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GENERAL INFORMATION
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Business Presentation
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Description / details on the
following (if not covered in as much detail as part of Business Presentation
mentioned above):
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a. Detailed description of the
business model of the Company including business verticals of the past and
present and verticals that the Company plans to cater to in the near future
post investment.
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b. Revenue Streams (past, current and
future revenue streams, include description of all revenue streams to be
captured)
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c. Areas of Focus – Target Customer
types (include segmentation undertaken based on size, needs or other
criteria)
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d. Detailed description of the
product offerings provided, including breakup of margin % earned on each
product offered
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e. provide a list of all existing and
under development products and services & its versions, along-with
timelines.
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f. List of large / key customers
(cumulatively accounting for at least 50% of current revenues) and their
product usage patterns (over the past 12 months). If the Company is consumer
/ user based company, please provide details of user data (e.g. DAU, MAU, No
of registered users, CAC, user churn etc)
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g. List of Key Vendors and Partners
and a brief on transactions with these parties
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h. List of Competitors in India and
globally
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i. Description or copy of company's
purchasing policy, credit policy
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j. All surveys and market research
reports, done by the company (For E.g. Weblinks of articles and press
releases etc)
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k. Key areas that the Company faces
challenges in when running and growing the business and the action plan to
address these.
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BASIC REGISTRATION/OTHER SPECIFIC
DOCUMENTS
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Certificate of Incorporation, MOA and
AOA.
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Copy of PAN, TAN, Registration
Certificates of VAT, Service Tax, GST, Excise, PF, ESIC, PT, Shop and
Establishments for all premises used, IEC code, and any other registration
certificate as applicable to the company
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Descriptive list of all significant
acquisitions, restructurings, reorganizations, spin-offs and other transactions
(intercompany or otherwise) not in the ordinary course of business which have
occurred in the Company history.
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Copies of any letter rulings,
non-privileged tax opinions obtained for all such transactions.
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FINANCIAL STATEMENTS/REPORTS &
MIS INFORMATION
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Signed Audited Financial statements
along with, annexures, notes to accounts, trial balance, audit reports, CARO
report, cash flow statements and any other report that forms part of the
annual financial statements for Target Company for the Historical Period
(from Inception till last financial year for which audit has been completed).
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Unaudited financials for that part of
the Historical period where audit is not complete.
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Accounting Data for the Historical
Period that matches the audited and unaudited financials as provided above.
(Tally Backup / Quickbooks login / Xero.com Login or any other accounting
software used for the historical period)
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Internal Audit Reports (if any)
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Management letters issued by the
auditors during the historical period
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Transfer Pricing - Provide copy of
Form 3CEB filed, Transfer Pricing Study Report, Inter-Company agreements, Arm’s
Length Pricing workings, if any.
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MIS prepared, key KPI's for the
Historical Period. (Customer Acquisition cost, Life Time Value, Product wise
bifurcation, No of bookings and customers, Average cost etc). Where for any
reason MIS and financial accounting data do not match, please provide
reconciliation statements.
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PROFIT AND LOSS ACCOUNT
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Revenues
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Detailed monthly revenue trend of the
Historical Period for each revenue line along with key drivers of revenue.
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a . Commercial contracts / agreements
that are linked to revenue (one time or recurring).
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b. Qualitative and quantitative
revenue data which should include but need not be limited to areas such as:
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Revenue breakup based on contract
length
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One time revenue and recurring
revenue
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Repeat customer revenue and new
customer revenue
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Geographical split
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Domestic Vs International
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c. Provide Sample invoice raised and
major contracts by the company on various parties, provide different bills
having different components/ services which are provided by the company. Note
on the process of billing and computation of commission income on a sample
basis
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Details of customer benefit policies
impacting the revenue of the Company, i.e. special discounts, any other terms
/ conditions
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Employee Cost & Other Related
Details
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a. Salary register containing details
of all salaries paid for employees in the historical period. The salary
register should have all details like salary breakup in components (Basic,
DA, Allowances), PT, TDS, Reimbursements amongst others. The details should
match with the accounting records of the Company.
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Please provide sample copies of
appointment letter, employment agreements, non - compete agreement, details
of bonus, incentives, performance matrix for sample employees
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b. Details list of Employees who
were/are involved in the product development and provide copies of
Confidential Information & Invention Assignment Agreements entered with
them.
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c. Copies of Employee Innovation
& Proprietary Information Assignment Agreements, if any.
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d. Details of contract labour
(payment, aggregate workers, compliance to any law, deployment). (if, any)
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e. Details of compensation and ESOPs
to the promoters and key management team.
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f. Salary advance policy if any
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g. Org chart indicating breakdown of
employees by key departments/teams
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h. Indication of departments/teams
where additional employees will be hired in the coming few months, and the
nature of talent being hired
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Rent
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a. Details of offices along with rent
/ lease agreements, purpose of office i.e. Registered Office / Corporate
Office / Branch / Sales Office
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b. Details of operating leases and
finance leases entered into by the entity in the historical period with
details of leased property, area, lease rentals, lease period and lease
escalation and termination clauses.
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Professional fees
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a. A List of law firms, accounting
firms, consulting firms and similar professionals or experts engaged by the
company detailing service availed and amount paid for it along with contracts
where executed
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b. Invoices for the sample cases
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Marketing / Business promotion
Expenses
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a. Monthly trend in marketing costs
along with description on how marketing costs are helping in acquisition of
customers
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b. Breakdown of sales expenditure
(between customer acquisition & customer support) on a monthly basis, for
the last 12 months
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c. Breakdown of customer onboarding
costs incurred on a monthly basis, for the last 12 months
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d. Marketing expense budget of the
company. Also to provide budget v/s actuals for the same.
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Technology cost & IPR documents
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Details of technology costs incurred
by the company during the historical period, including
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a. Cost of equipment, servers,
service contracts etc.
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b. Cost of building up of App and
website / domain
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c. Cost of web storage space / online
tools used
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d. Details on Intellectual Property
developed by the Company /Founders/Key Employees and documents pertaining to
registration of Intellectual Property
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Other expenses
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a. Details of customer compensations
/ claims paid and disputed during the historical period, if any; include all
instances of rebates/discounts given due to product downtime or support
issues.
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b. Discount policy of the company for
bulk orders
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c. Details of exceptional, prior
period or non-recurring items of income and expenditure.
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d. Invoices for the sample cases
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e. Any other agreements with vendors
(i.e. payment gateways, marketing agencies, bankers, investors, etc)
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BALANCE SHEET
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Fixed assets
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a. Fixed asset register as on 31st
march [PY] and till date
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b. Listing of assets (property and
equipment) acquired on lease and lease agreements. Note on lease accounting.
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c. Details of charges or lien created
against any fixed assets through guarantees or loan arrangements.
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d. Details of any intangible assets (also
inhouse development expenses) and any expenses capitalized during the
historical period
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Receivables and advances
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a. Details of Debtors/advances given,
ageing of accounts and expected realisation and details internal system
follow up. Confirmations for over and above Rs.1lakhs
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b. Details of Advances/ Deposits
given, Description/ Nature of the advances given for.
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c. Details of Bad debts or provision
for bad debts
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d. Details of credit period given to
debtors
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Cash and bank
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a. Details of all the bank accounts,
bank statements (in PDF only/ authorized by bank) till date. Bank loan statements
and sanction letters, if any
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b. Details of Bank overdraft/ Term
loans and Term deposits in tabulated form having date of deposit and
maturity, interest etc.
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c. Monthly bank reconciliation
statement for all the banks.
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d. Credit card statement and credit
policy
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e. Details of any type of prepaid
corporate credit cards, issued to employees.
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Current liabilities and provisions
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a. Details of Creditors/advances
taken, ageing of accounts and expected realisation and details internal
system follow up. Confirmations for over and above Rs.1lakhs
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b. Details of Deposit received from
Customers/ parties. Nature of the same.
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c. Details of leave pay and
retirement benefit accruals. (provide actuary report for gratuity, if any)
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d. Any other payables or Outstanding
govt. dues
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Borrowings and debts
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a. Schedule of borrowings (secured
and unsecured) segregated into short term and long term debt indicating
lender, limit, drawdown to date, repayment terms, interest rates, security
etc. Details of default in repayment of loans and interest, if any.
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b. Copies of loan agreements / sanction
letters
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c. Repayment schedules, as currently
applicable for each of the loan account indicating principal and interest
details.
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d. Computation of provision for
interest as for outstanding loans as at [.]
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e. Purpose for which loan is taken
and utilized.
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Investments
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a. Details of Investment other than
Term deposits/any other liquid funds, made by company
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b. Balance confirmations statements
for the above.
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c. Reconciliation of amount appearing
in balance confirmation with books of accounts in terms of amounts recognised
as income and asset (ledger wise) .
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Related party transactions
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a. A list of related and affiliated
entities, specifying the extent and nature of the relationship with such
entities and their management.
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b. Provide details of transactions
with each related party during the financial year
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c. Details of any exposures on
account of related parties like guarantees, asset security etc, if any.
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d. Details of past dues of related
party written off by the company, if any.
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Shareholding of the Company /Sister
Concerns/ etc & Shareholders Agreements (including related documents)
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a. Details of shareholding at the
time of inception, current shareholding pattern and post investment
shareholding
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b. Investment Agreements executed by
the Company since inception, Share Purchase Agreements, Valuation Report,
FCGPR & FCTRS filed, if any.
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c. List of Sister concerns /holding
and subsidiaries along with ROC Master data
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d. ESOP policy/ trust, and list of
ESOPs given to employees granting date, vesting period in tabulated form
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TAXES
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Direct Taxes
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a. Computation for PY and current
Year, income tax returns & acknowledgements and notices received from
income tax depts, if any
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b. 26AS form for the past three years
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c. Details of TDS deducted and paid.
(i) Acknowledgments copies of TDS returns, (ii) challans (iii) workings for
all the quarters, (iv) reconciliation with the books of accounts and (v)
notices received from the dept., if any
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d. Deferred tax workings, MAT
workings, Amt workings for the previous audited financial year, if any
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e. Tax Audit reports for period of
review
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f. 15CA/ CB forms for non domestic
transactions
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g. Equalization levy (payment of 6%
taxes on advertisement above Rs. 1,00,000 in non domestic transactions)
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Details of parties and amount paid,
workings and challans
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h. Annual returns/ SFT's filed by
company.
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Indirect Taxes
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a. VAT
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Details of (i) vat workings, (ii) vat
returns, (iii) challans (iv) reconciliation with books of accounts and (v)
notices received from dept, if any
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b. Service tax
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Details of (i) Service tax workings,
(ii) Service tax returns, (iii) challans (iv) reconciliation with books of
accounts and (v) notices received from dept, if any
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c. Goods and Service Tax (GST)
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Details of (i) GST workings, (ii) GST
returns, (iii) challans (iv) reconciliation with books of accounts and (v)
notices received from dept, if any
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Labour Law Compliances
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a. ESIC (applicable on if more than
10 employees and having wages less than Rs. 21,000/-)
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Details of (i) ESIC workings, (ii)
ESIC registers and returns, (iii) challans (iv) reconciliation with books of
accounts and (v) notices received from dept, if any
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b. PF (applicable if 20 or more
employees drawing salary less than Rs. 15,000)
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Details of (i) PF workings, (ii) PF registers
and returns, (iii) challans (iv) reconciliation with books of accounts and
(v) notices received from dept, if any
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c. PT (applicable for all the
employees including director and company- state wise applicability)
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Details of (i) PT workings, (ii) PT
registers and returns, (iii) challans (iv) reconciliation with books of
accounts and (v) notices received from dept, if any
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d. Payment of Bonus Act (applicable
if 20 or more employees drawing salary less than Rs. 21,000)
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Details of (i) Bonus workings, (ii)
Bonus registers, forms and returns, (iii) Any exemption enjoyed by the
Company and (v) notices received from dept, if any
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