- Business approvals: We note that registrations under the following legislations are relevant to the business activities undertaken by the Company and its subsidiaries:
- Clinical Establishments (Registration & Regulation) Act, 2010 (“Clinical Establishments Act“”)
- The Karnataka Private Medical Establishment Act, 2007 (“Karnataka Medical Establishment Act”)
- Drugs and Cosmetics Act, 1940 (“Drugs and Cosmetic Act”)
- Bio Medical Waste Management Rules – 2016 (“Bio-Medical Rules”)
- Employees’ State Insurance Act, 1948 (“ESIC”)
- Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF”)
- Professional tax acts of relevant states (“PT”)
- Payment of Gratuity Act, 1972 (“Gratuity Act”)
- Labour welfare fund legislations of relevant states (“LWF”)
- Shops and commercial establishment legislations of relevant states (“S&E”)
Of these approvals, the Company and subsidiaries have followed the following approach:
- Revenue-wise: registrations required by Company and its subsidiaries for all the states (having the highest revenue) which cumulatively form 50% of the consolidated revenue of the Company for FY21 and the stub period April 21-December 21.
We understand that the cumulative revenue of branches situated in Karnataka and Delhi for FY21 and the stub period are 814,296,175 INR and. 675,808,266 INR respectively- corresponding to ~59.49% and ~ 63.82% of the consolidated revenue of the Company. As a result our diligence will be limited to the Company and its subsidiaries located in Karnataka and Delhi. Please note as per the MIS shared by the Company it has five offices (including registered office) in Karnataka and two offices in Delhi, whereas Medybiz has two offices in Karnataka (including registered office) and one in Delhi.
- IPR – Understand from the IPR MIS that the only IPR relevant is the trademarks, for which we will review both registered and pending applications of trademarks for the Company and its subsidiaries.
- General approvals: In addition to the diligence of standard incorporation approvals, we will diligence PAN, TAN, and GST registrations for the Company and its subsidiaries.
As required under the ICDR Regulations, disclosures under the approvals section will be limited to the Company and its Material Subsidiary, which will be in the following manner:
- Specific: All customary corporate and tax approvals to be specifically listed. IPRs will be disclosed in a clubbed manner.
- Generic: Lead-ins to be included for business approvals as mentioned under (1)(A) above and generic disclosure to be mentioned about their status based on diligence.
Please note that the disclosure approach discussed above is for the approvals sections only, and depending upon the outcome of DD – pending approvals may be disclosed under the risk factors by way of instances.