which may be required under Applicable Law or contractual arrangements by which it or its Affiliates may be bound, in relation to the Offer, and has complied, and shall comply, with all the statutory formalities, including the terms and conditions of such approvals and all Applicable Law in relation to the Offer or any other matter incidental thereto, and, in particular, that written consents or waivers of lenders and any other third party having any pre-emptive rights (direct or indirect) in respect of the Equity Shares or the Offer have been duly obtained (to the extent applicable) and it has complied, or agrees to comply, with the terms and conditions of such approvals or waivers, and, further, it has obtained written consent or approval, where required, for the use of information procured from the public domain or third parties and included, and as will be included, in the Offer Documents and it is not in breach of any agreement or obligation with respect to such third party’s confidential or proprietary information and such third party has acknowledged that such information is based on or derived from the sources that it believes to be reliable and accurate; (xv) it is (as on the date of this Agreement) and shall be compliant with all requirements of Applicable Law, including the SEBI Listing Regulations and the SEBI ICDR Regulations, in respect of corporate governance, including in relation to constitution of the Board of Directors and committees thereof, to the extent so required; neither it nor any of its Subsidiaries is in default under, or in violation of, any indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries are bound or to which their properties or assets are subject. Further, except as disclosed in the DRHP and will be disclosed in the RHP and the Prospectus, there has been no notice or communication, written or otherwise, issued by any third party to the Company or its Subsidiaries with respect to any default or violation of, or seeking acceleration of repayment with respect to, any indenture, loan or credit agreement, or any other agreement or instrument to which the Company or its Subsidiaries are a party or by which any such entity is bound or to which any such entities’ properties or assets are subject; (xvi) the Company has validly obtained approval for the Offer through a resolution of the Board of Directors dated March 30, 2022. (xvii) none of the (i) Company or any of its Promoters or Directors has been declared as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI; (ii) Company’s Promoters or Directors has been declared as a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018; and
Appears in 1 contract
Sources: Offer Agreement
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 4.1 5.1 The Company hereby represents, warrants warrants, undertakes, and covenants the following to the BRLMs as each of the Book Running Lead Managers on the date hereofhereof and as on the dates of the DRHP, the RHP, Prospectus, Allotment, and on the date of listing and commencement of trading of the Draft Red ▇▇▇▇▇▇▇ ProspectusEquity Shares on the Stock Exchanges pursuant to the Offer, the Red ▇▇▇▇▇▇▇ Prospectus, the Bid/ Offer Period and the date of Allotment thatas follows:
(i) each of the Offer Documents as of their respective dates has been, and shall be prepared in compliance with the Applicable Laws, including without limitation, the Companies Act and the SEBI ICDR Regulations, and (i) contains, or shall contain, disclosure or information that is required to be disclosed as per Applicable Law and is true and adequate to enable prospective investors to make a well-informed decision with respect to an investment in the Offer; and (ii) does not, and shall not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading;
(iia) the Promoters are the ‘promoters’ of the Company is a professionally managed company and does not have an identifiable promoter in terms of the Companies Act 2013 and the SEBI ICDR Regulations and are the only persons who are in Control of the Company and have been named as promoters in the latest annual return filed by the Company with the RoCCompanies Act, 2013;
(iii) there are no ‘group companies’ of the Company, which are covered under the applicable accounting standards or considered material by the Board of Directors;
(iv) except for the exemption sought pursuant to the letter dated April 25, 2022, from identifying and disclosing of ▇▇▇▇▇▇ ▇▇▇▇▇▇, sister of the spouse of Promoter ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ and as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, there are no other ‘Promoter Group’ members of the Company;
(vb) each of the Company and its Subsidiaries Entity has been duly incorporated, registered and is validly existing exists as a body corporate under the Applicable Law and no steps have been taken, whether by way of an insolvency resolution, composition or arrangement with creditors (to avoid or in good standing (where applicable) relation to insolvency proceedings), voluntary or involuntary, the appointment of an insolvency professional or otherwise, for winding up, liquidation, receivership or bankruptcy of any Company Entity under the Insolvency and Bankruptcy Code, 2016 or other Applicable Law, nor has any written notice in relation to its winding up, liquidation or receivership proceedings been received by any Company Entity;
(c) Each of the Company Entities is, and immediately after the Closing Date and immediately upon the consummation of the transactions contemplated in this Agreement and any other agreement entered into in connection with the Offer and the Offer Documents, will be, solvent and able to pay its debts and other liabilities (including contingent obligations) as they mature.
(d) Each Company Entity has the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents) and except ). Except as disclosed in the DRHP no steps have been taken for their winding upsections titled “Definitions and Abbreviations”, liquidation or receivership under Applicable Law; “History and that except for Other Corporate Matters” and “Financial Information” of the Subsidiaries disclosed in the DRHP DRHP, and as will be disclosed in the RHP and the Prospectus, apart from the Subsidiaries and Associate, the Company does not have any has no other subsidiarysubsidiaries, joint venture ventures or associate and does not hold any interest companies, or investment in any other entity. Further, the Company commenced its business operations after obtaining the certificate of commencement of business, in compliance with Applicable Lawentities;
(vi) except as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, the operations of the Company and its Subsidiaries have been generally conducted in compliance with Applicable Law during the last 10 (ten) years, except where non-compliance would not reasonably be expected to result in a Material Adverse Change;
(vii) all of the issued and outstanding share capital of the Company and its Subsidiaries has been duly authorized, validly issued and fully paid;
(viii) all Equity Shares were issued free and clear of any pre-emptive rights (other than any such rights as have been duly waived at the time of issuance), liens, mortgages, pledges, trusts, charges or any other encumbrances, both present and future. The Company does not have any outstanding securities convertible into or exercisable or exchangeable for Equity Shares or any other right, which would entitle any person with any option to receive Equity Shares after the date of the DRHP (other than employee stock options granted or that may be granted under ESOP 2007 in accordance with the SEBI SBEB Regulations, which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus);
(ix) the Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Law, and fulfills the general and specific requirements in respect thereof;
(x) all the Equity Shares of the Promoters which are being locked-in are eligible for computation of promoter’s contribution under Regulation 15 of the SEBI ICDR Regulations and that the Company shall procure and ensure that the Promoters will not dispose of, sell or transfer or otherwise encumber such Equity Shares during the period starting from the date of filing of the DRHP until the date of Allotment;
(xi) pursuant to Regulation 37 of the SEBI ICDR Regulations, the Company, the Promoters, the Promoter Group, and the Directors shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making a bid in the Offer;
(xii) the Company, the Promoters, the Promoter Group, and the Directors have not entered, and shall not enter, into buy-back arrangements directly or indirectly for purchase of the Equity Shares to be offered and sold in the Offer;
(xiii) the Company, the Promoters, the Promoter Group and the Directors have not taken, nor shall take, directly or indirectly, any action designed, or that may be reasonably expected, to cause, or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Equity Shares;
(xiv) it has obtained, or shall obtain, all necessary approvals and consents, which may be required under Applicable Law or contractual arrangements by which it or its Affiliates may be bound, in relation to the Offer, and has complied, and shall comply, with all the statutory formalities, including the terms and conditions of such approvals and all Applicable Law in relation to the Offer or any other matter incidental thereto, and, in particular, that written consents or waivers of lenders and any other third party having any pre-emptive rights (direct or indirect) in respect of the Equity Shares or the Offer have been duly obtained (to the extent applicable) and it has complied, or agrees to comply, with the terms and conditions of such approvals or waivers, and, further, it has obtained written consent or approval, where required, for the use of information procured from the public domain or third parties and included, and as will be included, in the Offer Documents and it is not in breach of any agreement or obligation with respect to such third party’s confidential or proprietary information and such third party has acknowledged that such information is based on or derived from the sources that it believes to be reliable and accurate;
(xv) it is (as on the date of this Agreement) and shall be compliant with all requirements of Applicable Law, including the SEBI Listing Regulations and the SEBI ICDR Regulations, in respect of corporate governance, including in relation to constitution of the Board of Directors and committees thereof, to the extent so required; neither it nor any of its Subsidiaries is in default under, or in violation of, any indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries are bound or to which their properties or assets are subject. Further, except as disclosed in the DRHP and will be disclosed in the RHP and the Prospectus, there has been no notice or communication, written or otherwise, issued by any third party to the Company or its Subsidiaries with respect to any default or violation of, or seeking acceleration of repayment with respect to, any indenture, loan or credit agreement, or any other agreement or instrument to which the Company or its Subsidiaries are a party or by which any such entity is bound or to which any such entities’ properties or assets are subject;
(xvie) the Company has validly duly obtained approval for the Offer through a resolution of the Board of Directors dated March 30October 13, 2022.2021 and a resolution of its shareholders dated October 15, 2021 and it has complied with and agrees to comply with all terms and conditions of such approvals. The Company is eligible to undertake the Offer in terms of the Companies Act, the SEBI ICDR Regulations (including Regulation 7 of the SEBI ICDR Regulations) and all other Applicable Law and fulfils the general and specific requirements in respect thereof;
(xviif) none the Company has the corporate power and authority to enter into this Agreement and undertake the Offer, invite Bids for, offer, issue, and allot the Equity Shares pursuant to the Offer. There are no restrictions on the invitation, offer, issue, allotment of any Equity Shares through the Offer under Applicable Law or its constitutional documents or any Agreements and Instruments;
(g) each of this Agreement, the Fee Letter and any other agreement entered into by the Company in connection with the Offer has been and will be duly authorized, executed and delivered by the Company and is a valid and legally binding instrument, enforceable against the Company in accordance with its respective terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Fee Letter, any other agreement entered into in connection with the Offer does not and will not (i) conflict with, result in a breach, or violation of, or contravene (a) any provision of the Memorandum or Articles of Association or other constitutive or charter documents of the Company Entities, (b) the terms of any Agreements and Instruments, binding upon the Company Entities or to which any of its Promoters their respective properties or Directors has been declared as a wilful defaulter by any bank or financial institution or consortium thereofassets are subject, in accordance with the guidelines on wilful defaulters issued by the RBI; (ii) Company’s Promoters or Directors has been declared as a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018; andor
Appears in 1 contract
Sources: Offer Agreement
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 4.1 5.1 The Company hereby represents, warrants warrants, undertakes and covenants the following to the BRLMs as each of the Managers on the date hereofhereof and as on the dates of the DRHP, the date of RHP, the Draft Red ▇▇▇▇▇▇▇ Prospectus, the Red ▇▇▇▇▇▇▇ ProspectusAllotment and Listing, the Bid/ Offer Period and the date of Allotment thatas follows:
(i) each of the Offer Documents as of their respective dates has been, and shall be prepared in compliance with the Applicable Laws, including without limitation, the Companies Act and the SEBI ICDR Regulations, and (i) contains, or shall contain, disclosure or information that is required to be disclosed as per Applicable Law and is true and adequate to enable prospective investors to make a well-informed decision with respect to an investment in the Offer; and (ii) does not, and shall not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading;
(iia) the Promoters are the ‘promoters’ of the Company is a professionally managed company and does not have an identifiable promoter in terms of the Companies Act 2013 and the SEBI ICDR Regulations and are the only persons who are in Control of the Company and have been named as promoters in the latest annual return filed by the Company with the RoCCompanies Act, 2013;
(iii) there are no ‘group companies’ of the Company, which are covered under the applicable accounting standards or considered material by the Board of Directors;
(iv) except for the exemption sought pursuant to the letter dated April 25, 2022, from identifying and disclosing of ▇▇▇▇▇▇ ▇▇▇▇▇▇, sister of the spouse of Promoter ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ and as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, there are no other ‘Promoter Group’ members of the Company;
(vb) each of the Company and its Subsidiaries Entity has been duly incorporated, registered and validly exists and is validly existing and in good standing (where as applicable) as a body corporate under the Applicable Law and no steps have been taken, whether by way of an insolvency resolution, composition or arrangement with creditors (to avoid or in relation to insolvency proceedings), voluntary or involuntary, the appointment of an insolvency professional or otherwise, for winding up, liquidation, receivership or bankruptcy of any Company Entity under the Insolvency and Bankruptcy Code, 2016 or other Applicable Law, nor has any notice in relation to its winding up, liquidation or receivership proceedings been received by any Company Entity.
(c) Each Company Entity has the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents) ). Except as disclosed in the sections titled “History and Other Corporate Matters” and “Financial Information” of the DRHP, and as will be disclosed in the RHP and the Prospectus, apart from the Company Entities, the Company has no other subsidiaries, joint ventures or associate companies. Further, except as disclosed in the DRHP DRHP, and as will be disclosed in the RHP and the Prospectus, no steps acquisition or divestment (including deemed disposal) has been initiated or consummated by the Company after March 31, 2021, and where applicable, after the last period for which financial statements are or will be disclosed in the Offer Documents, due to which any business has been acquired or divested (including deemed disposal), and/ or any entity has become or has ceased to be a direct or an indirect subsidiary of the Company;
(d) the Company has duly obtained approval for the Offer through resolution of the Board of Directors dated June 28, 2021 and a resolution of its shareholders dated July 5, 2021 and it has complied with and agrees to comply with all terms and conditions of such approvals. The Company is eligible to undertake the Offer in terms of the Companies Act, the SEBI ICDR Regulations (including Regulation 7 of the SEBI ICDR Regulations) and all other Applicable Law;
(e) the Company has the corporate power and authority to enter into this Agreement and invite Bids for, offer, issue and allot the Equity Shares pursuant to the Offer. There are no restrictions on the invitation, offer, issue, allotment of any Equity Shares through the Offer under Applicable Law or its constitutional documents or any Agreements and Instruments;
(f) each of this Agreement, the Engagement Letter and the Other Agreements has been and will be duly authorized, executed and delivered by the Company and is a valid and legally binding instrument, enforceable against the Company in accordance with its respective terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Engagement Letter and the Other Agreements does not and will not (i) conflict with, result in a breach or violation of, or contravene (a) any provision of the Memorandum or Articles of Association or other constitutive or charter documents of the Company Entities, (b) the terms of any Agreements and Instruments, binding upon the Company Entities or to which any of their respective properties or assets are subject, or (c) Applicable Law, or (ii) result in the imposition of, or a breach or violation of, any pre-emptive or similar rights, liens, mortgages, charges, pledges, trusts or any other encumbrance or transfer restrictions, both present and future (each of these being an “Encumbrance”) on any property or assets of the Company Entities, or any Equity Shares or other securities of the Company Entities;
(g) the Company has obtained and shall obtain all necessary corporate and other approvals, authorisations and consents, which may be required under Applicable Law and/or under any Agreements and Instruments as are required for the performance by the Company of its obligations under this Agreement, the Engagement Letter, Offer Documents and the Other Agreements, and/ or for any invitation, offer, issuance or allotment of the Equity Shares and has complied with, and shall comply with, the terms and conditions of such approvals. Each of the Company Entities owns all movable and immovable properties, leases and sub-lease all properties as are necessary for conducting its operations as presently conducted and disclosed in the Offer Documents and has valid rights to lease or otherwise use and occupy (which rights are in full force and effect), all the assets, movable and immovable properties leased, licensed or otherwise used or proposed to be used by it, in each case free of Encumbrances. The use of such property by the Company Entities is in in accordance with the terms of use of such property under the respective deed, lease, license or other such arrangements;
(h) all of the issued and outstanding share capital of the Company, including the Offered Shares, has been duly authorized and validly issued under Applicable Law and is fully paid up and the Equity Shares proposed to be issued by the Company pursuant to the Fresh Issue shall be duly authorized, validly issued and free and clear from any Encumbrances, and such Equity Shares and the Offered Shares shall rank pari passu with the existing Equity Shares of the Company in all respects, including in respect of dividends and conform in all respects to the description thereof contained in the Offer Documents. The Company is not prohibited, directly or indirectly, from paying any dividends on its securities and does not require approvals of any Governmental Authority in India for payment of dividends. No Equity Shares of the Company are held in abeyance pending allotment;
(i) Any consents or waivers required from any person having pre-emptive rights in respect of the Equity Shares or the Offer have been taken for their winding obtained;
(j) the Company’s holding of share capital in the Subsidiaries is as set forth in the DRHP. All of the outstanding share capital of the Subsidiaries is duly authorized, validly issued under Applicable Law and fully paid-up, liquidation or receivership under and the Company has legal and beneficial ownership of the equity interest in other Company Entities in compliance with Applicable Law; Law and that except for owns the Subsidiaries equity interest in the other Company Entities free and clear of any Encumbrance. Further, all investments by the Company Entities in any entity outside India including PB Fintech FZ-LLC, has been, and is, in accordance with the Applicable Law in all respects, including the Foreign Exchange Management Act, 1999 and the rules, regulations, circulars, notifications, directions and guidelines prescribed thereunder (“FEMA”). Except as disclosed in the DRHP and as will be disclosed in the RHP and the Prospectus, no change or restructuring of the ownership structure of any of the Company does not have any other subsidiaryEntities is proposed or contemplated;
(k) all offers, joint venture or associate issue and does not hold any interest in any other entity. Further, allotment of securities by the Company commenced its business operations after obtaining the certificate of commencement of business, Entities since incorporation have been made in compliance with Applicable Law, and have not been in violation of applicable provisions relating to public offering of securities, including under sections 67 and 81 of the Companies Act, 1956 and sections 23, 42 and 62 of the Companies Act, 2013, as applicable, including filings with the relevant registrar of companies or any Governmental Authority. None of the Company Entities is in receipt of any notice from any Governmental Authority for default or delay in making any filings or declarations in connection with such issuances or allotments which is pending;
(vil) except as disclosed the Restated Financial Statements of the Company, together with the related annexures and notes, included in the Draft Red ▇▇▇▇▇▇▇ Prospectus DRHP and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, the operations of the Company and its Subsidiaries have been generally conducted in compliance with Applicable Law during the last 10 (ten) years, except where non-compliance would not reasonably be expected to result in a Material Adverse Change;
(vii) all of the issued and outstanding share capital of the Company and its Subsidiaries has been duly authorized, validly issued and fully paid;
(viii) all Equity Shares were issued free and clear of any pre-emptive rights (other than any such rights as have been duly waived at the time of issuance), liens, mortgages, pledges, trusts, charges or any other encumbrances, both present and future. The Company does not have any outstanding securities convertible into or exercisable or exchangeable for Equity Shares or any other right, which would entitle any person with any option to receive Equity Shares after the date of the DRHP (other than employee stock options granted or that may be granted under ESOP 2007 in accordance with the SEBI SBEB Regulations, which scheme has been disclosed in the DRHP and shall be disclosed included in the RHP and the Prospectus);
(ix) , are and will be complete and correct in all respects and present truly, fairly, in all respects, the financial position of the Company is eligible to undertake as of the Offer dates specified and its results of operations and cash flows for the periods specified, and such Restated Financial Statements have been derived, and will be derived, from the consolidated financial statements prepared and audited in terms accordance with Ind AS, read with the Companies (Indian Accounting Standards) Rules, 2015, applied on a consistent basis throughout the periods involved. Such Restated Financial Statements have been, and will be, prepared in accordance with the applicable provisions of the Companies Act and restated in accordance with the SEBI ICDR Regulations Regulations. The Company has the requisite consent from the Statutory Auditor to include their examination report relating to the Restated Financial Statements and all other Applicable Lawwill obtain similar consents for such financial statements to be included in the RHP and Prospectus, together with the related annexures and notes thereto. The summary financial information contained in the DRHP, or as will be included in the RHP, and fulfills the general Prospectus, as applicable, present, and specific requirements in respect thereof;
(x) all will present, truly and fairly the Equity Shares information shown therein, and as will be shown therein, and have been, and will be, correctly derived from the Restated Financial Statements. There is no inconsistency between the audited consolidated financial statements of the Promoters which are being locked-in are eligible for computation of promoter’s contribution under Regulation 15 Company and the Restated Financial Statements of the SEBI ICDR Regulations Company, except to the extent caused only by and that due to the Company shall procure and ensure that restatement in accordance with the Promoters will not dispose of, sell or transfer or otherwise encumber such Equity Shares during the period starting from the date of filing of the DRHP until the date of Allotment;
(xi) pursuant to Regulation 37 requirements of the SEBI ICDR Regulations. The Company has uploaded (and shall upload, as may be required) the Company, standalone audited financial statements of the Promoters, Company and its Material Subsidiaries on its website for such periods as are required under the Promoter Group, and the Directors shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making a bid in the OfferSEBI ICDR Regulations;
(xiim) the CompanyPrice Waterhouse Chartered Accountants LLP, the Promoters, the Promoter Group, and the Directors have not entered, and shall not enter, into buy-back arrangements directly or indirectly for purchase of the Equity Shares to be offered and sold in the Offer;
(xiii) the Company, the Promoters, the Promoter Group and the Directors have not taken, nor shall take, directly or indirectly, any action designed, or that may be reasonably expected, to cause, or result in, stabilization or manipulation of the price of any security statutory auditors of the Company to facilitate (“Statutory Auditor”) who have examined the sale or resale Restated Financial Statements are independent chartered accountants within the rules of the Equity Shares;
code of professional ethics of the Institute of Chartered Accountants of India (xiv) it “ICAI”). The Statutory Auditor has obtained, or shall obtain, all necessary approvals and consents, which may be required under Applicable Law or contractual arrangements by which it or its Affiliates may be bound, in relation subjected itself to the Offer, and has complied, and shall comply, with all the statutory formalities, including the terms and conditions of such approvals and all Applicable Law in relation to the Offer or any other matter incidental thereto, and, in particular, that written consents or waivers of lenders and any other third party having any pre-emptive rights (direct or indirect) in respect peer review process of the Equity Shares or ICAI and holds a valid certificate issued by the Offer have been duly obtained (to ‘Peer Review Board’ of the extent applicable) and it has complied, or agrees to comply, with the terms and conditions of such approvals or waivers, and, further, it has obtained written consent or approval, where required, for the use of ICAI. All other financial information procured from the public domain or third parties and included, and as will be included, included in the Offer Documents has been and it is not in breach shall be examined by ASC & Associates, Chartered Accountants, being independent chartered accountants within the rules of any agreement or obligation with respect the code of professional ethics of the ICAI (“Independent Chartered Accountant”). The Independent Chartered Accountant has subjected itself to such third party’s confidential or proprietary information the peer review process of the ICAI and such third party has acknowledged that such information is based on or derived from holds a valid and subsisting certificate issued by the sources that it believes to be reliable and accuratePeer Review Board of the ICAI;
(xvi) it is (as on the date of this Agreement) and shall be compliant with all requirements of Applicable Lawthere are no qualifications, including the SEBI Listing Regulations and the SEBI ICDR Regulations, in respect of corporate governance, including in relation to constitution of the Board of Directors and committees thereof, to the extent so required; neither it nor any of its Subsidiaries is in default under, adverse remarks or in violation of, any indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries are bound or to which their properties or assets are subject. Further, except as disclosed in the DRHP DRHP, and as will be disclosed in the RHP and the Prospectus, there has been no notice or communication, written or otherwise, matters of emphasis highlighted in the examination reports issued by any third party to the auditors of the Company or its Subsidiaries with respect to any default the period for which financial information is or violation of, or seeking acceleration of repayment with respect to, any indenture, loan or credit agreement, or any other agreement or instrument to which the Company or its Subsidiaries are a party or by which any such entity is bound or to which any such entities’ properties or assets are subject;
(xvi) the Company has validly obtained approval for will be disclosed in the Offer through a resolution of the Board of Directors dated March 30, 2022.
(xvii) none of the (i) Company or any of its Promoters or Directors has been declared as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBIDocuments; (ii) the reports on statement of tax benefits, as included in the DRHP (and to the extent as will be included in the RHP and Prospectus), have been issued by the Independent Chartered Account in respect of the Company and the Material Subsidiaries, and accurately describe the tax benefits available to the Company and the Material Subsidiaries; and (iii) the Company confirms that the financial and related operational key performance indicators including business metrics and financial performance of the Company Entities (“KPIs”) included in the DRHP (and to the extent as will be included in the RHP and Prospectus), are true and correct and has been accurately described;
(o) the statements in the DRHP, and as will be disclosed in the RHP and the Prospectus, under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, fairly, accurately and fully describe (i) (A) accounting policies, that the Company believes to be the most important in the portrayal of the Company’s Promoters financial condition and results of operations on a consolidated basis and which require management’s most difficult, subjective or Directors has been declared as a fugitive economic offender under Section 12 complex judgments (“Critical Accounting Policies”), (B) uncertainties affecting the application of the Fugitive Economic Offenders ActCritical Accounting Policies, 2018; if applicable and
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Sources: Offer Agreement