Corporate Chapter of Legal Due Diligence Report

Client: Batman India Private Limited Company: ETA Aerospace Private

Limited Proposed Transaction: Acquisition of 100% of the existing issued
and paid-up capital of the company

Executive Summary:

This chapter summarizes the findings of the legal due diligence conducted
on ETA Aerospace Private Limited ("Company"), in connection with the
proposed acquisition of 100% of the Company's issued and paid-up capital
by Batman India Private Limited ("Client"). The due diligence was
conducted based on the documents provided by the Company and
included review of the following:

 Incorporation documents
 Share capital structure
 Corporate governance structure
 Regulatory compliance
 Litigation and disputes
 Material contracts

1. Incorporation and Share Capital

 Incorporation: The Company was incorporated on [Date of Incorporation]

under the Companies Act, [Year] with the Registrar of Companies at
[Location].
 Share Capital:
o Authorized Share Capital: [Amount] divided into [Number] equity shares of
[Face Value] each.
o Issued and Paid-Up Share Capital: [Amount] divided into [Number] equity
shares of [Face Value] each.
o Shareholding: [Details of shareholding structure, including names and
percentage holdings of all shareholders]

2. Corporate Governance
 Board of Directors: The Company has a Board of Directors consisting of
[Number] directors. The Board meets at least [Frequency] times a year.
 Committees: The Company has established the following committees:
o [List of committees and their composition]
 Management: The Company's day-to-day operations are managed by a
team of senior executives, led by [Name and Designation of CEO].

3. Regulatory Compliance

 The Company is in compliance with all applicable laws and regulations.

 The Company has obtained all necessary licenses and permits for its
operations.
 No material regulatory investigations or proceedings are pending against
the Company.

4. Litigation and Disputes

 The Company is not involved in any material litigation or disputes.

 [Details of any potential or pending litigation or disputes, if applicable]

5. Material Contracts

 The Company has entered into various material contracts, including but not
limited to:
o [List of material contracts, including key terms and conditions]

6. Key Findings and Recommendations

 The Company is a validly incorporated company with a clean legal history.

 The Company's shareholding is clear and free from any encumbrances.
 The Company's corporate governance structure appears to be sound.
 The Company is in compliance with all applicable laws and regulations.
 The Company is not involved in any material litigation or disputes.
 There are no material contracts that would significantly impact the
proposed transaction.

7. Next Steps
 Review and analysis of additional information, if any, provided by the
Company.
 Preparation of a final due diligence report with detailed findings and
recommendations.
 Discussion of due diligence findings with the Client and addressing any
further queries.

8. Disclaimer

This report is based on the information provided by the Company and

available to us during the due diligence process. We have not conducted
an independent audit of the Company's financial statements or any other
material information. Our findings and recommendations are based on our
professional judgment and are subject to change upon receipt of additional
information or clarification.

9. Contact Information

For further information or clarification, please contact:

[Name and Contact Information of Lead Attorney]

share
more_vert

You have been engaged by Batman India Private

Limited (client) for undertaking legal due diligence on
MIPL (company), for the proposed issuance of shares to
the Client (proposed transaction). For the purpose of the
Proposed Transaction, the Company has provided you
with a loan document it has already executed. Identify
and summarise for a DD report the restrictive covenants
mentioned in the loan document. Based on the loan
document prepare a requisition list, asking for the
 documents and information that you think you will
require for the proper investigation of the company.
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Restrictive Covenants Identified in Loan Document

Client: Batman India Private Limited Company: MIPL Proposed
Transaction: Issuance of shares to the Client

Restrictive Covenants:

Based on the loan document provided by the Company, the following

restrictive covenants have been identified:

Financial Covenants:

 Debt-to-Equity Ratio: The Company shall not maintain a debt-to-equity ratio

exceeding [Ratio] at any time during the term of the Loan.
 Interest Coverage Ratio: The Company shall maintain an interest coverage
ratio of at least [Ratio] throughout the term of the Loan.
 Minimum Net Worth: The Company shall maintain a minimum net worth of
[Amount] at any time during the term of the Loan.
 Capital Expenditure Restrictions: The Company shall not incur any capital
expenditures exceeding [Amount] without the prior written consent of the
Lender.
 Dividend Restrictions: The Company shall not declare or pay any dividends
on its common stock without the prior written consent of the Lender.

Operational Covenants:

 Business Restrictions: The Company shall not engage in any new lines of
business without the prior written consent of the Lender.
 Merger and Acquisition Restrictions: The Company shall not enter into any
mergers, acquisitions, or other significant transactions without the prior
written consent of the Lender.
 Change of Control Restrictions: The Company shall not undergo any
change of control without the prior written consent of the Lender.
 Sale of Assets Restrictions: The Company shall not sell any of its assets
without the prior written consent of the Lender.

Informational Covenants:

 Financial Reporting: The Company shall provide the Lender with quarterly
and annual financial statements, prepared in accordance with GAAP.
 Material Events: The Company shall promptly notify the Lender of any
material events that could adversely impact its financial condition or ability
to repay the Loan.
 Compliance with Laws: The Company shall comply with all applicable laws
and regulations.

Other Covenants:

 Cross-Default: The Company shall not default under any other loan
agreement or other material contractual obligation.
 Right of Audit: The Lender shall have the right to audit the Company's
financial statements at its own expense.

Requisition List
Based on the loan document and to conduct a proper investigation of the
Company, the following documents and information are requested:

Corporate Documents:

 Certificate of Incorporation
 Memorandum and Articles of Association
 Share Register
 Minutes of all Board of Directors and Shareholder meetings
 Any agreements or documents relating to the issuance of shares or other
securities
 Any agreements or documents relating to the existing loan facility

Financial Documents:
 Audited financial statements for the past three years
 Management accounts for the current year
 Budgets and forecasts for the next two years
 Tax returns for the past three years
 Loan agreements and other debt instruments
 Guarantees and other contingent liabilities

Operational Documents:

 Business plan and strategic plan

 Major contracts and agreements
 Lease agreements and other property-related documents
 Insurance policies
 Environmental permits and licenses

Other Documents:

 Litigation and dispute records

 Regulatory reports and filings
 Any other documents relevant to the Company's business, financial
condition, or legal status

Information:

 Details of any related party transactions

 Details of any pending regulatory investigations or proceedings
 Details of any material changes in the Company's business or financial
condition
 Any other information that may be relevant to the proposed transaction

Timeframe:

Please provide the requested documents and information within [Number]

business days of receipt of this requisition list.

Contact Information:
 Please contact [Name and Contact Information of Lead Attorney] if you
have any questions or require clarification on any of the requested
information.

share
more_vert

You have been engaged by Batman India Private

Limited (client) for undertaking legal due diligence on
MIPL (company), for the proposed issuance of shares to
the Client (proposed transaction). For the purpose of the
Proposed Transaction, the Company has provided you
with a deed of hypothecation it has executed for the
previously executed loan agreement. Summarise the
loan document for the DD report.
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Summary of Loan Agreement and Deed of

Hypothecation
Client: Batman India Private Limited Company: MIPL Proposed
Transaction: Issuance of shares to the Client

Loan Agreement:

 Date: [Date of Loan Agreement]

 Parties:
o Lender: [Name and Address of Lender]
o Borrower: MIPL
 Loan Amount: [Amount]
 Interest Rate: [Rate]
 Term: [Term]
 Security:
o [List of assets pledged as security for the Loan]
 Covenants:
o [Summary of key financial, operational, and informational covenants]

Deed of Hypothecation:

 Date: [Date of Deed of Hypothecation]

 Parties:
o Mortgagor: MIPL
o Mortgagee: [Name and Address of Lender]
 Security:
o [List of assets specifically pledged as security under the Deed of
Hypothecation]
 Rights and Obligations:
o The Deed of Hypothecation grants the Lender certain rights and powers in
relation to the secured assets, including the right to take possession and
sell the assets in the event of a default under the Loan Agreement.
o The Deed of Hypothecation also outlines the obligations of the Borrower,
including the obligation to maintain the secured assets and to keep the
Lender informed of any changes affecting the assets.

Key Findings:

 The Loan Agreement and Deed of Hypothecation create a security interest

in favor of the Lender over certain of the Company's assets.
 The security interest may limit the Company's ability to dispose of or
encumber the secured assets without the consent of the Lender.
 The Loan Agreement and Deed of Hypothecation contain various
covenants that the Company must comply with.

Impact on Proposed Transaction:

 The existence of the Loan Agreement and Deed of Hypothecation may

affect the terms of the proposed issuance of shares to the Client.
 The Client may require additional security or assurances in light of the
existing security interest.
 The Company's compliance with the Loan Agreement and Deed of
Hypothecation must be investigated further.

Next Steps:

 Review the Loan Agreement and Deed of Hypothecation in detail.

 Obtain confirmation from the Lender regarding the outstanding balance of
the Loan and any other relevant information.
 Assess the impact of the Loan Agreement and Deed of Hypothecation on
the proposed transaction.
 Discuss the findings with the Client and address any further queries.
share
more_vert

You have been engaged by Batman India Private

Limited (client) for undertaking legal due diligence on
MIPL (company), for the proposed issuance of shares to
the Client (proposed transaction). For the purpose of the
Proposed Transaction, the Company has provided you
with a deed of hypothecation it has executed for the
previously executed loan agreement. Summarise the
loan document for the DD report. You have been
engaged by Batman India Private Limited (client) for
undertaking legal due diligence on MIPL (company), for
the proposed issuance of shares to the Client (proposed
transaction). For the purpose of the Proposed
Transaction, the Company has provided you with a deed
of hypothecation it has executed for the previously
executed loan agreement. Summarise the loan
document for the DD report.
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Summary of Loan Agreement and Deed of

Hypothecation
Client: Batman India Private Limited Company: MIPL Proposed
Transaction: Issuance of shares to the Client

Loan Agreement:

 Date: [Date of Loan Agreement]

 Parties:
o Lender: [Name and Address of Lender]
o Borrower: MIPL
 Loan Amount: [Amount]
 Interest Rate: [Rate]
 Term: [Term]
 Security:
o [List of assets pledged as security for the Loan]
 Covenants:
o [Summary of key financial, operational, and informational covenants]

Deed of Hypothecation:

 Date: [Date of Deed of Hypothecation]

 Parties:
o Mortgagor: MIPL
o Mortgagee: [Name and Address of Lender]
 Security:
o [List of assets specifically pledged as security under the Deed of
Hypothecation]
 Rights and Obligations:
o The Deed of Hypothecation grants the Lender certain rights and powers in
relation to the secured assets, including the right to take possession and
sell the assets in the event of a default under the Loan Agreement.
o The Deed of Hypothecation also outlines the obligations of the
Borrower, including the obligation to maintain the secured assets and to
keep the Lender informed of any changes affecting the assets.

Key Findings:

 The Loan Agreement and Deed of Hypothecation create a security interest

in favor of the Lender over certain of the Company's assets.
 The security interest may limit the Company's ability to dispose of or
encumber the secured assets without the consent of the Lender.
 The Loan Agreement and Deed of Hypothecation contain various
covenants that the Company must comply with.

Impact on Proposed Transaction:

 The existence of the Loan Agreement and Deed of Hypothecation may

affect the terms of the proposed issuance of shares to the Client.
 The Client may require additional security or assurances in light of the
existing security interest.
 The Company's compliance with the Loan Agreement and Deed of
Hypothecation must be investigated further.

Next Steps:

 Review the Loan Agreement and Deed of Hypothecation in detail.

 Obtain confirmation from the Lender regarding the outstanding balance of
the Loan and any other relevant information.
 Assess the impact of the Loan Agreement and Deed of Hypothecation on
the proposed transaction.
 Discuss the findings with the Client and address any further queries.