Due Diligence Checklist - Latest.doc 2009

Name of the Company

DUE DILIGENCE CHECKLIST

Dear Customer,

Public issue of securities involves compliance with number of disclosure requirements of SEBI, Stock Exchanges and the Companies Act 1956. The enclosed manual attempts to cover most of the disclosure requirements.

The goal of due diligence is to fully understand the business of the issuer, to identify the risks and problems it will face, and to assure that the Offer Document is complete and accurate. Thoughtful analysis concerning the issuer Company as well as experience and knowledge of the IPO team including Auditors, Legal Advisors represent the critical ingredients of the due diligence exercise. A checklist of topics and formats merely serve as an aid in the due diligence process.

Kindly submit the following documents, which are required for our preliminary due diligence and drafting of the Offer Document.

While submitting due diligence documents kindly follow following instructions:1. Please note that unless otherwise specified, all the documents are

required to be submitted on the Letter head of the Company duly signed by an authorized signatory (Company Secretary/Managing Director).

2. Wherever photocopies of the documents/contracts/approvals etc. are submitted, please note that the copies are attested to be true copies by an authorized signatory.

3. Please note to provide updates of any change that may occur in the facts, circumstances or events for which information was already provided to us during the due diligence exercise.

4. If some of the approvals are not obtained and awaited, copy of the application made to authorities should be submitted.

5. For some of the documents, soft and hard copies of the formats are attached and the same is mentioned in the list. Please adhere to those formats while replying. If you wish to modify the format, please inform us.

6. While submitting the documents, kindly quote the reference no. (as it appears in the following list) on top of the document paper. This would help us in keeping a track of the pending documents.

7. If some of the documents are not applicable, please inform us.

The Due Diligence Checklist is divided in three sections. We are also providing these files in MS-Word format for ready use of the formats. We have also provided links to the formats with the list of documents mentioned for easy use of the document.

Section I covers most of the disclosure requirements as per the extant SEBI guidelines and the Companies Act. It also provides necessary formats for providing information required for due diligence. This section also covers certificates to be provided by the Legal Advisors for the issue with respect to litigations against the Company, Promoters, Directors and Group Concerns.

Section II is meant for the Auditors of the Company who are required to provide number of certificates concerning the financials of the Company, group company transactions, tax benefits to the investors of the Company etc.

Section III covers some of the documents/ undertaking required towards the end of due diligence exercise and are largely meant for filing the document with SEBI. The section also provides information normally sought by the Stock Exchange Mumbai and National Stock Exchange of India for granting the Initial Listing Approval.

We hope with the help of this document, the due diligence process would be more effective and structured. Careful compliance with the checklist would also reduce the time in executing the assignment.

Section I

1 BASIC INFORMATION ON THE COMPANY AND REVIEWS

Remarks

a. Details of changes in name of the Company: If changes have taken place in the name of the Company subsequent to incorporation, certificates for these changes in the names should be submitted. Copies of Shareholder resolutions approving change of name.

b. Details regarding take-overs, mergers etc.: If any take over/ merger has taken place, a write up on the same, copies of all Court orders, details of returns filed with regulatory authorities etc.

c. Appraisal: Copy of Appraisal Report, if any, along with an express permission from the Appraising agency to use the facts and figures therein to draft the Prospectus.

d. Copy of the Memorandum and Articles of Association, and all amendments thereto

e. Soft Copy of Articles of Association. f. Organization structure - Organization chart giving names

and designations of functional heads and the number of employees working under each head at various levels

g. Review of annual returns filed with the RoC and Income Tad Returns filed with Income Tax Authorities for the last 5 years.

h. Review of internal audit reports for the last 5 years.i. List of Insurance policies held by the company giving

details of assets insured / nature of insurance cover, value of insurance cover, period of insurance and premium paid.

j. Review of registers: Register of inter-corporate loans, register of charges, register of contracts, register of contracts entered by directors, register of investments, registers required to be kept under Section 301 of the Companies Act and any other registers required to be maintained by the company under the Companies Act.

k. Review of copies of all shareholder agreements, JV agreements and other agreements or arrangements restricting the transfer of shares, or relating to the management, ownership or control of the Company, and any other agreements which define or limit the rights of the shareholders of the Company, including any restrictions upon voting rights or upon the declaration or payment of any dividends or relating to the issuance of additional share capital

o Key shareholder agreements need to be profiled in the offer

document and included in the “Material Contracts and Documents for Inspection”

p Agreement entered with Financial Partners q Agreement entered with Strategic Partnersr SWOT Analysis on the Company and the Industrys Details of major events in the history of the Company which

should include the details of:1. capacity/facility creation, products, marketing,

competition, etc.,2. raising of capital in the form of equity or debt3. time/cost overrun in setting up projects including

proposed project4. defaults/reschedulement with financial

institutions/banks, conversion of loans into equity alongwith reasons thereof, lock out, strikes and reasons for the same.

2 APPROVALS FOR THE PUBLIC OFFER Remarks

a. Letter of intent/ SIA registration/ Copy of the application to Ministry of Industries for registration.

b. Necessary clearance from the governmental, statutory, municipal authorities etc. for implementation of the project, wherever applicable: Furnish a list of all the clearances required for going ahead with the project. A copy of each of the approvals, already obtained should be given. If the approval is not obtained and an application is made, a copy of the application should be given. If any of the applications are yet to be made, mention them and specify a time frame for making an application.

c. Permission in respect of land and permission from local authority to construct the building.

d. Environmental clearance from Pollution Control Board.e. Sanction for power and water.f. Approvals in connection with Foreign Collaboration, if any

(copies of RBI approval for payment to technical collaborators and nature of collaboration).

g. Approval from Reserve Bank of India for issue of shares to FIIs and issues of shares to the foreign collaborator, if any.

h. Copy and/or back ups for any specific concessions being sought by the Company from Regulatory Authorities.

i. Existing Listing agreement with the stock exchanges, if any. j. Approval for lock-in of share capital from the promoters as

per SEBI guidelinesk. Depository tripartite agreement (between the issuer

company, the registrars and the depository) with both the

depositories viz. NSDL and CDSL. l. Approval letter from the government of India approving the

issue (in case of disinvestments)m. Review of material compliance reports filed and significant

correspondence with any regulatory agency Example: Compliance reports and review by environmental agencies.

n. Review of any reports, notices or correspondence to the Company regarding foreign payments or compliance with any country’s governmental regulations or currency requirements.

o. Review of any other agreements executed by the Company with the Indian government, whether at the central, state or municipal/local level

p. List of statutory approvals required from various Government agencies such as RBI, FIPB, SIA etc - Example: SIA registration, approvals for foreign investment, approvals for export, RBI/ FIPB approvals for the issue, approvals required for collaborations, nature of collaborations, Approval from RBI for issue of shares to FIIs & to the foreign collaborator, if any etc.

q. Approval for Greenshoe option, if any

3. RESOLUTIONS and POWER OF ATTORNEY

a. Minutes of Board Meeting and General Body meeting of the Company duly authorising the Issue of shares to the Public. Copy of Resolutions passed u/s. 81(1) and 293. (Illustrative format attached)

b. Copy of special resolution for increase in Authorised Capital and Form No.5, duly submitted to RoC.

c. Copy of Resolution for conversion into Public Company.d. Resolution regarding appointment of Managing Director and

Whole-time Director and subsequent approval from the Central Government, where necessary, giving therein the terms of appointment and fixation of remuneration.

e. Resolution concerning the Issue of Bonus Shares, if any.f. Resolution for appointment of Lead Manager, Co-Managers,

Advisors, Registrars, Printers, Advertising Agencies.g. Resolution to authorise a Committee of the Board of

Directors to take further decisions on the issueh. Copy of Resolution for appointment of Auditors. i. Board Resolution for an Offer for sale by the Offeror.

(Illustrative format attached)j. Resolution for approving draft red herring prospectus / Draft

Prospectus, red herring prospectus and prospectus

k. Power of Attorney, if any, from Directors for signing offer document from the Directors of the company, the CEO and the CFO to the entity who will sign the RHP/ Prospectus while filing with the Registrar of Companies (“RoC”) (Illustrative format attached)

l. Power of Attorney by existing shareholder for offer for sale (Illustrative format attached)

m. Shareholders agreement / resolution authorizing the issuen. Resolution pertaining to borrowing of funds, transfer of

assets, face value splits and other such material events.o Shareholders approval for issue of ESOP

4 BACKGROUND OF PROMOTERS, DIRECTORS AND MANAGEMENT PERSONNEL

a. Bio Data of Promoters: Documents giving detailed history of promoter (e.g. incorporation, commencement of business, nature of business, size of business, market share, growth strategy, key drivers of promoter, competition, any new line of activity business being undertaken, etc). Details of any change in management of promoter Declaration and Copy of PAN card, MAPIN, Bank Account of the promoter, Company Registration, address of ROC where promoter are registered. (Indicative format attached)

b. Bio-data of Directors (Manager, MD, Whole time director, Nominee director, etc.): Duly signed by the respective personnel giving name, age, qualification and experience. (Indicative format attached)

c. Bio-Data of Key Management Personnel: Duly signed by the respective personnel giving name, age, qualification and experience. (Indicative format attached)

d. Form No. 24AA, 29 & 32 regarding particulars of Directors.

e. Details of other Directorships of the Directors: Furnish details of all the Companies Firm venture / partnerships / Proprietorships in which the Directors of the issuer Company are Directors / Partners / Proprietors etc. The list to be given Director wise, on the letterhead of the Company, duly signed by an authorized signatory.

f. Details of Board of Directors of the Company (Format attached)

g. Details of the key managerial personnel (Format attached) h. Awards and recognitions won by the company, directors and

key management personnel of the company. i. Details of various service agreements and non-competition

and confidentiality agreementsj. Certificate giving changes in Key Managerial Personnel in

the last three years giving the date and reason for the change. (Format attached)

k. Details of borrowing powers of directorsl. Compliance with clause 49 (Corporate Governance) of

Listing Agreement (Indicative format attached)m. Shareholding of directors, including details of qualification

shares held by them in the companyn. Full particulars of nature and extent of the interest of every

director in promotion of the company or interest of directors in property acquired by the company

o. Nature of interest of firm, company in which directors are interested with the company

5 PROJECT DETAILS

a. Cost of the Project and Means of Finance: Details about the cost of the project giving break-up, activity-wise and the means of finance. (Indicative format attached)

b. Land Documents: Details of the land purchased by the Company stating therein the area, whether it is on a freehold basis or leasehold basis and the period of lease, if on leasehold basis, backward area benefits available for the location, if any. Land agreements and proof of registration in the name of the Company and consideration paid therefore.

c. The name of the Architect and the fee payable to them.d. Details of construction: Built-up area, type of construction

and other details to be certified by project contractors.e. Schedule of implementation: The following to be certified

by the Architect. (Indicative formats attached)i. i) % completion achieved as on a recent date.

ii. ii) Schedule of implementation giving break-up of activities and their planned commencement and completion dates.

iii. iii) Quarterly schedule of deployment of funds. iv. iv) Detailed Cash Flowv. v) Certificate from chartered accountant certifying

the details of the deployment of funds in the project so far.

f. Plant and machinery: a. i) Details of the major imported/ Indigenous Plant

& Machinery like the Name of the Manufacturers/ Supplier, Cost of Machinery, Date of placement of order

and the expected date of delivery (Indicative format attached).

b. ii) Back up documents for the above: i. If the orders are already placed, copies of the

purchase orders.ii. If the orders are not placed, basis of establishing

the cost of the respective machinery. (e.g. commitment letters from the suppliers etc.)

g. Technical Collaboration a. i) Existing Technical collaboration and documents

supporting thereof.b. ii) Technical collaboration for the project and

documents supporting thereof.c. iii) Names of collaborators, nature of arrangement,

place of registration of the collaborators, year of incorporation of the collaborators, paid up share capital of the collaborators, turnover in the last year of operations of the collaborators, general information of the collaborators and infrastructure facilities for raw materials and utilities to be used by the facilities that have been set up in collaboration, RBI approval for payment of technical know how fees, Copy of Technical know how agreement, Copy of MOU/Buy-back arrangement for sale of products

h. Installed Capacity: a. i) Details of the existing installed capacity of

various products certified by the auditors.b. ii) Details of the fresh capacity being added in

project duly certified.

i. Utilities of the project: Details of the following duly certified.

a. i) Raw Materiala. Details on availability of raw materials alongwith

the statisticsb. Methods of procurement of raw materials c. Whether any tie-ups with suppliers for acquiring

raw materialsd. Anticipated trends regarding price and

availabilityb. ii) Powerc. iii) Water

vi. iv) Infrastructure facilities

j. Manufacturing process:a. i) Details of the existing manufacturing process to

be given by the Technical Director / Factory Manager.b. ii) Details of manufacturing process for the project

to be given duly certified.

k. Foreign currency transactions a. i) Details of the Exports made by the Company,

viz. items, countries, amount (in foreign currency/Rupee equivalent), years and whether the Exports were direct or through intermediaries, duly certified by the auditors. Export obligations with details of how much of the obligations have been met in the past and any penalties imposed / likely to be imposed, in case of shortfall.

b. ii) Details of the Imports made by the Company, viz. items, countries, amount (in foreign currency/Rupee equivalent), years and whether the Imports were direct or through intermediaries, duly certified by the auditors.

c. iii) Details of any other foreign currency transaction duly certified by the auditors.

l. Orders on hand a. i) Details of orders on hand for the existing

operations.b. ii) Details of orders on hand for the new project

related business.

m. Marketing & Selling arrangementsa. i) Write up on Marketing and selling arrangements

for the existing business.b. ii) Write up on Marketing and selling arrangements

for the project related business.c. iii) Details of any marketing collaboration and back

up documents for the same.d. iv) number of people involved, the distribution

network, any marketing tie-ups / assistance in marketing by collaborators and such other material details

n. Industry scenario: i) Reports from Government agencies / expert

agencies / consultants / company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators (source of the data/information to be mentioned). *

ii) (* Source of data should be compulsorily

mentioned when providing a commentary on the Industry scenario. The source should be studies/views of an independent agency.)

o. Other project related informationa. i) Technology: A brief write-up on the technology

being used by the Company in its existing operations and the project.

b. ii) Market: A brief write up on the market for products/services of the Company including past sales fig for the industry, past trends and future prospects regarding exports, demand and supply forecast etc.

c. iii) Competition: Write-up on existing and future competition in the Industry.

d. iv) Managerial competence: A brief write-up on manpower requirement for the project, comments on its availability and plans of the Company to procure the required managerial and labour resources.

e. v) Capacity build-up: The build up of capacity in the past for the company and competing firms.

f. vi) Branding strategy, if any and the list of the brand names owned by the company together with copies of the registration certificates of the trademarks and brands

g. vii) Product detailsa. Product range alongwith their usesb. Demand for the products – Existing and

estimated in the coming years as estimated by a government authority or any other reliable institution giving the source of the information.

6 TECHNICAL, FINANCIAL AND MARKETING ARRANGEMENTS

Following details regarding persons with whom financial and technical agreements have been entered into

a) i) Nameb) ii) Type of collaborationc) iii) Place of registration and year of incorporationd) iv) Issued share capitale) v) Turnover of the last financial year of operationsf) vi) General information regarding such persong) vii) Copy of Technical know how agreementh) viii) RBI approval for payment of technical know how

feesi) ix) Copy of MOU/Buy-back arrangement for sale of

products

7 FINANCIAL ARRANGEMENTS

j) i) Sanction Letter for Working Capital from Banks

k) ii) Detailed calculations on requirment of working capital for the next three years

l) iii) Applications made by the Company to the financial institutions / banks for financial assistance/ Foreign Currency Loan and copies of respective sanction letters and Loan Agreements

m) iv) Details of any Bridge Loan or Financial Arrangement, if any, entered into by the Company, which would be repaid out of the proceeds of the Issue

iv) Copy of the project appraisal report8 MANAGEMENT DISCUSSION

Comparison of significant items of income and expenditure between the last period for which financial statements have been made and the preceding 3-year period. (Indicative format enclosed)

9 CAPITAL STRUCTURE, SHAREHOLDING AND TRANSACTIONS IN SHARES

a. Details of the authorized capital, the issued, the subscribed and paid up capital, the net offer to the public, promoters’ contribution and firm allotment/ reservation therein and the post issue paid up capital (after conversion of securities, if applicable) and the pre and post share premium account. Give details for number of instruments, description, aggregate nominal value and issue amount. Name of group companies to be given, in case reservation has been made for shareholders of the group companies.

b. Details of any outstanding financial instrument(s) or right entitling anyone to receive equity shares after the issue. Include specifically shares that are held in abeyance.

c. Share capital history - Date of allotment, date when made fully paid up, nature of the allotment, number of equity shares, face value and issue consideration, nature of allotment (rights, bonus, etc), cumulative capital, etc. Details of any share split, reduction of capital or consolidation needs to be disclosed. Provide form 2 filed with RoC.

d. Details of shares issued for consideration other than cash - The date of issue, persons to whom issued, price, reasons for the issue and whether any benefits have accrued to the

company out of the issue.

e. A disclosure to the effect that the securities offered through this public issue shall be made fully paid up or may be forfeited within 12 months from the date of allotment of securities.

f. Aggregate shareholding of the Promoter (as on _____ and details) and of the directors of the Promoter, if the Promoter is a Body Corporate in the company

g. Aggregate number of securities of the company purchased or sold by the Promoter Group and the directors of the Promoter during a period of six months prior to date of filing with SEBI and to be updated at the time of filing with ROC and maximum and minimum price at which these purchases/sales were made along with the relevant dates

h. In case, information is not available regarding sales and purchase of shares by any relative of the Promoters, a statement to that effect to be given and details regarding the aforesaid sales/purchases as per the transfers recorded in the books of the Company

i. Details regarding major shareholders: Names of the ten largest shareholders and Number of shares held by them (Format enclosed)

i) as on the date of filing the Prospectus with SEBI/ROC

ii) as on a date two years prior to SEBI/ROC filing

iii) ten days prior to SEBI/ROC filing(SEBI is at the time of DRHP/ draft Prospectus filing and has to be updated to RoC at the time of filing of the RHP / Prospectus with the RoC)

j. Details of all "buy-back" and "stand-by" and similar arrangements for purchase of securities by promoters and directors.

k. Shareholding pattern of the promoter group. (Format attached)

l. Details of shares held by the Promoters stating the following: (Formats attached )

i) no. of shares held / face valueii) % of share capitaliii) date of allotmentiv) date on which made fully paid upv) mode of acquisitionvi) issue pricevii) consideration for which acquiredviii) details of any existing lock-in prescribed

ix) List of persons who constitute the Promoter Group and their individual shareholdings

m. Capital built-up, lock-in and shareholding pattern. (Format attached)

n. If the present promoters (whether corporate or individual) have acquired the controlling interest, state details such as date of acquisition, terms of acquisition, consideration and compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as applicable

o. Shareholding pattern before and after the public issue (Format attached)

p. Register of members, Stock ledgers, other stock records (latest records from the depository) and other records of stock issuances.

q. Details such as the name of the pledgee, facilities availed and terms and conditions of the pledge in case the locked in shares are pledged– Notes to Capital Structure

r. Details of bridge loans - Notes to Capital Structures. Details of options granted or shares issued under any

scheme of employee stock option or employee stock purchase scheme

10 CAPITAL MARKETS HISTORY

Particulars in regard to the Company and other listed companies under the same management with made any capital issues during the last three years giving the name of the company, date of issue, type of issue, amount of the issue, date of closure of the issue, number of times over-subscribed, date of completion of dispatch of share certificates and refund orders and Promises Vs. Performance, along with the reasons for any differences therein, if any.

n)i) Copies of Offer Document of all past issues of Company (Public, Rights, Private Placement of Equity, Debt, Preference Shares or any other instrument)

o)ii) Copies of Offer Document of all past issues of Group Companies (Public, Rights, Private Placement of Equity, Debt, Preference Shares or any other instrument)

p)iii) Basis of Allotment duly approved by Stock Exchanges for the public and rights issues mentioned in (a) and (b) above.

iv) Promise v/s Performance – Last one issue of group/associate companies giving details of objects to issue, whether objects to issue were met, shortfall in projections. Shortfall needs to be quantified.

11 STOCK MARKET DATAq) i) High, Low and Average Market Prices of

the shares of the Company for during the preceding three years.

r) ii) Monthly high and low prices for the six months prior to date of filing the draft Prospectus with SEBI. - to be updated at the time of filing with ROC/SE.

s) iii) No. of shares traded on the days when the high and low prices were recorded at the relevant Stock Exchange.

t) iv) If there has been a change in the capital structure during this period, the aforesaid details should be given separately prior to the change in the capital structure and after.

u) v) Market Price immediately after the date on which the Board resolution for approving the Issue was passed.

v) vi) Volume of securities traded in each month during the six months proceeding the date on which the Issue opens for subscription.

12 REDRESSAL OF INVESTOR GRIEVANCEa. Disclose mechanism evolved by the company for investor

grievanceb. Disclosure of time taken in resolving grievance and number

of outstanding grievancec. Disclose the above for listed companies under same

management u/s 370(1B) with in 3 years of filing to RoC

13 GROUP COMPANIES/ASSOCIATE COMPANIESThis section refers to all group companies, All Ventures/ firm/ companies promoted by the Promoters (except where the Promoter is Government of India) and the Company (sole proprietorship, firms, private companies, limited companies and listed companies).

a. A list of Group Concerns/ Associate Companies along with the names of the Banks/ Institutions with whom they are enjoying or availed of any facilities, duly certified by the Management

b. The following details are required to be given in respect to all the Group Companies/ Associate Companies (Format attached)

ii)i) Name of the Enterprisei)ii) Nature of Activitiesii)iii) Date of Incorporationiii)iv) Equity Capitaliv)v) Reserves (excluding revaluation reserves,

Misc exp not written off, debit balance in Profit and Loss Account))

v)vi) Net Worthvi)vii) Salesvii)viii) Profit after tax (PAT) viii)ix) Earnings per share (EPS) (PAT after

Preference Dividend/Weighted no. of equity shares outstanding during the year)

ix)x) Net Asset Value (NAV) (Networth/ No. of outstanding equity shares at the end of the year)

x)xi) Return on Net Worth (RONW) (PAT after Preference Dividend/ Net worth)

xi)xii) Type (Sole proprietorship, Firm, Listed Co. etc.)

xii)xiii) Business undertakenxiii)xiv) % Stake of Promoter in the Company &

shareholding patternxiv)xv) Interest / Business Interest or transactions

with the Companyxv)xvi) The composition of the Board of Directors

c. MoA, AoA and Audited Annual Reports of Group / Associate Companies for the last three years

d. For listed group/associate companies Highest and Lowest market price of shares during the preceding six months (prior to filing with ROC) with details regarding change in capital structure, Market Value as on ROC date

e. If any of the Group/Associate Companies have made a Public/Rights Issue in the preceding three years

i. i) issue pricei) ii) current market priceii) iii) particulars of changes in capital structure

since the date of the Issue

iii) iv) Comparison of cost and progress of implementation with the estimates made in the earlier Prospectus

f. Adverse factors relating to the Company, if applicable:iv) i) whether the Company has become a sick

Companyv) ii) whether the Company has made a loss in the

immediately preceding yearvi) iii) whether it is a BIFR Company or is winding up or

has a negative net worth

g. Details of sales and purchase between Companies in the Promoter Group, when the value of such sales or purchases exceed 10% of the total sales and purchases of the Issuer. Particulars of material items of income and expenditure arising out of transactions in the Promoter Group

h. Write-up on companies which the promoters have disassociated with in the last three years along with the reasons and terms of the disassociation.

i. Details of any actual or potential conflict of interest with the Issuer Company to be given along with the reason and justification for common pursuit.

j. Details of related business transactions within the group along with the significance of such transactions on the financial performance of the companies.

k. Stock market data, from a credible source such as BSE, NSE or other official sources: Highest and lowest market price during the preceding 6 months, current market price and current market capitalization

l. Offer documents such as prospectus/letter of offer giving details of all issues made by the group companies in the last three years:

Year of issue, type of issue (rights/ IPO/ follow-on offer), issue amount, date of closure of issue, date of completion of dispatch of delivery of security certificates, issue price of the security, object of the issue, rate of dividend paid in the year the issue was made, date of completion of the project (where the object was financing of a project)

Promise (as made in offer documents of all earlier issues) versus performance (actual), cost and progress of implementation in comparison to what was stated in the respective prospectus. Indicate whether all the objects mentioned in the respective offer Documents were met and whether all projections made in the offer documents were achieved.(this is with respect to the last one issue)

Investor complaint redressal systems: Details of system set up and investor complaints pertaining to these issues and that are yet pending.

14 GENERAL

a. No. of permanent and regular employees of the Company for whom the reservation is proposed to be made, if any.

b. Full details of remuneration to MD and whole time directors along with certified copies of contracts and resolutions passed for the same. Copy of ESOPs scheme giving details of options granted, vested and names of key employees and directors who are beneficiaries of the scheme.

c. Power of Attorney executed by the directors in favour of the Company Secretary or another person for signing and making changes to the offer document for ROC filing.

d. Brief write up on the History and Present business of the Company

e. Details of existing manufacturing set up, location of facilities, production and capacity utilization, infrastructure, raw materials and finished goods.

f. Details of the credit ratings received by the company for the last three years

g. Human resource policies and programs - Details of the recruitment strategy, training programs and retention strategy

h. Dividend policy of the Companyi. Industry regulations, if anyj. Details of quality certifications obtained by the Companyk. Brief write up on the future outlook of the business of the

Company

15 UNDERTAKINGS

a. Appointment of Compliance Officerb. Certificate of no material developmentsc. No litigations certificate of Issuer Companyd. No litigations certificates from group companies, etc.e. No litigations certificates from Directors/ Company

Secretaryf. Certificate regarding Capital Structureg. Certificate regarding revaluation of Assetsh. Certificate regarding Directors compensation etc.i. Certificate regarding Group Companiesj. Registration details of intermediariesk. Legal Advisors clearance certificatel. Legal advisors certificate for approvals in respect of the

issuem. Undertaking regarding minimum subscription, listing and

dispatch of share certificates/letters of allotment/refund orders etc.

n. Standard undertaking forming a part of Prospectuso. Undertaking by the Board of directors regarding utilization

of issue proceedsp. Undertakings for the statements made in the Prospectusq. Undertaking for the purchase of property. r. Certificate for group companies s. Undertaking regarding past duest. Certificate for interest of Directors (by each of the directors)u. Certificate for interest of Directors (by the managing

director) v. Undertaking from each of the Directors for securities related

businessw. Declaration by the Directors for other directorshipsx. Declaration by promoters for other interestsy. Declaration by Company Secretary for eligibility to enter the

Capital Markets(All formats enclosed)

16 CONSENTS AND APPOINTMENT LETTERS a. Appointment letters for all intermediaries

vii) i) Lead Managersviii) ii) Co-Managersix) iii) Company Secretary & Compliance Officerx) iv) Registrars

xi) v) Legal Advisorsxii) vi) Auditorsxiii) vii) Bankers to the Issue

b. Consents from all the intermediariesxiv) i) Lead Managersxv) ii) Co-Managersxvi) iii) Company Secretaryxvii)iv) Registrarsxviii)v) Legal Advisorsxix) vi) Auditorsxx) vii) Bankers to the Issuexxi) viii) Bankers to the Company

(Formats attached)

c. Memorandum of Understanding entered into between the Company and intermediaries, wherever applicable.MOU to be entered into with KISL for Book Built Issues (Format attached)MOU to be entered into with KISL for Fixed Price Issues (Format attached)

d. The following details are required from all lead managers, co-managers, advisors, auditors of the company, legal advisors, registrars to the company, bankers to the company, escrow bankers and bankers to the issue:

A NameB AddressC Telephone numberD Fax number E E-mailF Copy of the SEBI registration

certificateG Consent for their name to be

included in the offer documentH SEBI registration declaration2.

Name, address, telephone number, fax number and e-mail of the compliance officer

3.

Resolution appointing the compliance officer

3 (a)

Format for Resolution u/s 81 (1A) of the Companies Act.

RESOLVED THAT subject to the provisions of Section 81(1A) of the Companies Act, 1956 (including any amendment to or re-enactment thereof) and other applicable provisions, if any, and in accordance with the provisions of the Memorandum and Articles of Association of the Company and applicable regulations and guidelines of the Securities and Exchange Board of India (“SEBI”) , and subject to such approvals, consents, permissions and sanctions as may be necessary from SEBI, the stock exchanges, the Reserve Bank of India and all other appropriate statutory, governmental and other authorities and departments in this regard and subject to such conditions and modifications as may be prescribed by the respective statutory, governmental and other authorities and departments while granting such approvals, sanctions, consents and permissions, the Board of Directors of the Company be and are hereby authorised to issue up to [] Equity Shares of Rs. [] each for cash at such premium in accordance with the book building process prescribed by SEBI aggregating to Rs. [] in face value to individuals, companies, banks, financial institutions, employees, QIBs, NRIs, FIIs and other persons, whether resident in India or otherwise and whether they are members or promoters of the Company, as may be decided by the Board of Directors in consultation with its merchant bankers.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized in its discretion to accept such conditions and modifications as may be prescribed by SEBI or RBI or any other authority while according consent or sanction to the proposed issue of the said equity shares including variation, if any, in the proposed amount of premium and take such consequential action thereon, including the authority to revise/adjust the value/quantum of equity shares reserved for any category or any portion thereof in such manner as may be beneficial to the Company in the event of such variation being considered expedient.

RESOLVED FURTHER THAT the Board be and is hereby authorised to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of the equity shares and the utilisation of the issue proceeds as it may deem fit and to give such directions and/or instructions as it may from time to time decide and to accept and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions, including the premium to be charged on the shares, to vary the size of the issue,

appoint lead managers, banks or other authorities or agencies concerned or as the Board may suo moto decide in its absolute discretion in the best interests of the Company without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution and to do all such acts, deeds, matters to do things whatsoever, including settle any question, doubt or difficulty that may arise with regard to or in relation to raising of resources as authorised herein, and that all or any of the powers conferred on the Board vide this resolution may exercised by the Board.

RESOLVED FURTHER THAT the new equity shares arising out of this issue shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate to a committee of directors or any director or the Managing Director all or any of its powers or authorities or discretion vested in it in terms of this resolution as permitted in law.

RESOLVED FURTHER THAT [], Company Secretary and Head – Legal of the Company be and is hereby authorised to do all acts, deeds and things as may be necessary to give effect to the above resolutions.

For ___________

Dated:

3 (i)

Board Resolution by Offeror in an Offer for Sale

Certified True Copy of Resolution passed at the [] Board Meeting of (name of Offeror Company) held on [] at the Registered Office of the Company.

Sale of Shares of (name of the issuer company)

The Chairman stated that a recommendation has been made by [] of the Company to divest up to [] fully paid up equity shares in (name of the issuer company). The Chairman stated that the sale will coincide with the initial public offer to be made by (name of the issuer company). It is also proposed that Mr. [], a Director of the Company and also a nominee director on the Board of (name of the issuer company) required to be authorised to take such steps as may be required by Merchant Bankers, Stock Exchanges and other Regulators.

After discussions

"IT WAS RESOLVED THAT the Company do divest up to [] (in words [] ) fully paid up equity shares of Rs. []/- each in (name of the issuer company) at the price at which (name of the issuer company) proposes to make a public issue".

"FURTHER RESOLVED THAT Mr. [], a Director of the Company and failing him Mr. [],[] of the Company, be and is hereby authorised jointly and severally authorised to:

1. To represent the Company before any government or other authorities including Securities and Exchange Board of India, Recognised Stock Exchanges, etc.

2. To negotiate with the Merchant Bankers to the Issue3. To represent before / negotiate with (name of the issuer company)4. To sign necessary documents / declarations that may be needed in

connection with the divestment5. To receive the proceeds of sale and issue receipt, execute transfer

deeds in connection with the sale of shares6. To do all acts, things and deeds that may be necessary to give

effect to this resolution.

For (name of the offeror)

Company Secretary

PlaceDate

Board Resolution by the issuer company authorising the offer for sale

RESOLVED THAT in accordance with the authorizations received from (insert names of selling shareholders) (“Offerors”), being the selling shareholders of the Company and subject to the consent of the Government of India, the Reserve Bank of India, SEBI and all other appropriate statutory and governmental authorities and departments and such other approvals, permissions and sanctions as may be necessary, including the approval of the long term lenders of the Company, and subject to such conditions or modifications as may be prescribed by any of them in granting any such approvals, permissions and sanctions and which may be agreed to by the Board and in accordance with the guidelines and other applicable SEBI regulations and guidelines, the Board approves the offer for sale (under the prospectus for the initial public offer of the Company) in respect of [] equity shares of Rs. []/- (Rupees []) each to be offered for sale by the Offerors (the “Offer for Sale”), to such person or persons, as the Board may, in its sole discretion decide, including one or more of the Company’s members, promoters, and employees, Indian financial institutions, mutual funds, foreign institutional investors, non-resident Indians or persons of Indian origin, overseas corporate bodies in accordance with the applicable SEBI guidelines, etc. on such terms and conditions as the Board may, in consultation with its advisers deem fit, including the numbers of equity shares to be issued, the price at which such shares will be issued (whether for cash or other consideration either at par or at premium, or), the manner, including through the book building route, as may be determined by the Board in consultation with the advisers appointed in this regard, and time of such issue or issues.”

“RESOLVED FURTHER THAT Mr. [], Company Secretary of the Company be and is hereby authorized to do all acts, deeds and things as may be necessary to give effect to the above resolution.

3 (k)

Power of Attorney for signing the offer document

(Rs 100 Non Judicial Stamp Paper)

KNOW ALL MEN by these presents that I Mr.……………………….Son of …….. aged ……… years residing at …………………………………………….. Indian inhabitant hereby nominate, constitute and appoint Mr.……………………….., residing at……………………………………………………… Indian inhabitant to be my true and lawful Attorneys or Attorney in fact and at Law in India for me and in my name and on behalf to do, execute and perform all or any of the following acts, deeds, matters and things.1. To approve and/or sign on my behalf as Director the Offer

Document and any other document or paper in connection with the proposed public issue of _______ equity shares of _______ (hereinafter referred to as “the Company”) incorporated and registered under the Companies Act, 19__ and having its registered office at ______________________________________.

2. To effect and/or carry out such alterations, additions, deletions, omissions, variations, amendments or corrections in the Offer Document to be issued by the Company as may be necessary or required under the provisions of the Companies Act, 1956, the Securities and Exchange Board of India (SEBI) Guidelines and all other applicable rules, regulations, statutes, guidelines, circulars, clarifications or as required or suggested by the Stock Exchanges, SEBI or any other regulatory authority or as my Attorney may deem fit.

3. To file the Offer Document of the Company with SEBI and the Stock Exchanges and to do all other acts, deeds, matters and things that may be deemed necessary, proper and expedient.

4. Generally to execute, sign deliver, perfect, do and perform all such other instruments, acts, deeds, maters and things in relation to the premises aforesaid as fully and effectually in all respects as I myself could do by law if personally present.

5. To consider in doing any of the acts, deeds, matters and things herein above mentioned in conjunction with any other person or persons concerned with or interested in the premises.

6. I do hereby ratify and confirm and covenant for myself and my legal representative to ratify and confirm all and whatsoever the said Attorney shall lawfully do or cause to be done in or about the premises by virtue of these presents.

AND I do hereby declare that the fact of my doing or performing at any time hereafter all or any of the aforesaid acts, deeds, matters or

things shall not be deemed to revoke, cancel or otherwise prejudice any of the powers or authorities conferred by these presents.IN WITNESS WHEREOF, I hereunto set my hand and seal this…….day …………………….of ………………………SIGNED, SEALED AND DELIVERED BYTHE ABOVE NAMEIn the presence of1.2.To be signed by Notary also.

3 (l)

Power of attorney to be executed by offerors in an offer for sale

POWER OF ATTORNEY

BY THIS Power of Attorney, we [], a Company incorporated and registered under the provisions of the Companies Act 1956 having our registered office at [] and represented by [] do state as follows:

WHEREAS [] is a shareholder of [], a Company incorporated and registered under the provisions of the Companies Act 1956 and having its registered office at [] (the Company).

WHEREAS [] intends to disinvest through a public offer for sale of not more than [] ([]) equity shares held by it in the Company in conjunction with a public issue by the Company.

NOW BY THIS POWER OF ATTORNEY, we [] do hereby nominate, constitute and appoint [] a company incorporated and registered under the provisions of the Companies Act 1956 and having its registered office at [], to be our true and lawful Attorney for and our behalf to [] or execute and perform all or any of the following deeds, matters and things:

1. To sign as our constituted Attorney the draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus to be issued by [] (the Company) in connection with the Public Issue of equity shares and the offer for sale of equity shares by existing members (jointly referred as the Offer); to have the Red Herring Prospectus and the Prospectus of the Company when issued, duly fixed with the Registrar of Companies, [] or [] as may be required by the Companies Act and other related Acts and to do all other acts, deeds, matters and

2. To nominate and/or appoint Lead Managers, Registrars, Underwriters, Advisors and all other intermediaries in connection with the Offer.

3. To liaison with, make submissions, declarations, statements and clarifications to SEBI and all other statutory or appropriate authorities in connection with the Offer.

4. To make such declarations and such statements (including but not limited to the offer price) in the Offer Document to the Offer Price as may be required under the guidelines prescribed by any statutory or appropriate authority from time to time.

5. To effect and/or carry out such alterations, additions, omissions, variations, amendments or corrections in the draft Red Herring Prospectus, the Red Herring Prospectus and / or the Prospectus to be issued by the Company as may be necessary or required by SEBI and / or the Registrar of Companies under the provisions of the Companies Act, 1956 or by any other statutory authority or as our Attorney may deem fit.

6. To apply for splitting and/or consolidation of share certificates, to execute, sign, deliver, perfect transfer deeds, share certificates and any other documents in connection with the Offer, to receive consideration for the shares and give effective receipts for the same.

7. And generally to execute, sign, deliver, perfect, do and perform all such other instruments, acts, deeds, matters and things in relation to the premises aforesaid as fully and effectually in all respects as we ourselves could do by law if personally present.

8. To agree on the Offer price for the Public Offer, as decided by the Committee of Directors of the Company.

9. To consider in doing any of the instruments, acts, deeds, matters and things herein before mentioned in conjunction with any other person or persons concerned with or interested in the premises.

10. To collect any letter/certificate if any from the Registrar of Companies, [] or any other statutory authority approving the draft Red Herring Prospectus, the Red Herring Prospectus and / or the Prospectus.

11. Generally to act as our Attorney in relation to the matters aforesaid, and on our behalf to execute and do all deeds acts or things as fully and effectually in all respects as we could do if personally present.

12. Our Attorney is authorised to perform all or any one or more of the above act deeds or things through its Managing Director, Directors, Company Secretary, or any other representative.

AND we do hereby declare that the fact of our doing or performing anything or time hereinafter all or any of the aforesaid acts, deeds, matters or things shall not be deemed to revoke, cancel or otherwise prejudice any of the powers or [] conferred by these presents AND we do hereby [] and confirm and covenant for ourselves and our legal representatives all and whatsoever the said Attorney shall lawfully do or cause to be done in or about the premises by virtue of these presents.

IN WITNESS WHEREOF WE HAVE HEREUNTO SET OUR HAND AND SEAL AT [] THIS [] DAY [] 2005. SIGNED AND DELIVERED BY THE ABOVE NAMED IN THE PRESENCE OF

4.a /4.b

Details of Directors

(To be submitted on the individual letterhead)

Name: Father’s Name:Address:Age:Qualification:Experience:UIN (MAPIN) No.:Voter ID No.:Driving License No.:Passport No.:Bank Account Details:Occupation:

Brief write-up on the Track Record: The following is an indicative list of points that could be included. The list is not exhaustive.

a) Career graph of the directors i.e Experience in the existing Industry.

b) Positions/ Posts held in the pastc) Special Achievementsd) Positions of repute held (Industry Associations, Govt. agencies

etc.)e) Awards won.f) Details of other Directorships held (in India and abroad).g) Number of shares held including details on qualification shares

held

We undertake that above are true and correct and we will notify to BRLMs of any change taking place subsequently.

(Please attach back ups/ supporting documents for each of the above, wherever possible).

(Director of the Issuer Company)

[]

Details of Promoters(On the Letterhead of each Promoter)

1. In case of a Promoter who is an individual

Name: Father’s Name:Address:Age:Qualification:Experience:UIN (MAPIN) No.:Voter ID No.:Driving License No.:PAN No.:Bank Account Nos.:Passport No. Occupation:

(Please furnish a recent Photograph, copies of PAN Card, Bank Pass Book, Passport, Driving Licence, Voter ID, UIN Mapin card)

2. In case of a promoter who is a companya)Name of the Company:Registered Office:MAPIN No.:PAN No.:Bank Account Nos.:Company Registration No.:Address of ROC where Promoter is registered:

(Please furnish copies of PAN Card, Bank Pass Book, UIN Mapin card)

Further, the following information is required.

1 History of your Company2 Business of your Company3 Date of incorporation4 Date of commencement of business5 Address of the Registered Office6 Address of Corporate office7 List of Directors of your Company8 List of Promoters of your Company9 Shareholding pattern of your company10 Audited Annual Reports for the last 3 years

11 Whether your company has become a BIFR company or is under winding up or has negative networth

12 If your company is listed

Highest and lowest market price during the preceding 6 months, current market price and current market capitalization

In case of your company has made a rights or a public issue, the following details regarding the last issue: type of issue, issue amount, date of opening and closure of issue, date of completion of dispatch of delivery of security certificates, issue price of the security, object of the issue, rate of dividend paid, date of completion of the project, where the object was financing of a project and particulars of changes in the capital structure.

Shortfall in performance vis-à-vis promise of all issues made by your company in the past 5 years or if no issue was made in the past 5 years, in the past one issue. State whether all projections in the previous offer documents were achieved. Whether all the objects mentioned in the respective offer documents have been met. Comparison of the cost and the schedule of implementation of projects to that mentioned in the offer documents.

Copy of the Offer Document (s) for the issues covered above

Details of investor complaints, which have been received, resolved and which are pending resolution

Investor grievance redressal system including the normal time taken to redress various types of investor complaints

13 Details of any change in management of your company (if any) together with the applicability of the Clause 40A/40B of the listing agreement / SEBI Takeover Code.

14 Whether your company is in securities related business. If yes, the following details to be given.

1 Registration Number2 If Registration has expired, reasons for non-renewal3 Details of any enquiry/investigation conducted by SEBI at any

time4 Penalty imposed by SEBI (Penalty includes deficiency/warning

letter, adjudication proceedings, suspension/cancellation/prohibitory orders)

5 Outstanding fees payable to SEBI by the entity, if any

15 In case you have acquired controlling interest in <Issuer Company>, state details such as date of acquisition, terms of acquisition, terms of acquisition, consideration and compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

16 Whether listing of any of the securities issued by your company has ever been refused by any of the Stock Exchanges, in India or abroad.

17 Whether you have any other interest <issuer company>. Details, if applicable

18 Confirmation that your company, its directors, promoters and persons in control have not been prohibited from accessing the capital market under any order or direction passed by SEBI.

19 Your cost of acquisition of <Issuer Company> shares if applicable. Please give details of each transaction specifying the date of acquisition, no. of shares acquired and the cost per share.

20 Details of transactions in the shares of <Issuer Company> by your company in the last six months if any, vizTransfererTransfereeNo. of sharesMax and Min price of the transaction’Date

21 List of group companies and ventures of your company – to include all private companies, listed companies, firms, sole proprietorships, limited companies, etc., irrespective of whether they are under the same management as per Section 370 (1B) of the Companies Act. In addition, details of companies falling in any of the following categories.Where any application was made to Registrar of Companies for striking off the names of any of the ventures promoted by your company and specific reasons for them remaining defunct.Whether any of the ventures promoted by your company has become a BIFR company or is under winding up or has negative net worth if you have disassociated with any firm in the last 3 years then the reasons for the disassociation together with the terms of such disassociation.For all the companies listed under this head, information as per the next section to be provided.

22 Details of any violations of securities laws by or imposition of penalties by SEBI on your company.

For (Name of the certifying entity)

Managing Director

Information Requirement For Each Company In The Promoter Group

1 Date of incorporation2 Date of commencement of Business3 Address of the Registered Office4 Shareholding pattern5 History of the Promoter Group Company6 Brief write-up on the business of the Promoter Group

company and activities undertaken7 Board of Directors8 Annual reports for the last 3 years9 Whether the Promoter Group Company has become a BIFR

company or is under winding up or has negative networth10 If the promoter group is listed’

Highest and lowest market price during the preceding 6 months, current market price and current market capitalization

In case the Promoter Group Company has made a rights or a public issue, the following details regarding the last issue: type of issue, issue amount, date of opening and closure of issue, date of completion of dispatch of delivery of security certificates, issue price of the security, object of the issue, rate of dividend paid, date of completion of the project, where the object was financing of a project and particulars of changes in the capital structure. Please enclose a copy of the Offer Document(s)

Shortfall in performance vis-à-vis promise of all issues made by the Promoter Group Company in the past 5 years or if no issue was made in the past 5 years, in the past one issue. State whether all projections in the previous offer documents were achieved. Whether all the objects mentioned in the respective offer documents have been met. Comparison of the cost and the schedule of implementation of projects to that mentioned in the offer documents.

Details of investor complaints, which have been received, resolved and which are pending resolution.

Investor grievance redressal system including the normal time taken to redress various types of investor complaints.

11 Whether the Promoter Group company is engaged in securities related business. If yes, kindly provide the following details.

1. Registration Number2. If Registration has expired, reasons for non-renewal3. Details of any enquiry/investigation conducted by SEBI at any

time4. Penalty imposed by SEBI (Penalty includes deficiency/warning

letter, adjudication proceedings, suspension/cancellation / prohibitory orders)

5. Outstanding fees payable to SEBI by the entity, if any

12 Confirmation that the Promoter Group Company, has not been prohibited from accessing the capital market under any order or direction passed by SEBI.

13 Whether listing of any of the securities issued by the Promoter Group Company has ever been refused by any stock exchanges, in India or abroad.

14 Cost of acquisition of <Issuer Company> shares if applicable. Please give details of each transaction specifying the no. of shares acquired and the cost per share.

15 Details of any violations of securities laws by the Promoter Group Company or penalties by SEBI on your company or any other ventures of your company.

For (name of the certifying entity)

Managing Director

4.cBio Data of Key Managerial Personnel

(To be submitted on the individual Letterhead)

(To be signed by the respective employee)

Name: Father’s Name:Age:Qualification: (Also indicate name of university and year of passing)Experience: (Total Experience, Experience with the issuer Company, Experience in the proposed line of activity of the issuer) in number of years.Date of joining the Company:Number of shares of the issuer company presently held:Gross Annual Salary:

Brief write-up on the Track Record: The following is an indicative list of points that could be included. The list is not exhaustive.

a) Experience in the existing Industry.b) Experience in the Industry pertaining to proposed venture.c) Positions of repute held.d) Awards won.e) Present responsibilities in the Company. Reporting structure

(immediate superior and subordinates)

(Please attach back ups/ supporting documents for each of the above, wherever possible).

4. (f)

Board Of Directors And Management Of The Company

BOARD OF DIRECTORS OF THE COMPANY (To be signed by the Company Secretary)The details of the Board of Directors of the Company is as given in the following table.(As on a recent date)Name, residential address, designation, Qualification & occupation

Age Appointment in the Company and the date of expiration of the current term of office

Other Directorships

Mr. (S/o) Chairman & Managing DirectorAddress: Occupation:

Mr. (S/o) Wholetime Director Address: Occupation:

Mr. (S/o)Director Address:Occupation:

Changes in Board of Directors in last three years

(To be signed by the Company Secretary)

Name of Director Date of Appointment/ Resignation

Reason for Change

4. (g)

Key Management Personnel


Name Designation & Functional area

Qualification

Experience (years)

Gross Remuneration

Date of appointment

Details of Previous employment

Details of Bonus or Profit sharing Plan to key managerial personnel:

We also certify that all the persons whose name appear as key management personnel are on permanent rolls of the Company and are not employed by any of our Group Concerns. Further, none of the key personnel mentioned above are related to the promoters/directors of the Company. None of the above have been selected pursuant to any arrangement/understanding with major shareholders/customers/suppliers.

Shareholding of the Key Management Personnel

Date` Name of Key Managerial Personnel

No. of shares

4. (j)Changes in Key Employee positions in last three years.


Name of Employee

Date of Appointment/ Resignation

Designation Reason for Change

Note: For employees recognized as part of Key Management personnel, any changes (appointments/resignations) in the positions held by them should be indicated here.

We shall immediately intimate the BRLM of any changes, additions or deletions in respect of the matters covered in this certificate till the date when the equity shares of [name of the issuer company] are traded on the stock exchanges.

Yours faithfullyFor (name of issuer company)

Company Secretary

5.a

Cost Of Project And Means Of Finance

(To be signed by CFO/ Director Finance)

Activity-wise break-up of the cost*

Particulars Amount (Rs. in lacs)

Total cost of the Activities

* If more than one activity is proposed to be undertakenCost of Project (For each activity separately)


Total cost

Means of Finance


Public IssueTerm LoansInternal AccrualsTotal

Note: 1. Indicate whether Project has been appraised and funded by a Bank

or a Financial Institution2. If yes, name and Address of the Institution: 3. If no, basis of Cost estimation (whether orders placed, quotations

obtained) and copies of each of the major items of the Cost of Project. Please refer to Tables giving details)

5 (f)

Imported Machinery

Sr. No.

Description of the machinery

Suppliers

Dt. Of placing Order

Dt of expected Delivery

Nos

Cost in USD

Equivalent Cost (Rs. in lacs)

Total Landed Cost (Rs Lacs)

* Assuming 1 USD = ----- INR

Indicate whether any Government approvals required to be obtained for importing the equipments mentioned above. Give details of customs duty, other levies, freight, insurance cost and transportation costs to the project site to arrive at the ‘Total Landed Cost’ mentioned in the above table, if the same is not included in the cost as indicated in the quotations/ orders placed.

Indigenous Machinery

Sr. No.

Description of the machinery

Suppliers

Dt. Of placing Order

Dt of expected Delivery

Nos Total Landed Cost (Rs Lacs)

Indicate whether any Government approvals required to be obtained for importing the equipments mentioned above. Give details of customs duty, other levies, freight, insurance cost and transportation costs to the project site to arrive at the ‘Total Landed Cost’ mentioned in the above table, if the same is not included in the cost as indicated in the quotations/ orders placed.

Note: Similar information to be provided for Miscellaneous Fixed Assets and Utilities. If the Company proposes to undertake more than one activity for which it is raising funds, separate tables for each activity should be given.

5.e. (i)

% of completion achieved on a recent date

(To be given by the Project Architects/ Civil Engineers if already appointed, otherwise by the Company)

Activity Commencement

% Completion

Acquisition of LandDevelopment of site

Overall project (Overall completion %)

5.e. (ii)

Schedule of Implementation

(To be given by the Project Architects/ Civil Engineers if already appointed, otherwise by the Company)

Activity Commencement

Completion Remarks


5.e. (iii)

Quarter wise schedule of deployment of funds:

(To be signed by CFO/ Director Finance)

(Furnish the schedule of deployment of funds for all the quarters till the end of the project).

Activity Cost of the

Activity

Quarter

Quarter 1 Quarter 2 Quarter 3 Quarter 4


Entire Project

8.0

Management Discussion and Analysis of the Financial Conditions and Results of Operations (To be signed by CFO/ Director Finance)

Financial year ended () compared to the financial year ended ()COMPARATIVE ANALYSIS OF FINANCIAL CONDITIONS & RESULTS OF OPERATIONS (Rs. in lacs)PARTICULARS 2002-03 2003-04 2004-05Sales & EarningsSalesOther IncomeTotal Income

Profit Before TaxesProvision for TaxesProfit After Taxes

Equity DividendRetained Earnings for the year

AssetsGross Block (Including Capital WIP)Net BlockTotal Net Assets

LiabilitiesRepresented ByShare CapitalReserves & SurplusTotal Net WorthLoan Funds

Total Funds

Other HighlightsForeign Exchange Earnings(Including Deemed Exports &Sales through Export Houses)Foreign Exchange Outgo

Installed Capacity & ProductionInstalled Capacity (M.T. p.a.)Production (M.T.)

Management discussion A general commentary on the financial performance of above two years in opinion of the management. It could include discussion on sales comparison, margins, profits etc. for the above two years. It could also include any other relevant discussion in the opinion of the management. The following can be used as an indicative framework for discussion.

a) Net worth addition, Capital issues.b) Capacity addition, capacity utilization, Production.c) Special R& D efforts, Technological collaborations, new

investments.d) Any special assets or machinery added.e) Any major/prestigious orders bagged.f) Any extraordinary expenditure incurred.g) Dividend paid.h) Any major loans taken.i) Interest and depreciation burden.

(SIMILAR EXERCISE TO BE REPEATED FOR EARLIER YEARS)

Comments on the following (mandatory)

Unusual or infrequent events or transaction;

Significant economic changes that materially affected or (are likely to effect income from continuing operations;

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations;

Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known;

The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices;

Total turnover of each major industry segment in which the company operated

Status of any publicly announced new products or business segment;

The extent to which business is seasonal;

Any significant dependence on a single or few suppliers or customers;

Competitive conditions.



Managing Director9. (i)Shareholding Pattern (Top Ten Shareholders)

(To be signed by Company Secretary and submitted thrice. First time at the time of commencement of due diligence, then at the time of SEBI filing and finally one day before ROC filing) Top ten Shareholders

a) As on date of filing the Draft Prospectus with the SEBI/RoCSr. Name No. of shares %

No. held shareholding12345678910

b) 10 days prior to the date of filing with the SEBI/ROC

Sr. No.

Name No. of shares held

% shareholding

12345678910

c) 2 years prior to the date of filing with the SEBI/RoC

Sr. No.


% shareholding

12345678910

9 (l)

Shareholding of the Promoter Group

(To be signed by the Promoters/ CMD/MD)

The promoter group holds entire pre-issue capital as indicated in the table below.


% shareholding

1. Promoters (See Definition of Promoter below)

2. Promoter Group (See Definition of Promoter Group below)

Total 100.00%

Note: Promoter and Promoter Group: The term 'promoter' shall include - (a) the person or persons who are in over-all control of the company;(b) the person or persons who are instrumental in the formulation of a plan or programme pursuant to which the securities are offered to the public;(c) the persons or persons named in the prospectus as promoters(s).Provided that a director/ officer of the issuer company or person, if they are acting as such merely in their professional capacity shall not be included in the Explanation.Explanation II 'Promoter Group' shall include:(a) the promoter;(b) an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and(c) in case promoter is a company:(i) a subsidiary or holding company of that company;

(ii) any company in which the promoter holds 10% or more of the equity capital or which holds 10% or more of the equity capital of the promoter;(iii) any company in which a group of individuals or companies or combinations thereof who holds 20% or more of the equity capital in that company also holds 20% or more of the equity capital of the issuer company; and(d) in case the promoter is an individual:(i) any company in which 10% or more of the share capital is held by the promoter or an immediate relative of the promoter or a firm or HUF in which the promoter or any one or more of his immediate relative is a member;(ii) any company in which a company specified in (i) above, holds 10% or more, of the share capital;(iii) any HUF or firm in which the aggregate share of the promoter and his immediate relatives is equal to or more than 10% of the total; and(e) all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus under the heading "shareholding of the promoter group".

Explanation III:The Financial Institution, Scheduled Banks, Foreign Institutional Investors (FIIs) and Mutual Funds shall not be deemed to be a promoter or promoter group merely by virtue of the fact that 10% or more of the equity of the issuer company is held by such institution.Provided that the Financial Institutions, Scheduled Banks and Foreign Institutional Investors (FIIs) shall be treated as promoters or promoter group for the subsidiaries or companies promoted by them or for the mutual fund sponsored by them.

9.(m)Lock in for promoters’ contribution

(To be signed by the CMD/ MD)

Date of Allotment/ acquisition

Date when made fully paid-up

Consideration

No. of Shares

Face Value (After Share split)* See Note

Issue Price (Rs.)

% of Post Issue Paid up Capital

Lock in for a period

20% 3 years from the date of allotment in the Public Issue.

Balance Pre IPO Capital

1 year from the date of allotment in the Public Issue.

Total

9 (m)

Details of lock-in for Promoters’ contribution

(For each of the promoters separately)

(To be signed by each Promoter)

Name of the Promoter

Date of Allotment/ acquisition

Date when made fully paid-up

Consideration

No. of Shares

Face Value (After Share split)* See Note

Issue Price (Rs.)

% of Post Issue Paid up Capital

Lock in for a period

Mr. 3 years from the date of allotment in the Public Issue.

Mr. 3 years from the date of allotment in the Public Issue.

9. (m)

Capital Build-up

(To be signed by the Company Secretary)Details of the contribution to the equity share capital of the company are as under:

Date ofAllotment/splitting

Date when fully paid up

No. of Shares

Face Value

Cumulative no. of shares

IssuePrice(Rs.)

Consideration

Remarks/ Allotment

At Incorporation

TotalNote: Enclose copies of Board/ General Meeting resolutions for each entry in the table given above (except first entry) and the Forms filed with ROC

9(o)

Shareholding pattern before and after the Public Issue

(To be signed by CMD/MD/ Company Secretary)

Before Public Issue

After Public Issue

No. of shares

% No. of shares

%

Promoters

Others

Total 100.00%

100.00%

13. bGroup Company/Concern Information

(To be signed by the CMD/MD/Company Secretary of the concerned Company, firm)(Provide this information for each of the Group Company, Partnership firm, proprietorship firm)

Name of the Company:Date of Incorporation:Date of Commencement of Business:Nature of Activity:

Shareholding Pattern (Indicate % interest in case of partnership firm)

Name of the Promoter Group Members

Number of equity shares held

% shareholdi

ng

Financial performance (Rs. in lacs)Particulars For the year ended

March 311998 1999 2000

SalesOther IncomePBIDT PBTPATShare Capital Reserves & SurplusNet WorthEPS (Rs.) Book Value per share (Rs.)Debt Equity Ratio Dividend

9741. The highest and lowest market price of shares during the preceding six months with suitable disclosures for changes in capital structure during the period and the market value on the date of filing the Prospectus with the Registrar of Companies;

9742. If any of the companies has made public or rights issue in the preceding three years, the issue price of the security, the current market price and particulars of changes in the capital structure, if any, since the date of issue and a statement regarding the cost and progress of implementation of the project in comparison with the cost and implementation schedule given in the offer document;

9743. Information regarding adverse factors related to the company and in particular regarding;1. whether the company has become a sick company within

the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 or is under winding up;

2. whether the company has made a loss in the immediately preceding year and if so, the profit or loss figures for the immediately preceding three years.

(Enclose Memorandum and Articles of Association, Balance Sheet for the last three years, Income Tax returns filed by the Company, Offer Documents issued by the Company in the preceding three years, if any and Stock Market data for the last six months).

To

Karvy Investor Services LimitedBanjara Hills

Sub:- Proposed Public-cum-Offer for sale of [*] Limited

In the capacity of Company Secretary I hereby certify that in respect of the aforesaid financial year;

1. The Company has kept and maintained all registers as stated in Annexure `A’ to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure `B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government. Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.

3. The Company being private limited company has the minimum prescribed paid-up capital and its maximum number of members during the said financial year was ________ excluding its present and past employees and the company during the year under scrutiny: (i) has not invited public to subscribe for its shares or debentures; and (i) has not invited or accepted any deposits from persons other than its members, directors or their relatives.

4. The Board of Directors duly met _______times on ________ (dates) in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members, and/or Debenture holders from ______ to _______ and necessary compliance of section 154 of the Act has been made.

6. The Annual General meeting for the financial year ended on _______ was held on ______ after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. _______ extra ordinary meeting(s) was/were held during the financial year after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

8. The Company has advanced loan amounting to Rs._________ to its directors and/or persons or firms or companies referred in the section 295 of the Act after complying with the provisions of the Act.

9. The Company has duly complied with the provisions of section 297 of the Act in respect of contracts specified in that section.

10. The Company has made necessary entries in the register maintained under section 301 of the Act.

11. The Company has obtained necessary approvals from the Board of Directors, members and previous approval of the Central Government pursuant to section 314 of the Act wherever applicable.

12. The Board of Directors or duly constituted Committee of Directors has approved the issue of duplicate share certificates.

13. The Company has : (i) delivered all the certificates on allotment of securities and on lodgement thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act. (ii) deposited the amount of dividend declared including interim dividend in a separate Bank Account on __________which is within five days from the date of declaration of such dividend.(iii) paid/posted warrants for dividends to all the members within a period of 30 (Thirty) days from the date of declaration and that all unclaimed/unpaid dividend has been transferred to Unpaid Dividend Account of the Company with _________Bank on _____________. (iv) transferred the amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund. (v) duly complied with the requirements of section 217 of the Act

14. The Board of Directors of the company is duly constituted and the appointment of directors, additional directors, alternate directors and directors to fill casual vacancies have been duly made.

15. The appointment of Managing Director/ Whole-time Director/Manager has been made in compliance with the provisions of section 269 read with Schedule XIII to the Act and approval of the Central Government has been obtained in respect of appointment of _______________ not being in terms of Schedule XIII.

Standard Documents required for Due DiligencePrivate & Confidential

16. The appointment of sole-selling agents was made in compliance of the provisions of the Act.

17. The Company has obtained all necessary approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act as detailed below:-

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has issued________ shares/debentures/other securities during the financial year and complied with the provisions of the Act.

20. The Company has bought back___________ shares during the financial year ending _______ after complying with the provisions of the Act.

21. The Company has redeemed ________ preference shares/debentures during the year after complying with the provisions of the Act.

22. The Company wherever necessary has kept in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act.

23. The Company has complied with the provisions of sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975 the applicable directions issued by the Reserve Bank of India/ any other authority in respect of deposits accepted including unsecured loans taken, amounting to Rs.________ raised by the company during the year and the company has filed the copy of Advertisement/Statement in lieu of Advertisement/ necessary particulars as required with the Registrar of Companies ________ on __________.The company has also filed return of deposit with the Registrar of Companies/Reserve Bank of India/other authorities.

24. The amount borrowed by the Company from directors, members, public, financial institutions, banks and others during the financial year ending ________ is/are within the borrowing limits of the company and that necessary resolutions as per section 293(1)(d) of the Act have been passed in duly convened annual/extraordinary general meeting.

25. The Company has made loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose

26. The Company has altered the provisions of the memorandum with respect to situation of the company’s registered office from one state to another during the year under scrutiny after complying with the provisions of the Act

Document prepared by Karvy Investor Services Limited 63


27. The Company has altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny and complied with provisions of the Act.

28. The Company has altered the provisions of the memorandum with respect to name of the company during the year under scrutiny and complied with the provisions of the Act.

29. The Company has altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny and complied with the provisions of the Act.

30. The Company has altered its articles of association after obtaining approval of members in the general meeting held on ________ and the amendments to the articles of association have been duly registered with the Registrar of Companies.

31. A list of prosecution initiated against or show cause notices received by the company for alleged offences under the Act and also the fines and penalties or any other punishment imposed on the company in such cases is attached.

32. The Company has received Rs. ________ as security from its employees during the year under certification and the same has been deposited as per provisions of section 417(1) of the Act

33. The Company has deposited both employee’s and employer’s contribution to Provident Fund with prescribed authorities pursuant to section 418 of the Act

Name: Signature

Date: Name of the Company Secretary

Annexure A

Registers as maintained by the Company 1……………………….

u/s-------------

2. …………………… u/s------------- 3……………………… u/s-------------

Annexure B Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March, 20______ .



1.

Form No.-------------------Filed u/s---------------for-----------------------

2.


3.




15. Formats for various undertakings, certificates

Appointment of Compliance Officer by the Company

Date:

To(Name, Office, Address, Office Phone / Fax of Compliance Officer)

Dear Sir

Sub: Appointment as Compliance Officer for the proposed Public Issue / Offer for Sale of ___________ equity shares of Rs.10/- each of (Name of the Issuer Company)

Please be informed that you are appointed as the Compliance Officer and will be in charge of handling all investors' grievances and redressal of complaints, if any, consequent upon the equity shares of (name of Issuer Company) being offered to the public and thereby listed at various stock exchanges.


Managing Director



Certificate of no Material Development after the last

financial statement

On the letterhead of the Issuer Company

Date: To be given at the time of draft filing of Prospectus/letter of Offer

CERTIFICATE

TO WHOMSOEVER IT MAY CONCERN

1. The Directors confirm that there have been no adverse events that have occurred in the last one year which have affected the operations of the _____ (Issuer Company) except as under:

(Insert the details of adverse events)

2. In the opinion of the directors of (name of the Issuer Company) since the date of the last financial statement as at (date of last audited statement in Prospectus/Letter of Offer), there have arisen no circumstances that materially or adversely affect the profitability of the company or the value of its assets or its ability to pay its liabilities with the next 12 months, save and except the following:

(Insert the Material Developments)

3. The Directors declare and confirm that no information/material likely to have a bearing on the decision of investors in respect of shares offered in terms of the Prospectus/Letter of Offer has been suppressed / withheld and/or incorporated in the manner that would amount to mis-statement / mis-representation.

In case of any material/adverse development till the listing of securities offered in the present issue, we note to advise the lead manager immediately.



For and on behalf of the Board of Directors

Managing Director



Issuer Company's certificate for litigations, prosecutions,

defaults, etc.

On the letter head of the issuer company

Date: ________(Draft to be given at the time of due diligence and signed certificate duly updated to be given 2-4 days prior to SEBI filing)


This is to certify that there are no contingent liabilities not provided for, outstanding litigations, proceedings, disputes, non payment of statutory dues including disputed/contested tax liabilities of any nature including government claims, overdues to banks/ financial institutions, defaults including those against banks/ financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares issued by the Company or the companies/firms promoted by the Company, defaults in creation of full security as per terms of issue/ other liabilities, , proceedings initiated for economic/ civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of part 1 of Schedule XIII of the Companies Act, 1956) against [name of the issuer company] save and except the following:

Contingent liabilities not provided:

[Insert list of contingent liabilities which should tally with notes to accounts for the latest accounting period to be included in the offer document - if none say NIL here]

Outstanding litigations:

[Insert details, in descending order of claimed amount/ maximum liability contemplated, of each litigation giving background with date instituted, principal parties, place and court of litigation, charges and allegations, reference number of the case, current status, quantify the claim and other implications against the [give name of the issuer company]. No clubbing of litigations should be done - each litigation should be separately given. State NIL here if there is nothing.]

1 Litigation involving Criminal Offences ________



2. Litigation/Disputes involving Securities Related Offences, including penalties imposed by SEBI or any other securities market regulator in India or abroad _______

3 Litigation involving Statutory and other offences, including penalties imposed by any regulatory authority in India or abroad ______

4 Litigation involving Civil and Economic Offences _______

5 Litigation in relation to labour laws, and employee related cases________

6 Litigation involving revenue authorities (customs/excise/sales tax/income tax/service tax) _____________

7 Litigation involving customers/suppliers/agents ____________________

8 Litigation in the nature of winding up peititions/ liquisation/ bankruptcy / closure filed by / against the company _______________________

9 Other Litigation: _____________ (please specify or state NIL if none)

Non payment of statutory dues or dues to Banks / Institutions:

[Give a list, in descending order, of each such dues separately indicating the amount, date since when the amount is due, reason for non-payment. State NIL here if there is nothing.]

Overdue interest/ principal as on current date:

[Give a list, in descending order, of each overdue/ default separately indicating the name of the lender, amount in default, date since when the default is pending, reason for default and action planned by the Issuer. If any liability has been rolled-over, the same should be given here. State NIL here if there is nothing.]

There have been no defaults and there are no overdues in respect of bonds, debentures and fixed deposits (placed through public or private placement) and arrears in respect of cumulative preference shares or any other liabilities as on current date:

[Give a list, in descending order, of each overdue / default in payment of interest/ redemption for public deposits/public issues of debentures/creation of full security as per terms of issue/non-



creation of debenture redemption reserve/default in payment of penal interest wherever applicable / non-availability / non-maintenance of asset cover, interest cover, debt-service cover / any other liability separately indicating the amount in default, date since when the default is pending, reason for default and action planned by the Issuer. If any liability has been rolled-over, the same should be given here. State NIL here if there is nothing.]

Further, there are no litigations/disputes/penalties or any proceedings known to be contemplated by government authorities except as follows: ____________________

No disciplinary action/investigation has been taken by the Securities and Exchange Board of India (SEBI)/Stock Exchanges against the Company, its Directors, Promoters and their other business ventures (irrespective of the fact whether or not they fall under the purview of Sec 370 (1B) of the Companies Act, 1956. (If there are any cases under this, please furnish the details)

The Company, promoters, directors or any of the Company’s Associates or Group companies or other ventures of the promoters and companies with which the directors of _____ (Issuer Company) are associated as directors or promoters have not been prohibited from accessing the capital markets under any order or direction passed by SEBI and no penalty has been imposed at any time by any of the regulators in India or abroad except as under: _________ (state NIL if none)

The details of penalties imposed by SEBI or any other regulatory body in India or abroad are as follows: _____ (state NIL if none)

Other than those mentioned above, there is no litigation against _____ (name of the issuer company).

We do not owe sum exceeding 1 lacs outstanding for more than 30 days to small scale undertakings or any creditor of ___ (name of issuer company) other than those listed below:

[Give details if any]

We also confirm that there are no litigations against any other company whose outcome could have materially adverse effect on the position of the ___(name of issuer company) other than those listed below:

[Give details if any] We confirm that we shall immediately intimate the BRLM / Lead Manager of any changes, additions or deletions in respect of the



matters covered in this certificate till the date when the equity shares of [name of the issuer company] are traded on the stock exchanges. In the absence of any such communication from our side, the above information should be taken as updated information till the equity shares are traded on the stock exchanges.


Managing Director



Litigation certificate from all group companies, subsidiaries and all ventures and businesses of the promoters and corporate promoters (including those with which promoters were formerly associated during the last 5 years)

On the letter head of the entity (firm/ private company/ limited company/listed company/ partnership / sole proprietorship)

Date: (Draft to be given at the time of due diligence and signed certificate duly updated to be given 2-4 days prior to SEBI filing).


This is to certify that there are no outstanding litigations, proceedings, disputes, defaults, non payment of statutory dues including disputed/contested tax liabilities of any nature including government claims, overdues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares issued by ________ (name of certifying company) or issued by companies /firms promoted by ________ (name of the certifying company), proceedings initiated for economic/civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act, 1956) against _______ (name of the certifying company) except the following :

1. Contingent Liabilities not provided for

(Insert list of contingent liabilities which should tally with notes to accounts for the latest accounting period to be included in the Offer Document – if none, say NIL here).

Outstanding Litigation(Insert details of each litigation, giving background, date instituted, principal parties, place of litigation, charges/allegations, reference number of the case, current status, court/agency before which the proceedings are pending, quantify the claim against the certifying company. No clubbing of litigations should be done – each litigation should be separately given. State NIL here if there is nothing under each head).

2. 1 Litigation involving Criminal Offences(Insert list here giving details mentioned above, or say NIL)



2.2. Litigation/Disputes involving Securities Related Offences(Insert list here giving details mentioned above, or say NIL)

2.3 Litigation involving Statutory and other offences (Insert list here giving details mentioned above, or say NIL)

2.4 Litigation involving Civil and Economic Offences(Insert list here giving details mentioned above, or say NIL)

2.5 Litigation including labour laws, winding up petitions or closure

2.6 Litigation /disputes in overseas jurisdictions

2.7 Others (Please specify)(Insert list here giving details mentioned above, or say NIL)

3 . Non payment of statutory dues or dues to Banks / Institutions:

[Give a list, in descending order, of each such dues separately indicating the amount, date since when the amount is due, reason for non-payment. State NIL here if there is nothing.]

Overdue interest/ principal as on current date:

[Give a list, in descending order, of each overdue/ default separately indicating the name of the lender, amount in default, date since when the default is pending, reason for default and action planned by the Issuer. If any liability has been rolled-over, the same should be given here. State NIL here if there is nothing.]

There have been no rollovers of liability except as under: __________

Our name is not figuring in RBI defaulters list.

There have been no defaults and there are no overdues in respect of bonds, debentures and fixed deposits (placed through public or private placement) and arrears in respect of cumulative preference shares or any other liabilities as on current date:

[Give a list, in descending order, of each overdue/default in payment of interest/ redemption for public deposits/public issues of debentures/creation of full security as per terms of issue/non-creation of debenture redemption reserve/default in payment of penal interest wherever applicable/non-availability/non-maintenance of asset cover, interest cover, debt-service cover/any other liability separately indicating the amount in default, date



since when the default is pending, reason for default and action planned by the Issuer. If any liability has been rolled-over, the same should be given here. State NIL here if there is nothing.]

Further, there are no litigations/disputes/penalties or any proceedings known to be contemplated by government authorities except as follows: ____________________

4. Other litigation

(Separately list out other matters referred in the covering paragraph not already covered in 1 to 3 giving background, place, case reference numbers and claim made on the Issuer Company. State NIL here if there is nothing.).

No disciplinary action/ investigation has been taken by the Securities and Exchange Board of India (SEBI)/Stock Exchanges against the Company, its Directors and Promoters. (If there are any cases under this, please furnish the details)

The Company, its promoters or directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI nor were categorized as “Vanishing Company” by SEBI and no penalty has been imposed at any time by any of the regulators in India or abroad except as under:

< details >

Details of any suits filed/ litigations, disputes, defaults, etc. that arise, subsequent to filing the draft Prospectus/Letter of Offer with SEBI, will be furnished to the Lead Manager for being advised to SEBI.

Other than those mentioned above, there is no litigation against _____ (name of the certifying company).

We confirm that we shall immediately intimate the BRLM of any changes, additions or deletions in respect of the matters covered in this certificate till the date when the equity shares of [name of the issuer company] are traded on the stock exchanges.


Managing Director of the certifying entity



No litigations certificate from Directors of the Company

To be given separately by each person

Date : (Draft to be given at the time of due diligence and signed certificate duly updated to be given 2-4 days prior to SEBI filing).


I, ____________ , certify that there are no outstanding litigations, proceedings, disputes, defaults, penalties, non payment of statutory dues including disputed/contested tax liabilities of any nature including government claims, overdues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares issued by companies/firms promoted by me, proceedings initiated for economic/civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act, 1956) against me except the following :



Outstanding Litigation(Insert details of each litigation, giving background, date instituted, principal parties, place of litigation, charges/allegations, reference number of the case, current status, court/agency before which the proceedings are pending, quantify the claim. No clubbing of litigations should be done – each litigation should be separately given. State NIL here if there is nothing under each head).




2.4Litigation involving Civil and Economic Offences(Insert list here giving details mentioned above, or say NIL)






Other litigations

(Separately list out other matters referred in the covering paragraph not already covered in 1 and 2 giving background, place, case reference numbers and claim made. State NIL here if there is nothing.).

No disciplinary action/ investigation has been taken by the Securities and Exchange Board of India (SEBI)/Stock Exchanges against me or other entities I am associated with. (If there are any cases under this, please furnish the details)

Neither me nor any of ventures promoted by me or the companies with which I am associated with as promoter or director have been prohibited from accessing the capital markets under any order or direction passed by SEBI and no penalty has been imposed at any time by any of the regulators in India or abroad except as under:

< details >

3. Non payment of statutory dues or dues to Banks/Financial Institutions


Other than those mentioned above, there are no litigations against me.

Name :Place :Signature:



Certificate from each Director of the Company

To be given separately by each person

Date : (Draft to be given at the time of due diligence and signed certificate duly updated to be given 2-4 days prior to SEBI filing).


1. I _____ (name of the Director), have not undertaken/financed directly or indirectly transactions in the shares of the _________ (Issuer company) in the last 6 months except as under:

< details of transactions >

2. There is no buy back or standby arrangement entered into by me, for the purchase of equity shares offered through the Prospectus/Letter of Offer, except as under:

< details of arrangement >

3. I have no interest in the promotion of the issuer company or in any property acquired by the issuer company within 2 years of the date of the prospectus or proposed to be acquired by the issuer company, except as under

< Disclose full particulars of the nature and extent of interest, if any, of the director in

i) the promotion of the company; orii) any property acquired by the company within 2 years of the date of prospectus or proposed to be acquired by it.>

Name :Place :

Signature:



No litigation certificate from Individual Promoters of the Company

To be given separately by each person and company

Date : (Draft to be given at the time of due diligence and signed certificate and duly updated to be given 2-4 days prior to SEBI filing),.


I, ____________ , certify that there are no outstanding litigations, proceedings, disputes, defaults, penalties, non payment of statutory dues including disputed/contested tax liabilities of any nature including government claims, overdues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares issued by companies/firms promoted by me/us, proceedings initiated for economic/civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act, 1956) against me except the following :



2. Outstanding Litigation(Insert details of each litigation, giving background, date instituted, principal parties, place of litigation, charges/allegations, reference number of the case, current status, court/agency before which the proceedings are pending, quantify the claim. No clubbing of litigations should be done – each litigation should be separately given. State NIL here if there is nothing under each head).






2.4Litigation involving Civil and Economic Offences(Insert list here giving details mentioned above, or say NIL)




3. Overdue interest/principal as on ____

There have been no defaults and there are no overdues in respect of bonds/debentures (placed through public or private placement), for payment of interest or principal on due dates on term loans, debentures, bonds, deposits or any other liability in respect of firms/companies promoted by me except as under:

(Give a list of each overdue/ default separately indicating the name of the lender/depositor, amount in default, date since when the default is pending, reason for default and action planned by the [name of the promoter] Issuer. State NIL here if there is nothing).

There have been no rollovers of liability except as under: __________

Other litigation

(Separately list out other matters referred in the covering paragraph not already covered in 1 and 2 giving background, place, case reference numbers and claim made. State NIL here if there is nothing.).

No disciplinary action/ investigation has been taken by the Securities and Exchange Board of India (SEBI)/Stock Exchanges against me or other entities I am associated with. (If there are any cases under this, please furnish the details)

Neither me nor any of ventures promoted by me or the companies with which I am associated with as promoter or director or in any other manner have been prohibited from accessing the capital markets under any order or direction passed by SEBI and no penalty has been imposed at any time by any of the regulators in India or abroad except as under:

< details >




Other than those mentioned above, there is no litigation against me.

Name :Place :Signature:



Legal Advisors certificate for the outstanding litigations against Company, Promoters, Directors and Group Companies, Associate concerns

(Note for Legal Advisor: Objective of this statement is to present the summary based on facts as examined by legal advisors specifically the language to be used in the Offer Document) (Insert details of each litigation, giving background,date instituted, principal parties, place of litigation, charges/allegations, reference number of the case, current status, court before which the litigations are pending, quantify the claim against the issuer company. No clubbing of litigations should be done – each litigation should be separately given. State NIL here if there is nothing under each head).

Karvy Investor Services LimitedHyderabad

We have examined individual declarations given by the Company, its promoters, directors, group companies and associate concerns, verified the same with case papers and based on the discussions with the concerned parties certify as under

Litigation against Issuer Company(in the format given earlier)

Litigation against Promoter:(in the format given earlier)

Litigation against Directors:(in the format given earlier)

Litigation against Group Company/ Associate Concerns: (Specify the name of the concern)(in the format given earlier)

Place:Date:

Sd/-Name of Legal Advisor/Firm



Certificate from Company on no Revaluation of Assets

(However, if the Company has revalued its assets in the past, Revaluation certificate to be given by a Government valuer or any other approved valuer)

Date :


This is to certify that since its inception (name of issuer company) has not revalued its assets.

For (name of the Issuer Company)

Managing Director



Certificate for compensation to the Directors

Date :


This is to certify that (name of issuer company) has not paid its promoters, officers, directors, etc., any payment or reimbursement of expenses other than the normal remuneration, dividend, sitting fees, travel and lodging expenses as are applicable in each of the cases.

The company [name of the issuer company] has entered into following contract for appointing or fixing remuneration of Director, Whole time director, Managing Director or Manager in past two years (copies enclosed)

Date Parties to contract

Nature of Contract

Terms of contract

It is further certified that the Officers of [name of the issuer company] have no interest in [name of the issuer company] except to the extent of their remuneration and reimbursement of expenses and to the extent of any equity shares held by them in [name of the issuer company] and to the extent of benefits arising out of such shareholding.


For (name of the issuer company)

Managing Director



Certificate on 370 (1B) Companies, Group Companies, ventures of the promoter

On the letterhead of the issuer company

Date :


This is to certify that as on date only the following companies can be classified as companies under the same management in terms of Section 370 (1B) of the Companies Act, 1956.

(Insert list of Companies as defined u/s 370 (1-b) or state NIL.)

It is further certified that there are no companies, partnerships, sole propriertorships or other business entities which are promoted by or belong to or are related to the promoters of (name of the issuer company) or the promoter group of (name of the issuer company) (as defined by SEBI):

1. Group Companies / Partnerships / Sole Proprietorships / Other business entities

(Insert list or state NIL)

2. Ventures promoted by the promoters

(Insert list or state NIL)

It is further certified that none of the above mentioned companies are listed and have made any capital issue during the last three years.





Managing Director



Registration Details to be obtained from the Registrars to the Issue, Bankers to the issue and Lead Managers to the issue

Date :


Statement showing details of Merchant Bankers / Registrars / Bankers as per the requirement of RMB (GI Series) Circular No.2 (97-98) dated 26-6-97.

1. Registration Number2. Renewal of registration3. Date of expiry of registration4. If applied for renewal, date of application5. Any communication from SEBI prohibiting the Lead

Managers/Registrars/Bankers to the issue from acting in their respective capacities.

6. Any enquiry / investigation being conducted by SEBI.7. Period upto which registration / renewal fees has been paid8. SEBI MAPIN No.


Authorised Signatory



Legal Advisors clearance certificate for offer document

To

(Name of the Issuer Company)

Sub : Issue of [] Equity Shares of Rs.10/- each of (name of issuer company) for cash at premium of Rs. [] per share aggregating Rs. []

Dear Sir

With reference to the draft Offer document pertaining to your captioned Public Issue/ Offer for sale submitted to us, we certify that

a) The draft offer document submitted to us is in conformity with the regulations pertaining to the Companies Act, Securities and Exchange Board of India (SEBI), Securities Contract (Regulation) Act, 1956 and all other applicable laws ;

b) No further additions and / or modifications are required in this draft Offer document prior to its filing with SEBI.

Thanking you

Yours sincerelyFor .......................




Legal Advisor’s Certificate For Approvals In Respect Of The Issue

To

(Name of the Issuer Company)

Sub : Issue of ___________ Equity Shares of Rs.10/- each of (name of issuer company) for cash at premium of Rs.________ per share aggregating Rs._________

Dear Sir

With reference to the captioned Public Issue, we would like to advise you as follows,

The Company has obtained following approvals for the purpose of carrying out its existing and proposed business.

(List the approvals already obtained.)

The following approvals are pending and would be obtained at an appropriate time.

(List the approvals which are pending and which the Company proposes to obtain in future.)

Except as mentioned above, no further approvals are required for the purpose of existing and proposed business.

Thanking you





Legal Advisors certificate for the objects clause

Sub : Issue of [] Equity Shares of Rs.10/- each of (name of issuer company) for cash at premium of Rs. [] per share aggregating Rs. []

Dear Sir

With reference to the captioned Public Issue, we would like to advise you that the purpose for which the funds are being raised is within the purview of the objects clause as mentioned in the Memorandum of Association of the Company.

Thanking you





Undertaking For Minimum Subscription, Listing and Allotment Etc.


Date:UNDERTAKING


1. If the Company does not receive the minimum subscription of 90% of the issue amount, on the date of closure of the Issue, or if the subscription level falls below 90% after the closure of the Issue on account of cheques having been returned unpaid or withdrawal of application, the Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, if any, in refund of such subscription, the Company shall pay interest as per Section 73 of the Companies Act, 1956.

2. If the permissions to deal in and for an official quotation of the equity shares are not granted by any of the Stock Exchanges, the Company shall forthwith repay, without interest, all such moneys received from the applicants in pursuance of this Prospectus. If such money is not repaid within eight days after the Company becomes liable to repay it (i.e. from the date of refusal or within 70 days from the date of closing of the subscription list, whichever is earlier), then the Company and every Director of the Company, who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable to repay the money as prescribed under Section 73 of the Companies Act.

3. As far as possible, allotment of the equity shares shall be made within 15days of the closure of the Issue; and the Company shall pay interest at the rate of 15% per annum if the allotment has not been made and/or the Letters of Allotment/ Refund Orders have not been despatched to the investors within 15days from the date of the closure of the Issue, for the delayed period beyond 15days .

4. The Company will provide adequate funds to the Registrars to the Issue, for the purpose of despatch of Letter(s) of Allotment/ Share Certificate(s)/ Letter(s) of Regret/ Refund Order(s).




Managing Director



Undertaking By The Board Of Directors


Date:


The Board of Directors of the Company undertakes that:

1. All monies received out of issue of shares to public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act, 1956;

2. Details of all monies utilised out of this Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the purpose for which such monies had been utilised; and

3. Details of all unutilised monies out of this Issue, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the form in which such unutilised monies have been invested.

4. The utilization of moneys received under reservations to employees shall be disclosed under an appropriate head in the Company’s balance sheet indicating the purpose for which such monies have been utilized.1

5. The details of all unutilized monies out of the funds received under reservations shall be disclosed under a separate head in the balance sheet of the company indicating the form in which such unutilized monies have been invested.2


Managing Director

1 Provided the Offer contains any reservations.2 Provided the Offer contains any reservations.



Covering letter from the issuer company prior to filing with SEBI

Date:

To:

Karvy Investor Services Limited

Sub : Issue of ________ Equity Shares of Rs.10/- each of (Name of the issuer company) for cash at a premium of Rs._________ per share aggregating Rs._________

Dear Sir

Please find enclosed a copy of the Draft Offer document duly signed by us.

We confirm that the information contained in this Draft Red Herring Prospectus is a true and correct representation about (name of the issuer company) including but not limited to its activities, outstanding litigations, approvals, etc., and the Draft Red Herring Prospectus omits nothing which could have an import on the information contained therein, or which is a material disclosure for prospective investors.

You may proceed to file this document with SEBI and the stock exchanges in its current form for the purpose of the captioned public issue.

Thanking you

Yours sincerelyFor (name of the Issuer Company)

NameManaging Director

Enclosed : Draft Offer document, duly initialled on each page and signed on last page



Undertaking For Statements Made In The Offer Document


The Board of directors of the Company certifies that

1. None of the Promoters or Directors has directly or indirectly undertaken transactions in the securities of the Company during the last six months.

2. The Company has not raised any bridge loan or taken any financial assistance against the proceeds of this Public Issue.

3. Save as disclosed, the shareholders of the Company do not hold any warrant, option or convertible loan or any debentures that would entitle them to acquire further shares of the Company.

4. Save as otherwise stated in this Prospectus, the Company has not given any person nor does it propose to give any person any option to subscribe to the shares of the Company

5. No sum has been paid or is payable as commission or brokerage for subscribing to or agreeing to subscribe to or procuring or agreeing to procure subscription for any of the shares of the Company since its incorporation.

6. There are no buy-back or standby arrangements for the purchase of Equity Shares issued through this Prospectus by the Promoters, Directors or the Merchant Bankers.

7. None of the shares mentioned as lock-in/ non- transferable shares in the Prospectus have been sold/ pledged by the promoters.


Managing Director



Undertaking For Purchase Of Property

The Company hereby undertakes that-

1. There is no property which the Company has purchased or acquired or proposes to purchase or acquire, which is to be paid for, wholly or partly, out of the proceeds of the present Issue or the purchase or acquisition of which has not been completed on the date of issue of this Prospectus, other than the property:

a) the contracts for purchases or acquisition whereof were entered into, or may be entered into, in the ordinary course of business, such contracts not being made in contemplation of the Issue or in consequence of the contract; orb) in respect of which the amount of the purchase money is

not material.

2. The Company has no plans, at present, to acquire any running business out of the proceeds of the issue.

Or

1. If the Company has purchased or acquired or proposes to purchase or acquire, which is to be paid for, wholly or partly, out of the proceeds of the present Issue or the purchase or acquisition of which has not been completed on the date of issue of this Prospectus , it shall disclose the following:

(i) the names, addresses, descriptions and occupations of the vendors;(ii)the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any paid or payable for goodwill;(iii) the nature of title or interest in such property acquired or to be acquired by the issuer company;(iv) short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company had any interest, direct or indirect, specifying the date of transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction.




Managing Director



Certificate for Group Companies


The following are the transactions between the issuer company and the group companies in the previous 3 years and the latest period

(Please furnish in tabular form all the business transactions between the issuer company and the group companies, which shall include inter-alia sales, purchases, loans taken, loans given, credits extended, premises being used, assets leased, contractual relationships to perform certain activities etc.)

Save and except as mentioned above,

1. There are no business transactions between the issuer company and its affiliate/group companies.

2. There are no conflict of interests between the issuer company and its group companies.

3. To the best of my knowledge, there are no adverse factors related to affiliate/group Companies.


Managing Director



Undertaking Regarding Past Dues


1. The Company has not defaulted in meeting any of its statutory or institutional dues.

2. The Company has not defaulted in meeting any Bank dues and any dues to instrument holders of debentures, fixed deposits etc.

3. The Group/Associate/Affiliate companies have not defaulted in meeting any of its statutory or institutional dues.

4. The Group/Associate/Affiliate companies have not defaulted in meeting any Bank dues and any dues to instrument holders of debentures, fixed deposits etc.


Managing Director



Certificate Regarding Interest Of Directors

DECLARATION

I, (Name of the Director), do hereby declare that:

1. I am interested to the extent of shares held by me and/ or by my friends and relatives or which may be subscribed by them and/ or allotted to them by the Company.

2. I am interested in the capacity of Director, to the extent of fees, if any, payable to me for attending meetings of the Board or Committee and reimbursement of travelling and other incidental expenses, if any, for such attendance as per the Articles of Association of the Company.

3. I am not interested in the appointment or acting as Underwriters, Registrars and Bankers to the Issue or any such intermediary registered with SEBI.

4. I am not interested in any property acquired by the issuer company within two years from the date of the Draft red herring prospectus/ red herring prospectus/ prospectus except to the extent-

[Provide nature and extent of interest]

5. I am not interested in the promotion of issuer company except to the extent-

[Provide nature and extent of interest]

6. I am not interested in any loan or advance given by the Company to any Person(s)/ Company (ies) nor am I a beneficiary of any loan or advance.

7. I am not interested in any property acquired by the Company within two years of the date of Prospectus or proposed to be acquired by it.

8. Unless otherwise stated, no amount or benefit has been paid or given to the Company’s Directors or Officers since its incorporation nor is intended to be paid or given to any Directors or Officers of the Company except the normal remuneration and/or disbursement for services as Directors, Officers or Employees of the Company.

Sd/-



(Name of the Director)

Director

Date:Place:



Certificate Regarding Interest Of Directors

(By The Managing Director) DECLARATION

I, ____________________ do hereby declare that:

1. I am interested to the extent of shares held by me and/ or by my friends and relatives or which may be subscribed by them and/ or allotted to them by the Company.

2. I am interested in the capacity of Director, to the extent of fees, if any, payable to me for attending meetings of the Board or Committee and reimbursement of travelling and other incidental expenses, if any, for such attendance as per the Articles of Association of the Company.

3. I am not interested in the appointment or acting as Underwriters, Registrars and Bankers to the Issue or any such intermediary registers with SEBI.

4. I am not interested in any loan or advance given by the Company to any Person(s)/ Company (ies) nor am I a beneficiary of any loan or advance.

5. No Director of the Company is interested in any property acquired by the Company within two years of the date of Prospectus or proposed to be acquired by it.

6. Unless otherwise stated, no amount or benefit has been paid or given to the Company’s Directors or Officers since its incorporation nor is intended to be paid or given to any Directors or Officers of the Company except the normal remuneration and/or disbursement for services as Directors, Officers or Employees of the Company.

Sd/-(Name of the Managing Director)

Managing Director

Date:Place:



Declaration By Directors For Securities Related Business

1. I, -----------, (name of the Director), hereby certify that I am not associated with the securities market in any manner or am not associated with any firms/concerns registered with SEBI except as mentioned below:

Name of the entitySEBI Registration Number of the entityIf registration has elapsed, reasons for non renewal.Details of any inquiry/investigation conducted by SEBI at any time.Penalty imposed by SEBI (Penalty includes deficiency/warning letter, adjudication proceedings, suspension/cancellation/prohibitory orders).Outstanding fees payable to SEBI by the entity, if any.MAPIN NO.

Save and except as mentioned above, I am not associated with any other Securities Related Business.

In case of any change in status of above, till the listing of the securities offered in the present issue, I note to advise the lead manager of the same.

2. This is to certify that neither me or nor any of the companies with which I am associated as a director or promoter have been prohibited from accessing the capital market under any order or directions passed by SEBI.

Sd/-

(Name of the Director)

Date:



Declaration By The Directors Regarding Other Directorships

(To be furnished by each of the Directors in their individual capacities)

I / We solemnly affirm and declare that save and except as stated below, we do not hold directorship in any other concern/firm/venture. (List of all other directorships, partnerships, and proprietorships should be enumerated)

Name of the firm/concern Position held (Director, Chairman, Partner, Proprietor etc.)

Sd/-(Name of the Director)

Director

Date:Place:



Declaration By The Individual Promoters For Other Interests

(To be furnished by each of the promoters in their individual capacities)

I / We solemnly affirm and declare that save and except as stated below there is no other concern/firm/venture that I/ we have either promoted or own shares or am/are interested in

Name of the firm/concern Shareholding*No. of shares % holding

* List only those concerns where the holding is greater than 2%.

Sd/-(Name of the promoter)

Date:Place:



Declaration by Company Secretary for eligibility to enter the

Capital Markets


Sub: Proposed Public Issue/Rights Issue/Offer for Sale of [] equity shares of Rs.10/- each of (Name of the Issuer Company)

1. This is to confirm that the Company, its directors and any of the Company’s associates, Group Companies and the Companies with which directors of [] (Issuer Company) are associated as directors or promoters have not been prohibited from accessing the capital market under any order or directions passed by SEBI.

2. The Company, it’s subsidiaries or its associates have not been refused listing permission at any time in the past by any Stock Exchange in India or abroad. Further neither the Company, it’s subsidiaries or its associates have been delisted, prohibited from trading for violation of any stock exchange regulations in the past.

Sd/-Company Secretary

Note: If the promoter is a Body Corporate, then confirm and disclose that none of its directors or the persons in control of the Body Corporate have been prohibited from accessing the capital markets under any order or directions passed by SEBI.



Declarations by Company Secretary


Sub: Proposed Public Issue / Offer for Sale of _________ equity shares of Rs.10/-each of (Name of the Issuer Company)

1. We certify that no capital has been issued by the Company since inception for consideration other than cash.

2. We confirm that there are no small-scale undertakings or any other creditors to whom the Company owes a sum of Rs.1 lakh or above.

3. We certify that there are no partly paid-up shares of the Company as of date.

4. We certify that Mr. ____ is qualified under the _____ Act for appointment as the Chairman / Managing Director of the Company

5. We confirm that the issuer company name has not appeared in the press releases issued by SEBI in respect of unsatisfactory handling of investor complaints

6. We undertake that the issuer company will not release any advertisement/publicity materials without the approval of the Lead Manager.




Declaration by Company Secretary


Sub: Proposed Public Issue / Rights Issue/ Offer for Sale of _________ equity shares of Rs.10/- each of (Name of the Issuer Company)

We certify that ____ (the issuer Company) has not been involved in any securities related business except as under (e.g. Mutual Funds, Bankers to the Issue, Broking or any other entity registered with SEBI):

SEBI Registration Number of the entityIf registration has elapsed, reasons for non renewal.Details of any inquiry/investigation conducted by SEBI at any time.Penalty imposed by SEBI (Penalty includes deficiency/warning letter, adjudication proceedings, suspension/cancellation/prohibitory orders).Outstanding fees payable to SEBI by the entity, if any.UIN (Mapin) No.:

In case of any change in status of above, till the listing of the securities offered in the present issue, I note to advise the lead manager of the same.




Information on the Company letterhead for disclosures in the Offer Document

a)Details of top 10 shareholders as on draft filing date, 10 days

earlier and 2 years earlier, to be updated at the time of

RoC/Stock Exchange filing

b) Details of change in senior management

c)Corporate profile, highlights, history and business of the

Company

d) Note on system for handling investor grievances

e)Details of change in Auditors and Directors

f) Management Discussion

g) Financial Data as applicable

h) Details of Guarantees given by the Issuer to third parties, if

any: Reasons, amounts, obligations on the Issuer, period of

guarantee, financial implications in case of default, security

available, quantum of consideration

i) Any Other information, as applicable



Corporate Governance

To be signed by CMD/ MD

To Whomsoever it may concern

The SEBI Guidelines and Clause 49A of the Listing Agreement in respect of Corporate Governance has been complied by the Company and in this regard the Company has already broadbased the Board and constituted the necessary committees. The details of clause by clause compliance of Corporate Governance is enclosed herewith.

Sd/-CMD/MD

Date:Place:



15. Consent Letters

Consent Letter on letter head of Bankers to the Issue

Date:

To (Name and Address of Issuer Company)

Dear Sir

Sub: Proposed Public Issue / Offer for Sale of _________ equity shares of Rs.10/-each of (Name of the Issuer Company)

We, the undersigned, hereby testify and consent to act as Banker to the above issue of equity shares and to our name being inserted as banker to the issue in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus which the company intends to issue in respect of the proposed issue of equity shares. We also authorise you to deliver a copy of the letter of consent to the Registrar of Companies, pursuant to the provisions of Section 60 of the Companies Act, 1956.

Yours faithfully,For (name of banker)




Consent letter on letter head of each Banker to the Company

Date:

To

(Name and Address of the Issuer Company)

Dear Sir

Sub: Proposed Public Issue / Offer for Sale of _________ equity shares of Rs.____ each for cash at a premium of Rs.____________ per share

We, the undersigned, consent to our name being inserted as banker to the company in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus , which the company intends to issue in respect of the proposed issue of equity shares. We also authorise you to deliver a copy of the letter of consent to the Registrar of Companies, pursuant to the provisions of Section 60 of the Companies Act, 1956.

Yours faithfullyFor (name of banker)




Consent letter on the letter head of Registrars to the Issue

Date:

To (Name of Issuer Company)

Dear Sirs

Sub: Proposed Public Issue / Offer for Sale of _________ equity shares of Rs.____ each of (Name of the Issuer Company)

We hereby testify and give our consent to act as Registrars to the proposed issue of Equity Shares and to our name being inserted as Registrars to the Issue and Registrars for Electronic Shares in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus, which the company intends to issue in respect of the proposed issue. We hereby authorise you to deliver this consent alongwith the Prospectus to the Registrar of Companies, pursuant to the provisions of Section 60 of the Companies Act, 1956.

Yours faithfully For (name of Registrar)




Certificate from the Registrars to the Issue

Date: To be given at the time of draft filing, filing with RoC/Stock Exchange, before opening and before closing of the issue)

To


Dear Sirs


1. We hereby confirm that we have direct connectivity with both NSDL & CDSL.

2. We certify that our registration with SEBI is valid as on date and that we have not been debarred from functioning by any regulatory authority as on date. Our SEBI registration certificate is enclosed herewith.

3. Our UIN MAPIN no. is ____(Copy enclosed)

A copy of our registration certificate and UIN Mapin is enclosed herewith (to be given once at the time of draft filing of offer document only).

Yours faithfully For (name of Registrar)




Consent letter on letter head of lead managers to the issue

Date:

To (Name and Address of Issuer Company)

Dear Sirs


We, ____________, do hereby consent to act as Lead Manager to the Public Issue and to our name being inserted as Lead Managers to the issue in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus of the (Name of the Issuer). We hereby authorise (Name of the Issuer) to deliver this letter of consent to the Registrar of Companies (location of the relevant ROC), pursuant to the provisions of Section 60 of the Companies Act, 1956.

Yours faithfully



Consent letter on letter head of legal advisors

Date:

To

(Name and Address of Issuer Company)

Dear Sir,


We hereby give our consent to act as Legal Advisors to the above issue and to our name being included in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus as such. We hereby authorise you to deliver this letter of consent for the purpose of filing under Section 60 of the Companies Act, 1956.

Yours faithfullyFor (Name of the legal advisor firm)




Consent letter on letter head of Auditors

Date:

To:

The Board of Directors(Name and Address of the Issuer Company)


Dear Sirs

We hereby give our consent to the inclusion of our report dated __________ on the accounts, prepared by us as required by the provisions of Schedule II of the Companies Act, 1956 (as amended) in the form and in the context in which it is being included in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus being issued by you.

Yours faithfullyFor (Name of the auditors firm)




Consent letter from Directors of the Company

To be signed by each director

Date:

To:

Name and Address of the Issuer Company


Dear Sirs

I hereby give my consent to my name being included in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus as Director / MD / Wholetime Director / Alternate Director/ Additional Director/ Nominee Director to (Name of the issuer Company). I hereby authorise you to deliver this letter of consent for the purpose of filing under Section 60 of the Companies Act, 1956.

Yours faithfully

Signature:Name:Date:



Format of details regarding SEBI Registration

To be given by ISSUER COMPANY and by any promoter/ director/ group/ associate company/ entity of the issuer company and/ or any company/ entity with which any of the above is associated as promoter/ director/ partner/ proprietor, is/ was engaged in securities related business and registered with SEBI (Details to be given separately by each entity)

Date:

TO WHOMSOEVER IT MAY CONCERNDear Sir,

Proposed Public Offer by [Name of the Issuer Company]

Details as per 16.1.5 (b) of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 are as follows:

1.

Registration Number :

2.

If Registration has expired, reasons for non-renewal

:

3.

Details of any enquiry/investigation conducted by SEBI at any time

:

4.

Penalty imposed by SEBI (Penalty includes deficiency/warning letter, adjudication proceedings, suspension/cancellation / prohibitory orders)

:

5.

Outstanding fees payable to SEBI by the entity, if any

:

6.

UIN MAPIN No.

Please find enclosed a copy of the SEBI registration certificate and MAPIN certificate.

We confirm that all the provisions, rules, regulations, circulars pertaining to Unique Identification number (MAPIN) issued by SEBI from time to time has been complied with and company has not received any correspondence from any regulatory or statutory authority on this issue.



We confirm that we will immediately inform BRLMs of any changes to the above information till the date when the equity shares of [name of the issuer company] are traded on the stock exchanges. In absence of any such communication from our side, the above information should be taken as an updated information till the equity shares are traded on the stock exchanges. Yours faithfully,

For _________________Authorised Signatory



Format of details regarding SEBI Registration

To be given by all SEBI registered intermediaries (details to be given separately by each entity)

Date:


Dear Sir,


Details of Merchant Banker as per the requirement of clause 16.1.5 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 are as follows:

1.

Registration Number :

2.

Date of registration/ Renewal of registration

:

3.

Date of expiry of registration :

4.

If applied for renewal, date of application

:

5.

Any communication from SEBI prohibiting the entity from acting as the intermediary

:

6.

Any enquiry/ investigation being conducted by SEBI

:

7.

UIN MAPIN No.

Please find enclosed a copy of the SEBI registration certificate and UIN MAPIN.

We confirm that we will immediately inform the BRLMs of any changes to the above information till the date when the equity shares of [name of the issuer company] are traded on the stock exchanges. In absence of any such communication from our side, the above information should be taken as an updated information till the equity shares are traded on the stock exchanges.



Yours faithfully,

For _________________


Declaration to SEBI on constitution of the Promoter Group

Date:

Securities & Exchange Board of IndiaGround Floor, Mittal Court, A Wing224, Nariman PointMumbai – 400 021

Dear Sir,


Following is the list of persons who constitute the Promoter and Promoter Group for [name of the Issuer company] and their individual shareholdings:

(Insert List and Shareholding)

Thanking you

Yours faithfully,For [name of the Issuer company]

Company Secretary





Cost per Share to the promoters

Date:

WHOMSOEVER IT MAY CONCERN

Dear Sir,


The cost per share to the promoters of the Company as on ______________ is given in the table below:

Name of the Promoter Cost per share (Rs.)

Thanking you

Yours faithfully,

Company Secretary



Change of name of Company, registered office & MoA/ AoA

Date:


Dear Sir,


[Give details of change of name of the Company, quoting the section of the Companies Act under which the name has been approved and change of registered office since incorporation, if any and reasons for the same. Enclose RoC approvals for all changes in name and registered office. Also include the changes in the Memorandum and Articles of Association of the Company, since incorporation]

Date of shareholders’ approval

[Type of change/ Reasons for change]

Thanking you

Yours faithfully,

Company Secretary





Certificate that Company can undertake activities

Date:


Dear Sir,


We hereby confirm that the Company can undertake its present activities and activities proposed by it in view of the material approvals obtained and approvals applied and approvals to be applied for, as given below:

List of approvals received:[Insert list here]

List of approvals applied for:[Insert list here]

List of approvals necessary but not applied for:[Insert list here]

Thanking you

Yours faithfully,

Company Secretary

Encl: Certified true copies of approvals received and application made for approvals.



Certificate from the Company regarding group companies – eligibility for the issueOn the letterhead of the issuer companyDate:



We confirm that the Company [name of the issuer Company], its Directors, any of the Company’s associates or group companies, and companies with which the Directors of the issuer are associated as directors or promoters, the director(s) or person(s) in control of the promoting company have not been prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI and no penalty has been imposed at any time by any of the regulators in India or abroad except as under:

< details to be given >

We confirm that SEBI or Stock Exchanges have not imposed any penalties or taken any disciplinary action or conducted any investigation on the Company [name of the issuer Company], its subsidiaries, or group companies, Promoters and their other business ventures (irrespective of the fact whether or not they fall under the purview of Sec 370 (1B) of the Companies Act, 1956. (If there are any cases under this, please furnish the details)

We confirm that the company is not operating under any injunction or restraining order. [If yes, the same should be distinctly stated with possible implications.]

We confirm that the listing of any of the securities issued by the Company [name of the issuer Company], its promoter companies, its subsidiaries, and group companies has never been refused by any of the stock exchanges, in India or abroad.

We confirm that the Company has not failed to meet the listing requirements of any stock exchange in India or abroad except as follows: _____ The details of the same and the details of penalty, if any, including suspension of trading, imposed by the exchanges to be disclosed.



We confirm that there are no group companies for which application has been made to ROC to strike off their names, for their being defunct.

We further confirm that there are no adverse findings against in respect of the issuer/ promoters/ entities connected with the issuer/promoter as regards to compliance with the securities laws.


Yours faithfully,For [name of issuer company]Managing Director



Certificate on Capital Structure and Notes to Capital Structure

On the letterhead of the issuer company

Date:



[The Company to certify the final capital structure and the notes to capital structure, in the form they appear in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus]

SHARE CAPITAL as of [Date] (Rs. million)Value Aggrega

te valueA. Authorised Capital (refer notes a & b)

Equity Shares of Rs. __ each

-

B. Issued Subscribed And Paid-Up Capital

Equity Shares of Rs. __ each fully paid-up

-

C. Present issue to the public in terms of this Draft Red Herring Prospectus

Offer for Sale (refer note (c) below)Equity Shares of Rs. __ each

[]

D. Equity Capital before the issueEquity Shares of Rs. __ each

[]

Equity Capital after the issueEquity Shares of Rs. __ each

F. Share Premium Account Before the issueAfter the issue []

[Authorised share capital]

[stock split]



[Approval for the Issue / details of the Issue]



Notes to the Capital Structure:

Share Capital History of our Company:

Date of Allotme

nt

Number of Equity Shares

Face

Value

(Rs.)

Issue Price(Rs.)

Consideration (cash,

bonus, consideration other

than cash)

Date on which fully

paid-up

Reasons for

allotment (bonus,

swap etc.)

Cumulative Share Premium

(Rs.)

Promoters Contribution and Lock-in

Name of the Promo

ter

Date of Allotme

nt/ Acquisi

tion

Date when made fully Paid-

up

Consideration

(Cash, bonus, kind, etc.)

No. of share

s(of

face value of Rs.

10 each)

Face Valu

e(Rs.)

Issue

Price (Rs.)

No. of shares

(of face value of Rs.

5 each)

Percentage of pre-Issu

e paid-up

capital

Percentage of Post-Issu

e paid-up

capital

Lock-in

Period

Details of the Issue:

Name of the shareholder Equity Shares OfferedNumbe

rPercentage of pre-Issue

Capital



Shareholding pattern of the Company before and after the Issue:

Category

Pre-Issue Post-IssueNumber

ofEquity Shares

Percentage

Number of

Equity Shares

Percentage

The list of top 10 shareholders of the Company and the number of Equity Shares held by them:

Top ten shareholders on the date of filing the Draft Red Herring Prospectus with SEBI/ ROC is as follows:

Sr. No.

Name of the ShareholdersNumber of Equity Shares

12345678910

b) Top ten shareholders ten days prior to the date filing the Draft Red Herring Prospectus with SEBI / ROC is as follows

Sr. No.


1234567



8910

c) Top ten shareholders two years prior to the filing the Draft Red Herring Prospectus with SEBI / ROC is as follows

Sr. No.


12345678910

The Company has not raised any bridge loan against the

proceeds of this Issue.

The Company has not violated any of the provisions of the Companies Act, 1956.

In this Offer, ____ 50% of the Issue shall be allocated on a discretionary basis to Qualified Institutional Buyers. Further, ___ 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and ____ 35% of the Issue shall be available for allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Issue Price. Under-subscription, if any, in the Non-Institutional and Retail categories would be allowed to be met with spill over from any other category at the sole discretion of the Company, the BRLMs.

A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue, i.e., ___________ Equity Shares, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor.

There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights



issue or in any other manner during the period commencing from submission of the Draft Red Herring Prospectus with SEBI until the Equity Shares offered through this Draft Red Herring Prospectus have been listed.

There is no proposal, intention, negotiations, consideration of the issuer to alter the capital structure by way of split/ consolidation of the denomination of the shares, or issue of shares on a preferential basis or issue of bonus or rights or further public issue of shares or any other securities, within a period of 6 months from the date of opening the present issue.

The Company has not issued any Equity Shares out of revaluation reserves or for consideration other than cash, except for the bonus Equity Shares issued out of free reserves. For details please refer to note no.1 given above.

At any given point of time, there shall be only one denomination for the Equity Shares of our Company and the Company shall comply with such disclosure and accounting norms specified by SEBI from time to time

The Company had _______ members as of __[date]__

Details of ESOP scheme, if any

Details of all buyback and standby and similar arrangements , if any, for purchase of securities by the promoters, directors, and lead merchant bankers.

The shareholders of the Company do not hold any warrants, options or convertible loans or any debentures which would entitle them to acquire further shares of the Company.

The Company has not purchased or intends to purchase from proceeds of the issue any land, assets from the promoters and has not allotted or proposes to allot any shares in consideration thereof.

[Any other notes as indicated in the due diligence checklist and SEBI Guidelines]

Yours faithfully,



For [name of issuer company]

Managing Director



Promoters confirmation for no-sale of promoter’s holding till lock-in date

Date:

To the s

Dear Sir,


I/We hereby give our consent to include my/our shareholding of _____ equity shares [bearing distinctive numbers _______ to __________] in [name of the issuer company] to be considered for lock-in, from the date of allotment in the Public Offer, for a period of three years or for such other time as may be required under the SEBI Guidelines as minimum promoters’ contribution for the above mentioned Public Offer. Further I/ we consent to lock-in my/ our entire pre-issue capital, from the date of allotment in the Public Offer, for a period of one year or for such other time as may be required under the SEBI Guidelines for the above mentioned Public Offer.

I/We further confirm that I/we shall not sell or transfer these equity shares till such time that the lock-in remains effective.

Thanking you

Yours faithfully,

Promoter(to be signed by all the joint holders)





Utilisation of Issue Proceeds – Board Resolution

CERTIFIED COPY OF THE BOARD RESOLUTION FOR THE PUBLIC OFFER

RESOLVED THAT 1. all monies received out of the issue of shares or debentures to

public shall be transferred to separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act, 1956

2. details of all monies utilised out of the Issue referred to in sub-item 1 above shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the purpose for which such monies had been utilised; and

3. details of all unutilised monies out of the issue of shares or debentures, if any, referred to in sub-item 1 above shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the form in which such untilised monies have been invested.

4. The utilization of moneys received under reservations to employees shall be disclosed under an appropriate head in the Company’s balance sheet indicating the purpose for which such monies have been utilized.

5. The details of all unutilized monies out of the funds received under reservations shall be disclosed under a separate head in the balance sheet of the company indicating the form in which such unutilized monies have been invested.

Certified true copy

Company Secretary



Certificate about Land and PropertyOn the letterhead of the Issuer Company

Date:



We confirm that all land acquired by the Company is registered in the name of the Company and has a clean title. Further, save and except as stated below, there is no property that the Company has purchased or acquired:

[give details of property purchased/ to be purchased including amount spent/ to be spent, area, location, leased/ freehold etc., special benefits available, if any]


Yours faithfully,

Company Secretary





Letter from the issuer company regarding investor grievances

Date:

To the BRLM

Dear Sir,


We shall furnish to the BRLM a status report of investor complaints received and pending for Redressal at the time of filing the Red Herring Prospectus with Registrar of Companies and at the time of applying to the various stock exchanges for listing.

Thanking you

Yours sincerely,For [name of the issuer company]

[name]Company Secretary





Letter from the issuer company regarding Compliance with the Advertising Code

Date:

To the BRLM

Dear Sir,


We have been advised by the BRLM on the applicable guidelines on Advertisement as issued by SEBI for the captioned Offer by the Company. We undertake to comply with the same.

Thanking you

Yours sincerely,For [name of the issuer company]

[name]Company Secretary





Group Company/Concern Information(To be signed by the CMD/MD/Company Secretary of the concerned Company, firm)

(Provide this information for each of the Group Company, Associate companies, Partnership firm, proprietorship firm, ventures promoted by promoter or companies under section 370 (1b) of Companies Act, 1956)

Name of the Company:Date of Incorporation:Date of Commencement of Business:Nature of Activity:Shareholding Pattern (Indicate % interest in case of partnership firm)

Name of the Promoter Group Members Number of equity shares held % shareholdingFinancial performance

(Rs. in lacs)Particulars For the year ended March 31

2001-02 2002-03 2003-04SalesOther IncomePBIDTPBTPATShare CapitalReserves & SurplusNet WorthEPS (Rs.)Book Value per share(Rs.)Debt Equity RatioDividend

a. The highest and lowest market price of shares during the preceding six months from the date of filing of Prospectus with RoC

b. suitable disclosures for changes in capital structure during the period and the marketvalue on the date of filing the Prospectus with the Registrar of Companies;

b. If any of the companies has made public or rights issue in the preceding three years, - (i) the issue price of the security,



(ii) the current market price (iii) particulars of changes in the capital structure, if any, since the date of issue (iv) a statement regarding the cost and progress of implementation of the project in comparison with the cost and implementation schedule given in the offer document;

c. Information regarding adverse factors related to the company and in particularregarding;

i. whether the company has become a sick company within the meaning of the SickIndustrial Companies (Special Provisions) Act, 1995 or is under winding up;

ii. whether the company has made a loss in the immediately preceding year and ifso, the profit or loss figures for the immediately preceding three years.

CONFLICT OF INTEREST:a. Conflict of interest in case of common pursuit giving

justification and reason for sameb. Related business transaction within the groupc. Significance of the transaction on the financial performance

of signing company (i.e. company giving certificate)

Details of Sales or purchase between signing company and IIL where sales or purchase exceed 10% of the total sales or purchase of issuer company

Yours faithfully,For [name of associate/ group/venturer company]

Managing Director



Certificate from the Company Secretary regarding complaints received.


Sub: Investor Complaints

Dear Sirs,

I, ________, Company Secretary, (Name of the Issuer Company) (hereinafter “the company”) hereby confirm that there are no Investor Complaints out standing as on March 31, 2005. The break-up of the complaints received during the year ended 31st

March 2005 by the Company is as follows:

1 Non-Receipt of Shares after Transfers -2 Non-Receipt of Dividends -3 Dematerialisation -4 Others -

Total -

It is further certified that none of the complaints are pending for a period more than 1 month.

For (Name of the Issuer Company)

Company Secretary



Certificate confirming having complied with Corporate Governance.

Date ________

M/s Karvy Investor Services Limited46, Avenue 4, Street No.1Banjara Hills, Hyderabad – 500 034Andhra Pradesh, India

Sub: Corporate Guarantees issued by (Name of the Issuer Company)

Dear Sirs,

I, ______________, Company Secretary, (Name of the Issuer Company) (hereinafter “the company”) hereby confirm that as on date of this confirmation, there are no other Corporate Guarantees issued by the Company save and except the Guarantees, the details of which are annexed hereto.


Company Secretary



Undertaking

I , ____________, in the capacity of Managing Director of the Company confirm that the Company accepts full responsibility for the accuracy of the information given in this Prospectus and confirms that to the best of their knowledge and belief, there are no other facts, the omission of which make any statement in this Prospectus misleading and further confirm that they have made all reasonable inquiries to ascertain such facts. The Issuer further declare that the Stock Exchanges to which an application for listing has been made do not take any responsibility for the financial soundness of this Offer or for the price at which the equity shares are offered, or for the correctness of the statements made or opinions expressed in this Prospectus.

In the opinion of the Directors of the Company, there are no circumstances that have arisen since the date of the last financial statement disclosed in the Prospectus, that materially or adversely affect or are likely to affect the performance or profitability of the Company or value of its assets or its ability to pay its liabilities within the next twelve months.

All information shall be made available by the lead managers and the issuer to the Members at large and no selective or additional information would be available for a section of the Members in any manner whatsoever.


Managing Director

Place:

Date



Date : Karvy Investor Services Limited46, Avenue 4, Street No.1Banjara Hills, Hyderabad – 500 034Andhra Pradesh, India

Sub: Compliance of Terms of Listing Agreement.

Dear Sir,

I, _______________, Managing Director, (Name of the Issuer

Company) hereby confirm that the Company has, in general, duly

complied with the conditions as stipulated in the Listing Agreement

of the Company with the Stock Exchanges and has complied in

particular with the conditions of the Corporate Governance as

stipulated in clause 49 of the said agreement, for the year ended

____________March 31, 2005.


Managing Director



Dated

Karvy Investor Services LimitedKarvy House,46, Avenue 4, Street No.1,Banjara Hills,Hyderabad - 500 034.

Dear Sir,

Sub: Proposed Public Issue of Equity Shares of our Company.

We hereby confirm that the suppliers of the plant and machinery

for our project is not connected in any way with the

Promoters/Directors/ Company.

Thanking you,

Yours faithfully,for (Name of the Issuer Company)

Managing Director



Dated

Karvy Investor Services Limited46, Avenue 4, Street No.1,Banjara Hills,Hyderabad - 500 034.

Dear Sir,

Sub: Proposed Public Issue of our Company.

We hereby confirm that the Owner of the Land and the Builder/

Lessor of the Building is not connected in any way with the

Promoters/ Directors/Company.

Thanking you,

Yours faithfully,For (Name of the Issuer Company)

Managing Director



Date :

Karvy Investor Services LimitedKarvy House,46, Avenue 4,Street No.1,Banjara Hills,Hyderabad – 500 034.

CONFIRMATION

Dear Sirs,

We confirm that the following are the Bankers to the Company :

Sr. No.

Name of the Bank and Address Amount of facility/ Working Capital Limits

1.2.3.4.

We certify that other than those mentioned above we do not enjoy Working Capital facility from any other bank.


Managing Director



Date:

Karvy Investor Services LimitedKarvy House,46, Avenue 4, Street No.1,Banjara Hills,Hyderabad – 500 034.

Dear Sirs,

CONFIRMATION

We confirm that the Promoters contribution does not consist of -a) shares acquired for consideration other than cash and

revaluation of assets or capitalisation of intangible assets or bonus shares out of revaluation reserves or reserves without accrual of cash resources.

b) Securities issued during the preceding one year, at a price lower than the price at which equity shares is being offered to the public.

c) Private placement made by solicitation of subscription from unrelated persons either directly or through any intermediary.

d) Shares for which specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the minimum promoters contribution subject to lock in.

e) Shares issued to promoters on conversion of partnership firms into limited company

f) Shares with a contribution less than Rs.25,000/- per application from each individual and contribution less than Rs.1,00,000/- from firms and companies.

Thanking you,


Managing Director



Change of Name of the Company, Registered Office & MOA/AOA

Date:


Dear Sir,

Proposed Public Issue of our Company

(Give details of change of name of the Company, quoting the section of the Companies Act under which the name has been approved and change of registered office since incorporation, if any and reasons for the same. Enclose RoC approvals for all changes in name and registered office. Also include the changes in the Memorandum and Articles of Association of the Company, since incorporation)

Date of shareholders’ approval (Type of change / Reasons for change)

Thanking you,


Company Secretary



Section II

LIST OF ACCOUNTING/ FINANCIAL DUE DILIGENCE DOCUMENTS REQUIRED FROM AUDITORS

1. Certificate of Tax Benefits2. Covering letter to Auditors Report (as per schedule II

requirement)3. Five years Adjusted P&L Account (as per SEBI format, last

audited accounts should not be older than six months from the issue opening date)

4. Break up of other income (if other income is more than 20% of PBT) giving the recurring and non recurring other income separately

5. Five years adjusted statement of Assets and LiabilitiesNet worth should be separately shownRevaluation reserves should be deducted

6. Accounting ratios (viz. EPS, NAV and RoNW) for the last five years and additional audited period, if any, along with definitions

7. Significant Accounting Policies8. Changes in Accounting Policies in the last five years9. Notes to accounts for the last audited period10. Qualification to accounts11. Break up of Unsecured Loans (separately showing loans

from promoters/ promoter group/ group companies)12. Break up of Sundry Debtors (separately showing break

up of receivables from promoters/ promoter group/ group companies/ directors/ relatives of directors)

13. Age-wise analysis of Sundry Debtors14. Break up of loans and advances (separately showing

loans/ advances to promoters/ promoter group/ group companies/ directors/ relatives of directors)

15. Statement of investments made by the Company16. Capitalisation statement17. Taxation statement 18. Statement on basis of Issue Price19. Expenditure incurred on the project up to 2 months

prior to SEBI then ROC filing and sources of funding for the same

20. Statement of Dividend paid for the last five years. If no dividend is paid in any part of the last five years, a certificate from the auditors stating that the company has a track record of distributable profits as per Section 205 of the Companies Act 1956 in atleast 3 out of last 5 years

21. Details required regarding the Working Capital facilities being enjoyed by the Company

22. Details of Contingent Liabilities



23. Comfort letter from the Auditors (fro issues to be marked abroad)

24. Additionally, consolidated and adjusted Indian GAAP accounts for the last 5 years

25. Break up of significant transactions with the promoter/ promoter group/ group companies of promoters

26. Non-mandatory –additionally accounting ratios for the last five years and additional audited period, if any, along with definitions

27. Related Party transactions, including amount of transactions (in accordance with AS 18)

28. Aggregate book value and market value of quotes investments

29. Loans and Advances made to persons/ companies in which Directors are interested

30. Non-Mandatory: Consolidated Accounts under US GAAP

31. Consolidated financial statements in accordance with Accounting Standard by ICAI for the financial years and period commencing April 1, 2001:

Balance Sheet, Profit & Loss Accounts and Cash Flow statements along with the Notes to Accounts and Significant Accounting Policies

Segmental Information

Note: if the face value of the equity shares of the company has been split, the financial information in 6, 16, 17& 26 should be given on a pre-split and post split basis.





Financials of the Company

Audited accounts in the Red Herring Prospectus are required to be furnished for the last 5 years and the stub period such that they are not older than six months from the bid opening date. The accounts need to recasted so as to reflect the accounting policies that were incumbent in the last financial period. The auditor’s report as per requirements of Schedule II needs to be furnished as well.

Statements of Assets and Liabilities and Profit and Loss or any other financial information should be prepared after incorporating the following adjustments:

Adjustments/ rectifications for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications

Material amounts relating to adjustments for previous years shall be identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit and loss occurred

Where there has been a change in accounting policy, the profits or losses of the earlier years and of the year in which the change in accounting policy has taken place shall be recomputed to reflect what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years.

The financial information that is required to be provided by the statutory auditors are as follows:

1. Auditors report – Covering letter to the Audit Report (as per Schedule II requirement, SEBI guidelines and ICAI) (as per Schedule II requirement)

2. Five years Adjusted P&L Account (as per SEBI format, last audited accounts should be not older than 6 months from the issue opening date)

For the 5 full previous years up to March 31, 200X

For other periods, where applicable

DIP-6.10.2

3. Five years Adjustment of Assets and Liabilities, with Net worth shown separately, Revaluation reserves should be deducted

For the 5 full previous years up to March 31,200X

For other periods, where applicable

DIP-6.10.2

4. Break up of other income (if other income is more than 20% of PBT or more than 10% of the

DIP-6.10.2



total income)5. All notes to accounts, significant Accounting Policies and auditors qualifications

DIP-6.10.2

6. Changes in Accounting Plicies in the last five years and effect to be reflected as if a uniform accounting policy has been followed.

DIP-6.10.2

7. The contingent liabilities need to be provided in the form of a note

DIP-6.10.2

8. Break up of Unsecured loans (separately showing loans from promoters/promoter group/group companies/others) as on the data on which the stub period/last fiscal year ends

DIP-6.10.2

9. Agewise schedule of Sundry debtors (separately showing break up of receivables from promoters/ promoter group/group companies) as on the date on which the stub period/last fiscal year ends

DIP-6.10.2

10. Break up of Loans and Advances (separately showing loans and advances to promoters/ promoter group/ group companies/ directors of the company/ companies where the directors are on the board) as on the date on which the stub period/ last fiscal year ends

DIP-6.10.2

11. Significant transactions (including loans given to or taken from) with the promoter/ promoter group/ group companies/ key management personnel/ directors of the company for the last 3 fiscal years ( plus the stub period, if any)

DIP-6.10.2

12. Capitalisation Statement as on the date on which the stub period/ last fiscal year ends

DIP-6.10.2

13. Tax Shelter Statement for the last 5 fiscal years

DIP-6.10.2

14. Statement on basis on Issue Price DIP-6.10.2

15. Eligibility criteria regarding dividend, net worth and net tangible assets to be certified by the auditors

DIP-6.10.2

16. Aggregate market value of quoted investments

DIP-6.10.2

17. Key Accounting ratios to be given as of date of filing including EPS, NAV and RoNW and to be provided also in the post- diluted basis along with definitions.

DIP-6.10.2



In case of change in standard denomination of shares, financial data, comparision of financial ratios should be presented pre-split and post- split.18. Statement of Dividend Paid for last 5 years ( and thereafter, if any)

DIP-6.10.2

19. Stock Market data and capital structure should have adequate disclosures pertaining to split20. Certificate of Tax benefits DIP-6.8.4.12

21. Related party transactions, including amounts of transactions, for the last 3 years and stub period (in the format specified under AS18)22. Segmentation Information

23. In addition to the above, consolidated accounts as per AS 21 for the period beginning April 1, 2001 and consolidated accounts as per AS 21, AS 23 and AS 27 for financial periods beginning April 1, 2002, if applicable24. Comfort letter (for issues to be marketed abroad)

In addition to the above, the auditors need to provide consolidated accounts as per AS 21. In addition, the auditors also need to provide stand alone accounts for subsidiaries. These may be left unrecasted.





Covering letter to Auditor’s Report (as per schedule II requirement) (format)

AUDITOR’S REPORT

The Board of Directors,(Name of the Company)(Address of the Company’s registered office)

Dear Sir,

We have examined the books of accounts of M/s (Name of the Company), for the years ended 31st March, 2001, 2002, 2003, 2004 and 2005 (to be modified accordingly), being the last date up to which the accounts have been made up and audited by us.

We state that the above financial statements have been drawn up by the Company in compliance with Securities Exchange Board of India, DIP guidelines, 2000 as amended and in accordance with the requirements of Clause 24 of Part II of schedule II of Companies Act, 1956 as amended from time to time, we report that the profits, assets and liabilities and dividends of the Company subject to our reports thereon are as set out below.

Sd/-

(For M/s Name of the Auditors)

Proprietor



Five years Profit & Loss account (Format)

1. STATEMENT OF PROFIT AND LOSS FOR LAST FIVE YEARS AND LATEST PERIOD

(Rs. In lacs)Period ended onIncome Sales:Of Products manufactured by the CompanyOf products traded by the CompanyOther IncomeIncrease (decrease) in inventoryTotal Income

ExpenditureRaw materials & goods consumedStaff CostsOther Manufacturing expensesSelling & distribution expensesInterestDepreciationMiscellaneous expenditure written offTotal expenditure

Net Profit before tax and extraordinary itemsProvision for taxationNet Profit after tax & before extraordinary itemsExtraordinary items (net of tax)Net Profit after extraordinary items

Earlier year adjustments

AppropriationsTransfer to general reserve



Proposed dividendTax on proposed dividendBalance carried to Balance sheet



Assets and Liability Statement (format)

STATEMENT OF ASSETS AND LIABILITIES

As atA. Assets

Fixed Assets- gross blockLess: DepreciationNet BlockLess: Revaluation ReserveNet Block after adjustment for Revaluation Reserve

B. Investments

C. Current assets, loans and advances InventoriesReceivablesCash and bank balancesOther current assetsLoans and advances

Total assets

D. Liabilities and provisionsLoan fundsSecured loansUnsecured loans

Current liabilities and provisions Sundry liabilityProvisions

E. Net worth

Represented by:Shareholders fundsShare capitalReserves and surplusLess: Revaluation ReserveReserves (Net of Revaluation Reserve)Less: miscellaneous expenditure not written



off

Total



MANDATORY ACCOUNTING RATIOS ( FORMAT )

Accounting ratios

Earning per Share (EPS) (Rs)Cash earning Per share (Rs)Return on net worth (%)Net Asset Value per share (Rs)Other RatiosNet NPA to Net Advances ratio (%)Non- Interest income/working fund (%)Return on Assets(%)Net Profit/ working funds (%)Business per Employee (Rs. In lacs)Net Profit per employee (Rs. In lacs)Capital Adequacy ratio (%)Tier ITier IICredit/ Deposit Ratio (%) (net)Interest spread/ Average working fund (%)Gross profit/ Average working fund (%)Operating Profit/Average working fund (%)Return on average net worth (%)Yield on advances (%)Yield on investments (%)Cost of deposits (%)Cost of borrowings (%)Gross profit per employee (Rs. In lacs)Business per branch (Rs. In lacs)Gross Profit per branch (Rs. In lacs)

1. EPS represents basic earnings per share calculated as Net Profit after Tax before extraordinary items (PAT) divided by number of equity shares at the end of the fiscal year

2. Cash EPS represents PAT for the year plus non-cash charges divided by the number of equity shares at the end of the fiscal year. Non-cash charges comprise depreciation, amortization of business development expenses, loss on sale of fixed assets and loss on sale of investments.

3. Return on net Worth is arrived at by dividing PAT by total shareholder’s funds (Net Worth) at the end of the year



4. Net Assets value per share, computed as per net equity method, is arrived at as Equity net worth at the end of the year miscellaneous expenses not written off and divided by the number of equity shares at the end of the fiscal year.



Details of Unsecured Loans (Format)

The following table represents the break up of outstanding unsecured loan in respect of the _________(name of the issuer company) as on March 31__________

Sr No. Name of the Lender

Amount Repayment ScheduleDate Amoun

t

Break up to be given for the outstanding unsecured loans into the amount borrowed from promoters/ group companies/ associate/ affiliate companies and amount borrowed from others. In respect of each such loan of the former category, terms and conditions to be disclosed including the interest rates and repayment schedule. If the loans can be recalled by the lenders at any time, the fact should be disclosed.

A negative statement to be given if the above is not applicable.

Age wise analysis of Sundry Debtors (format)

Age-wise break-up Amount

Less than six monthsMore than six months Total

Please indicate separately the details of any of the sundry debtors which are affiliates/ group companies or those related to promoters/ directors in any way). A negative statement to be given if the above is not applicable.

Details of Loans and Advances

Please indicate separately the details of any of the loans and advances given to affiliates/ group companies or those related to promoters/ directors in any way). A negative statement to be given if the above is not applicable.

Certificate regarding quoted investments

Sr No. Details of Investment

Aggregate Book value

Aggregate Market

Diminution in the valu



s (Rs) value/quoted value (Rs)

(Rs)

Non provision for the decline in value of investments, if any, to be disclosed as a risk factor.

Capitalisation Statement (indicative format)(Rs. In lacs)

Pre-issue as at ------

Adjusted for the Public Issue

BorrowingShort term debtLong term debtTotal debt

Shareholders’ fundsShare Capital-EquityLess: Calls in arrears-PreferenceShare PremiumReserves & surplusLess: Miscellaneous Expenditure not written off

Total Shareholders’ funds

Long term debt/equity ratio

Taxation Statement (Indicative Format)(Rs. In lacs)

Year ending March 31Tax at Notional Rate

Adjustments:Export ProfitsDifference Between Tax depreciation and book depreciationOther adjustmentsNet adjustmentsTax saving thereon



Total taxation

Taxation on extraordinary items

Tax on profits before extraordinary items.

Year ending March 31Tax rateTax at actual rate of profitAdjustmentsPermanent Differences:i)ii)iii)

Timing Differences:i)ii)iii)

Net AdjustmentsTax saving thereonTotal Taxation

Existing working capital facilities

1. For the existing capital facilities, the exact working capital requirement and the means of financing the same should be furnished.

2. Kindly provide CMA data for the working capital, which has been submitted to the consortium of Banks for approval/ sanction etc

3. The present working capital facilities enjoyed by the Company in the form of Bank Finance should be clearly stated

Working capital facilities for the new project1. Basis of estimation of working capital requirement to be

given with details of assumptions2. Reasons for Raising Additional Working Capital: The exact

reasons for requirement of additional working capital should be given.

3. Projected Working Capital Requirement: Assessment for working capital figures after implementation of the project or achievement of objects of the issue, as the case may be, should be given in detail. The details should include the capacity utilization assumptions, expected current assets



figures (broken up into each component with holding norms assumptions, total current liabilities, net current assets and envisaged sources of finance for net current assets (bank/ institutional finance, own funds, etc.)

4. Tie up may be ensured for borrowings/ bank finance/ institutional finance in respect of working capital requirements.

5. A complete perspective may be given on the present working capital position vis-à-vis the projected one based on which the money is proposed to be raised.

Indicate format for the above is as given in the table.

Sr. No.

Particulars 31 Mar. 2000(Aud)

31 Mar.2001(Estd)

Increase (+)/Decrease(-)

1. Current Assets2. Less: Current

LiabilitiesOther than Bank Finance

3. Working Capital Gap

4. Less: Bank Finance

5. Net Working Capital

Long term Working Capital (Margin) requirement for the year 2000-2001

Contingent Liabilities

1. The company has following contingent liabilities for which no provisions have been made in the books of accounts of the company for period ended ____________.

Sr. No Particulars Amount (Rs in lacs)

2. We have examined all the contracts, claims and litigations against the company and have analysed the likely impact of the same as indicated above. We certify that apart from the contingent liabilities indicated above, the company does not have any other contingent liabilities.



SPECIFIC CERTIFICATES AND DOCUMENTS REQUIERD FOR SEBI FILING

Section III

Certificates and Undertakings required for SEBI filing

Kindly provide following certificates as applicable for filing the draft offer document with SEBI

1. Authorized signatory’s certificate that the promoters contribution, including premium will be brought in advance before the Issue opens. (Format enclosed)

2. Company Secretary’s certificate pertaining to previous issues and intermediaries.(Format enclosed)

3. Certificate regarding promoter group and transaction of shares within promoter group. (Format enclosed)

4. Certificate regarding locked-in shares. (Format enclosed)5. Standard undertaking from the issuer company. (Format

enclosed)6. Mandate letter from the Company appointing the Registrars.7. Resolution for appointment of compliance Officer.8. Letter to RBI for various approvals (e.g. NRI allotment, etc.)9. relevant SIA/FIPB approvals10. consents of all lenders/trustees, if required, for making

the issue11. NOC from lenders for creating charge (applicable in

case of secured securities being issued)12. MoU with us and the Registrars13. SEBI draft for the requisite amount towards filing fees14. Letter from the Legal advisors certifying that the

Letter of Offer is in the prescribed format and is in compliance with various guidelines

Information required for BSE Initial Listing Application

1. Copy of Memorandum of Association/ Banking Nationalisation Act

2. Certified copies of Material contracts and Material Documents

3. The certified true copies of company’s relevant statement of bank account ( where in promoters contribution received by the company is reflected )

4. A statement of pre issue shareholders of the company ( if the list is long, it may be given in floppy in MS-Excel format )

5. Latest unaudited ( if audited is not available ) financial results of the company ( i.e. as on date of submission of draft prospectus or the date which is not earlier than 90 days prior to the submission of draft prospectus to BSE )



6. Client wise breakup of sales.7. Copies of orders and orders on hand.8. Details of investments made by the company.9. Names of Sundry Debtors and Creditors with age wise

analysis alongwith the amounts due to/from them.10. Business profile and financial highlights of Corporate

share holders and % of their shareholding.11. A copy of project report, if any.12. A copy of Synopsis of last five years Balance sheet, P&L

account and Cash flow statement.13. Certificate from the Statutory Auditor of the Company

confirming that the Company has complied with the Corporate Governance clause.

14. Processing fee of Rs.25,000/- in favour of “The Stock Exchange, Mumbai” payable at Mumbai.

15. IPO Fact Sheet (Proforma enclosed)

Standard BSE comments on Memorandum and Articles of Association are enclosed.

Information required for NSE Initial Listing Application

1. Memorandum and Articles of Association2. Brief note on Promoters and Management3. Company Profile4. Copies of Annual Report for last 3 years5. Term Loan Sanction Letter or Working Capital Sanction

Letter6. Details of Investor Grievance Handling Mechanism7. Certificate from the Statutory Auditor of the Company

confirming that the Company has complied with the Corporate Governance clause.

8. An undertaking to the effect that at least 10% or 25% (as may be applicable) of the post issue paid up capital is offered to the public in compliance with Rule 19(2) (b) of SC (R) Rules 1957

9. Detalied quarter wise break up of profit and loss account of the Company for the last eight quarters (hard and soft copy)

10. Detailed quarter-wise break up of assets and infrastructure of the Company and growth in the last eight quarters (Hard and Soft copy)

11. Detailed quarter-wise break up of technical and non technical staff of the Company and the growth in that respect in last eight quarters (Hard and Soft copy)

12. Shareholding pattern of the Company for the last three years

13. Certified true copy of Form 32 filed with ROC with regard to appointment of Company Secretary alongwith ROC Acknowledgement.



14. Certified true copies of the loan agreements with banks and financial institutions and a statement with respect to the latest outstanding loan and interest thereon from these institutions.

15. Undertaking given by the Company certifying that no disciplinary action taken by any stock exchange / regulatory authority and litigations against the company, its promoters, promoting companies, directors, group companies / subsidiaries in the past three years.

16. Confirmation that the promoting company / group company / subsidiary company has not been in default in payment of listing fees to any stock exchange in the last three years or has not been delisted or suspended in the past and not been proceeded against by SEBI or other regulatory authority in connection with investor related issues or otherwise.

17. Certificates stating (a) Track record in redressal of investor grievances

(b) Arrangements envisaged for servicing its investors. (c ) That no defaults in respect of payment of interest and/or principal to the debenture/ bond/fixed deposit holders.

18. Certificate in respect of the applicant and/or promoting company stating the following:

- It has been referred to the Board for Industrial and Financial Reconstruction(BIFR).

- Its networth has not been wiped out by the accumulating losses resulting in a negative networth.

- It as not received any winding up petition accepted by a court.



Authorised Signatory’s Certificate that promoters contribution will be brought in advance before the issue opens(Applicable only if promoters are requires to bring in fresh contribution in the public issue)

Date:

Securities & Exchange Board of IndiaGround Floor, Mittal Court, A Wing224 Nariman PointMumbai 400 021

Dear Sirs

Public issue/ Offer for Sale of _________Equity Shares of (Name of Issuer Company) of Rs.________ each for cash at a premium of Rs._____________ per share.

We confirm that the promoters’ contribution, including premium, I full will be brought in advance before the captioned issue / offer opens.

Yours faithfullyFor (name of the Issuer Company)




Standard undertaking from the issuer company

To

Date:

Securities and Exchange Board of IndiaGround Floor, Mittal Court, A Wing224 Nariman PointMumbai 400 021

Dear Sir,

The Company undertakes that

1. All the complaints received in respect of the Issue would be attended to expeditiously and satisfactorily

2. All steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within 7 working days of finalization of Basis of Allotment

3. The funds required for dispatch of refund orders/ allotment letters/ certificates by Registered Post shall be made available to the Registrars to the Issue by the Issuer

4. The dispatch of Share Certificates/ refund orders/ cancelled stock invests and demat credit is completed and the allotment and listing documents will be submitted to the Stock Exchanges within two working days of finalization of Basis of Allotment

5. The certificates of the securities/ refund orders to the Non-Resident Indians shall be dispatched within specified time

6. The Company agrees that it shall pay interest @ 15% p.a., except to applicants applying through Stock invests, if the allotment is not made and/ or the refund orders are not dispatched to the investors within 30 days from the date of closure of the Issue for the period of delay beyond 30 days.

7. No issue of securities shall be made till the securities offered through this Prospectus are listed or application moneys refunded on account of non-listing/ under subscription.

Thanking You

Yours faithfully

Promoter





Declaration of transactions in securities by the Promoter, their relatives and associates and directors of the Company

Date:

Securities and Exchange Board of IndiaGround Floor, Mittal Court, A wing224 Nariman PointMumbai 400 021

Dear Sirs,

Public issue/ Rights Issue/ Offer for Sale of ___________Equity Shares of (Name of Issuer Company) of Rs.___________each for cash at a premium of Rs.__________per share aggregating Rs._________.

This is to certify that during the past six months (i.e._______date of SE/ ROC filing) the promoters, their relatives and the directors of the Company have not undertaken/ finance directly or indirectly any transactions in the securities of the Company except the following

(Please give the details of the transactions including the nature of security, nature of the transaction, quantity of security, transaction price, transaction date)

Thanking You

Yours faithfully,For(name of the Issuer Company)

Company Secretary



Date : Securities and Exchange Board of India,Mittal Court, B Wing,224, First Floor,Nariman Point,Mumbai – 400 021.

Dear Sir,

Sub: Initial Public Issue of Equity Shares of our Company.

We hereby undertake to report all the transactions in the shares

transacted by the Promoters. The Promoter Group and their

immediate relatives of the Promoters during the period between

the date of filing of the Prospectus with the RoC and the date of

closure of the issue, to the Stock Exchanges concerned within 24

hours of the transaction.

Thanking you,

for (Name of the Issuer Company)

Managing Director



Date :

Securities and Exchange Board of India,Mittal Court, B Wing,224, Ist Floor,Nariman PointMumbai

Dear Sir,

Sub: Proposed Initial Public Issue of Equity Shares of our Company.

We hereby undertake that -

the requisite funds for the purpose of dispatching the refund orders/allotment advices/share certificates by registered post will be made available with the Registrar to the Issue.

the Company will apply for the listing of the shares at all the Stock Exchanges mentioned in the Prospectus and also take necessary steps to get the shares listed within the time frame prescribed.

there are no adverse events affecting the operations of the Company such as withdrawal or lapse of technical agreements, labour disputes, utility supplies etc.,

Thanking you,


Managing Director



Date : Securities and Exchange Board of India,Mittal Court, B Wing,224, Ist Floor,Nariman PointMumbai

Dear Sir,

Sub: Proposed Initial Public Issue of Equity Shares of our Company.

We hereby undertake that no publicity material or advertisement

will be released in violation of the extent SEBI guidelines on the

subject.

Risk factors will be mentioned wherever the highlights appear. This

will be complied with all the issue advertisements even the

highlights of the issue or project appear without caption in this

regard. All issue advertisements, publicity material brochure etc.,

will mention risk factors invariably even when the highlights are

not mentioned.

Thanking you,


Managing Director



Certificate to SEBI from Company Secretary pertaining to previous issues

Date

Securities and Exchange Board of IndiaGround Floor, Mittal Court, A Wing224, Nariman PointMumbai 400 021

Dear Sirs,

Proposed Public Issue of our Company

This is to confirm that

(a) All refund orders for the previous issues have been dispatched to the applicants within the prescribed time and in the prescribed manner.

(b) All shares / debenture certificate have been dispatched to the allottees within the prescribed time and in the prescribed manner; and

(c) The instrument(s) have been listed on the Stock Exchanges as specified in the respective previous offer documents


Company Secretary



PUBLIC ISSUE FACT SHEET

COMPANY :

REGD OFF ADDRESS :

IPO / SECONDARY : LISTING AT :NET OFFER TO INDIAN PUBLIC : NRI QUOTA

(YES/NO) FACE VALUE : PREMIUM : TOTAL

ISSUE PRICE:

LEAD MANAGERS : Karvy Investor Services Limited.

CATEGORY : I

BOOK BUILDING : PROMOTERS :

SHARE CAPITAL STRUCTURE :PRE-ISSUE POST ISSUE

NO. OF SHARES

% NO. OF

SHARES

%

PROMOTERS NRISFOREIGN CORPEMPLOYEESPUBLICTOTALNETWORTH PRE-ISSUE: POST ISSUE:

BRIEF HISTORY OF THE COMPANY: PRESENT BUSINESS : PROPOSED BUSINESS:

OTHER COMPANIES OF THE PROMOTERS / GROUP :

MANAGEMENT –DETAILS OF BOARD OF DIRECTORS

COLLABORATIONS / TIE – UPS:CHANGE OF NAME, IF ANY: OBJECTS OF ISSUE IS:

DETAILS OF PROJECT COST AND MEANS OF FINANCING:



3A) FINANCIAL PERFORMANCE FOR LAST 5 YEARS :(Rs lacs) :PARTICULARS YEAR

IYEAR II

YEAR III

YEAR IV

YEAR V

Sales(Net Sales)Operating ProfitsOther IncomeNet Profit before taxNet profit after tax3B) ASSETS & LIABILITIES: PARTICULARS YEA

R IYEAR II

YEAR III

YEAR IV

YEAR V

Total Fixed Assets(Net Block)InvestmentsTotal Current Assets, Loans & AdvancesTotal Liabilities

Total IncomeTotal Expenditure

3C) PERFORMANCE RATIOS :PARTICULARS YEA

R IYEAR II

YEAR III

YEAR IV

YEAR V

Earnings per share of Rs.10/-Return on Networth (%)Book Value per share Rs.

NETWORTH :



REVENUE COMPOSITION FOR LAST 5 FINANCIAL YEARS:PARTICULARS YEA

R IYEAR II

YEAR III

YEAR IV

YEAR V

Net SalesOther IncomeIncrease/(decrease) in Finished Goods.

DETAILS OF TOP 10 SUNDRY DEBTORS:

DETAILS OF TOP 10 SUNDRY CREDITORS:

DETAILS OF SECURED & UNSECURED LOANS:

MARKETING AND EXPORT: GEOGRAPHICAL CONCENTRATION:

CUSTOMER CONCENTRATION:

DETAILS OF OUTSTANDING LITIGATIONS/DEFAULTS & MATERIAL DEVELOPMENTS:

KEY RISK FACTORS: GOVERNMENT REGULATIONS OF CONCERN: APPRAISED BY :REGISTRAR :


Place:

Date:

MANAGING DIRECTOR



Dated this ____________

MEMORANDUM OF UNDERSTANDING

Between

(Name of the Issuer Company)(“Issuer”)

AND

KARVY INVESTOR SERVICES LIMITED (“Book Running Lead Manager”)



This Memorandum of Understanding (“MOU”) made at Hyderabad on ____________

Between

Name of the Issuer Company, a company incorporated under the Companies Act, 1956 having its Registered Office at ______________________________________, India (hereinafter referred to as “_________”or “Issuer”), which expression shall unless it is repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of ONE PART;

AND

KARVY INVESTOR SERVICES LIMITED a company registered under the Companies Act 1956 having it registered office at 46 Karvy House Avenue, 4 Street No 1, Banjara Hills Hyderabad 500034, (hereinafter referred to as “Karvy” and / or “Book Running Lead Manager” and / or “Manager”), which expression shall unless it is repugnant and permitted assigns).

The Issuer and the Book Running Lead Manager are hereinafter collectively referred to as the ‘Parties’ and individually as ‘Party’.

WHEREAS



A. The Issuer is proposing a public issue of ………….. equity shares of the face value of Rs.10/- each to be issued / allotted through the Book Building method at such price as may be determined or discovered based on the Book Building method, as agreed to by the Issuer in consultation with the Manager, in accordance with SEBI Guidelines (as defined below) and other applicable Indian laws.

B. The Issue has been authorized pursuant to a resolution of the Board of Directors of the Company adopted at its meeting held on ………….2005 and by a special resolution adopted pursuant to Section 81(1A) of the Companies Act 1956 at the Extra Ordinary General Meeting of the Company held on ………., 2005.

C. The Issuer has approached and appointed Karvy as the Book Running Lead Manager to manage the Issue and the Manager has accepted the Engagement (as defined below), subject to the execution of customary underwriting agreements between the Parties to the Issue and subject to Issuer entering into a Memorandum of Understanding (MOU) with the Manager for the purpose being these presents.

NOW THERFORE, THE Issuer and the Manager do hereby agree as follows:

1. DEFINITIONS

1.1 In this MOU (including the recitals above and the Schedules hereto), except where the context otherwise requires the following words and expression shall mean the following. Words not defined in this MOU shall have the same meaning as set in the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus:

1.1.1 “Book building method” shall mean the book

building route as provided in Chapter XI of SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended from time to time;

1.1.2 “Bid/Offer Opening Date” shall mean the date on which the bids shall be started to be accepted, which date shall be notified in an English national newspaper, a Hindi national newspaper and a Marathi newspaper.



1.1.3 “Bid/Offer Closing Date” shall mean the date after which the bids shall not be accepted for the Issue which date shall be notified in a widely circulated English national newspaper, Hindi national newspaper and a Marathi newspaper.

1.1.4 “Bid-cum application form” shall mean the form in terms of which the bidder shall make an offer to subscribe to the Equity Shares of the Issuer and which will be considered as the applicant for purchase of the Equity Shares in terms of the Red Herring Prospectus;

1.1.5 “BSE” shall mean The Stock Exchange, Mumbai.

1.1.6 “Designated Stock Exchange” shall mean The National Stock Exchange of India Ltd.;

1.1.7 “Draft Red Herring Prospectus” shall mean the draft of the Red Herring Prospectus filed with SEBI at least 21 days prior to filing the Red Herring Prospectus with the Designated Stock Exchange;

1.1.8 “Engagement / Engagement Letter” as the context may require shall mean engagement pursuant to the engagement letters addressed by the Issuer to the Manager dated __________;

1.1.9 “Equity Share” shall mean of …………. equity shares of the face value of Rs 10/- each proposed to be issued by the Issuer to the public pursuant to the Issue;

1.1.10 “Issue” shall mean the public issue of the Equity Shares to be issued / allotted through the Book building method, at such price as may be determined or discovered based on the Book building method, as agreed to by the Issuer in consultation with the Manager in accordance with SEBI Guidelines (as defined below) and other applicable Indian Laws;

1.1.11 “MOU” shall have the same meaning as contained in the Preamble;

1.1.12 “NSE” shall mean The National Stock Exchange of India Ltd.;



1.1.13 “Issue Price” shall mean the final price at which the Equity Shares will be allotted in terms of Red Herring Prospectus and Prospectus;

1.1.14 “Prospectus” shall mean the Prospectus filed with the Registrar of the Companies (ROC) and the Designated Stock Exchange containing inter-alia, the Issue Price that is determined at the end of the Book building method, the size of the Issue and certain other information;

1.1.15 “Red Herring Prospectus” shall mean Red Herring Prospectus issued in accordance with section 60B of the Companies Act, 1956, which does not have complete particulars on the price at which the Equity Shares are issued and the size of the Issue, but carries the same obligations as are applicable in case of a Prospectus and will be filed with Designated Stock Exchange at least 3 days before the opening of the Issue. It will become the Prospectus after filing of the same with ROC and the Designated Stock Exchange, after determination of the price and allocation;

1.1.16 “SEBI” shall mean Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992; and

1.1.17 “SEBI Guidelines” shall mean SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended from time to time.

2. BOOK BUILDING

2.1 The collection of data regarding the number of Equity Shares and the price at which investors submits bids in the Issue (“Book”) would be run, and the Issue would be lead managed, by the Manager.

2.2 The Issuer shall be responsible for deciding the price of the Issue in consultation with the Manager.

2.3 All allocations made pursuant to the Issue shall be in accordance with the SEBI Guidelines and shall be undertaken by the Issuer in consultation with the Manager.



3. PAYMENTS

3.1 All payments to be made by the Issuer under this MOU and the Engagement Letter entered between the Issuer and Manager shall be made in Indian Rupees to each of the Manager at such address in India as may be intimated by the Manager in writing. All payments are subject to deductions on account of any taxes, charges, duties or levies applicable in connection to performance of services hereunder.

4. TERM AND TERMINATION

4.1 The Manager’s engagement shall commence as of the date specified in the Engagement Letter, and shall continue until the event of listing of the Equity Shares, unless terminated earlier pursuant to this MOU.

4.2 The Issuer and the Manager may terminate this MOU with mutual consent.

4.3 Notwithstanding anything stated in Clause 4.2 above, on the occurrence of the following force majeure conditions, the parties shall meet to mutually decide on the future course of action and in the event they fail to arrive at a mutually agreeable course of action within a period of fifteen days from the date on which the force majeure event occurred, then either of the Parties shall be entitled to terminate this MOU after the expiry of the said period of fifteen days by giving a written notice thereof to the other Party:

(i) a complete break down or dislocation of business in software and information technology markets affecting any or all of the cities of New Delhi, Mumbai, Kolkata, Chennai as a result of which the success of the Issue is likely to be prejudicially affected;

(ii) declaration of war or occurrence of insurrection civil commotion or any other serious or sustained financial, political or industrial emergency or disturbance, including civil commotion, affecting the software and information technology markets in any or all of the cities of New Delhi, Mumbai, Kolkata,



Chennai, as a result of which the success of the Issue is likely to be prejudicially affected;

(iii) any material adverse change in the financial or political conditions as a result of which trading generally on the BSE or in the NSE is suspended for a continuous period of more than 5 business days or future trading on the BSE or in the NSE is likely to be materially limited or restricted as a result of which the success of the Issue is likely to be prejudicially affected; or

(iv) any other event as may be agreed to between the Parties.

4.4 Notwithstanding anything stated in 4.3 above the Manager may terminate this MOU, if any time prior to the Issue opening date as notified in the Red Herring Prospectus, any of the representation / statements made by the Issuer in the Red Herring Prospectus, Prospectus, bid cum application form or in this MOU are or are found to be incorrect.

4.5 Upon termination of this MOU in accordance with this Article 4 the Parties to this MOU shall (except for any liability arising before or in relation to such termination and except as otherwise provided herein) be released and discharged from their respective obligations under or pursuant to this MOU.

5. SCOPE OF SERVICES

5.1 Without limiting the Scope of Services as described herein and subject to the inter-se scope of services letter dated …………., 2005 to be filed with SEBI and the Engagement Letter, the Manager shall among other things provide the following services in relation to the Issue:

a) Structuring of the Issue, undertaking listing process at the Stock Exchange as may be required under the prevailing frame work of guidelines for the Equity Shares issued pursuant to the Issue, by SEBI and the Stock Exchanges.

b) Assisting, together with other advisors and legal counsel in securing all necessary regulatory approvals.



c) Undertake due diligence activities and prepare the prospectus for filing with SEBI.

d) Along with the syndicate members (as defined in the Red Herring Prospectus filed with Designated Stock Exchange) develop the equity story for the Issue, articulate the key marketing themes and positioning of the Issuer.

e) Assist the Issuer in the appointment of the legal counsel. Registrars to the Issue, Advisors to the Issue, Printers and Advertising Agency.

f) Undertake pre-marketing and marketing activities. Collate feedback from investors, analyze such feedback and suggest an appropriate valuation range and in consultation with the Manager make final decision on the valuation range and the feed back received from the investors. The Manager however may seek the assistance of their overseas associate or subsidiary companies with regard to the scope of services.

g) Build and maintain the Book of demand during the road show / bidding period;

h) Assist the Issuer in obtain the required connectivity etc from the Bombay Stock Exchange and the National Stock Exchange in various cities for registration of electronic bids from the bidders; and

i) Perform and/or undertake all acts deeds and things necessary or incidental for the Issue, including co-ordination with the advisers or the Issuer.

5.2 In the event the Manager fails to perform his services or comply with his obligations, the Issuer shall be entitled to proceed against the defaulting Manager as per applicable law.

5.3 The obligations of the Manager shall be several and shall be liable or responsible for any act or omission by the other Manager.

6. ISSUE TERMS

6.1 The Issuer in consultation with Manager shall decide the terms of the Issue.



6.2 The Issuer shall not without the approval of the Manager file the Prospectus (whether Draft Red Herring or Red Herring or Final) with SEBI, Stock Exchanges or any other authorities whatsoever.

6.3 The Issuer shall jointly determine the Bid / Issue Opening and Bid Issue Closing Dates in consultation with the Manager.

6.4 The Issuer hereby declares that it has complied with or agree to comply with all the statutory formalities under all corporate fiscal economic legislation and any other statutes as are applicable to the Issuer and the Issue, including the Companies Act, 1956 and SEBI Guidelines and other relevant statutes circulars or communication issued by SEBI to enable the Issuer to make the Issue.

6.5 The Issuer shall enter into an Underwriting Agreement with the Managers which will include customary representations and warranties, force majeure provisions, lock in period provisions and provisions as to the indemnification of the Manager. The obligations of the parties to the Underwriting Agreement shall be determined by the terms and conditions contained in the Underwriting Agreement.

7. SUPPLYING OF INFORMATION AND DOCUMENTS

7.1 The Issuer undertakes and declares that they shall disclose to the Manager all the pending or potential litigation and any further litigation in relation to the Issuer, its subsidiaries associates, affiliates promoters and directors, if any or in relation to the Equity Shares till the listing of the Issue, irrespective of whether they affect the operations and finances of the Issuer or not and furnish relevant documents, papers, information relating to such litigation to enable the Manager to corroborate the information and statements given in the Draft Red Herring Prospectus / Red Herring Prospectus / final Prospectus.

7.2 The Issuer undertakes to furnish such relevant information and particulars regarding the Issue as may be required by the Manager to enable them to cause filing of such reports in time as may be required by SEBI and / or other regulatory bodies, to enable the Manager to file the due diligence



certificate at the time of filing of the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus with the designated stock exchange and also inform the investors in the manner advised by the Managers on an immediate basis.

7.3 The Issuer shall extend all the necessary facilities to the Manager to interact on any matter relevant to the Issue with the solicitors / legal advisors, auditors, consultants, advisors to the Issue the financial institutions, Issuer or any other organization and also with any other intermediaries including the Registrars to the Issue who may be associated with the Issue in any capacity whatsoever.

7.4 The Issuer undertakes to provide the Manager with all information and documents to enable the Managers to prepare the Red Herring Prospectus final Prospectus in compliance with legal requirements connected with the Issue as also the guidelines, instructions etc. issued by SEBI, the government of India and any other competent authority in this behalf and customary disclosure norms to enable the investors to make a well informed decision as to investment in the Issue.

7.5 The Issuer declares that any information made available to the Manager or any statement made in the Draft Red Herring Prospectus / Red Herring Prospectus final Prospectus would be complete and updated in all material respects and would be true and correct and that under no circumstances would they give any information or statement which is likely to mislead the Manager, the concerned regulatory authorities and / or investors.

7.6 The Issuer undertakes to furnish complete audited annual report(s), other relevant documents, papers etc. to enable the Manager to corroborate the information and statements given in the Draft Red Herring Prospectus / Red Herring Prospectus / final Prospectus.

7.7 The Issuer shall furnish such relevant information and particulars regarding the Issue as may be required by the Manager to enable them to cause filing of post-Issue reports as may be required by SEBI.



7.8 The Manager shall have the right to call for any reports, documents, papers, information etc necessary from the Issuer to enable them to certify that the statement made in the Draft Red Herring Prospectus / Red Herring Prospectus / final Prospectus are true and correct.

7.9 The Issuer shall keep the Manager informed, if it encounters any difficulties due to dis-location of communication system or any other material adverse circumstances, which are likely to prevent or which have prevented the Issuer from complying with its obligations, whether statutory or contractual in respect of any matter pertaining to the Issue, including matters pertaining to allotment and dispatch of refund orders/ shares/ certificates/ demat credits for the Equity Shares. The Issuer shall update the information provided to the Manager in case of any material change subsequent to distribution of Red Herring Prospectus to prospective investors and also subsequent to the submission of the final Prospectus, but prior to listing of securities.

7.10 The Issuer undertakes to sign on the Draft Red Herring Prospectus / Red Herring Prospectus to be filed with SEBI and Designated Stock Exchange and this signing off would be construed by the Issuer and the Manager and any statutory authority to mean that the Issuer agrees that the Draft Red Herring Prospectus / Red Herring Prospectus gives a fair, true and accurate description of the Issuer and the Equity Shares being issued in the Issue. The signing off also means that no relevant material information has been omitted to be stated in the said Red Herring Prospectus.

7.11 The Issuer authorizes the Manager to issue and circulate the Red Herring Prospectus to the prospective investors.

7.12 The Issuer acknowledges and agrees that all information documents statements required for the purpose related to the Issue / Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus would be signed / authenticated by their authorized signatories.

8. INDEPENDENT VERIFICATION BY MANAGER



8.1 The Issuer will, if so required extend such facilities as may be called for by the Manager to enable its representatives to visit the offices of the Issuer or such other place(s) to ascertain for themselves of the true state of affairs of the Issuer, and other facts relevant to the Issue. If, in the opinion of the Manager the verification of any of the aforesaid matters require hiring of services of technical, legal or other experts, in the specialized field, the issuer will permit access to such independent agency hired by the Manager to all relevant and material facts on record of the Issuer.

9. APPOINTMENT OF INTERMEDIARIES

9.1 The Issuer shall in consultation with the Manager, appoint intermediaries or other persons, such as Registrars to the Issue, Bankers to the Issue, Refund Bankers, Advertising Agencies, Printers for printing Prospectus, application forms, allotment advices / allotment letters / share certificates, refund orders or any other instruments circulars or advices.

9.2 When required the Issuer shall, in consultation with the Managers, enter into a memorandum of understanding with the concerned intermediary, associated with the issue clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such memorandum of understanding shall be furnished to the Manager.

9.3 The Manager shall not be responsible for any action / inaction of any intermediary unless the intermediary has functioned on such matter on the express instruction of the manager. However, the Manager shall co-ordinate the activities of all the intermediaries in the order that they perform their respective functions in accordance with their respective terms of engagement.

9.4 All cost and expense relating to the issue including costs relating to road shows, hotel and travel expenses of the issuer personnel etc., shall be borne by the issuer including the listing fees.

10. PUBLICITY FOR THE ISSUE

10.1 The Issuer shall obtain approval of the manager in respect of all issues, advertisements, publicity or any



other media communication in connection with the issue and shall make available to them the copies of all the issue related material. The Manager shall ensure that all advertisements prepared and released by the advertising agency or otherwise in connection with the issue conform to the regulations / guidelines etc. issued by the SEBI and instructions given by it from time to time. The issuer shall not make any statement, or release material other information, which is not contained in the Red Herring Prospectus / final prospectus, in any advertisements or at any press / broker / investors conferences without the prior approval of the Manager. The Issuer shall follow the restriction as prescribed by SEBI in respect of its corporate advertisements during the issue period.

11. POST ISSUE WORK

11.1 The issuer shall take such steps as are necessary to ensure the completion of allotment and transfer, and dispatch of letters of intimation / share certificates / demat credits and refund orders to the applicants soon after the basis of allotment has been approved by the designated stock exchange and in any case not later than the statutory time limit, if any, save and expect on account of reasons beyond its control, and in the event of failure to do so, pay interest to the applicants as provided in the Prospectus. The Issuer shall make the necessary applications to the stock exchanges, where its equity shares are to be listed and comply with all of the listing requirements.

11.2 The Issuer shall setup an Investor Grievance Redressal System to satisfy all issue related grievances to the satisfaction of the Manager.

11.3 The Issuer shall not resort to any legal proceedings in respect of any matter having bearing on the issue, except in consultation with and after receipt of the advise of the Manager, provided, however, if the Issuer receives no advise from the Manger within seven (7) days of the request from the Issuer, the Issuer may proceed to resort to, or defend, any legal proceedings in such manner as it may deem fit, provided further that, the Issuer may not seek any advise of the Manager in matters of urgent application.



11.4 The Issuer shall not access the money raised in the issue till the finalisation of the basis of allotment and completion of issue formalities till listing of the equity shares.

12. DUTIES OF THE MANAGER

12.1 The Manager, hereby, undertake to observe the code of conduct for Merchant Bankers prescribed by SEBI, taking due diligence and care in the preparation of offer document and manage the process diligently.

12.2 The services rendered by the Manager shall be performed in a professional manner with due diligence, on best effort basis and in an advisory capacity. The Manager shall not be held responsible for any acts of omission or commission of the Issuer, the issuer’s directors, agents, employees or authorised persons of the issuer.

13. CONFIDENTIALITY

13.1 Neither the Manager nor its respective directors, officers, employees or agents shall, in any manner, directly, or indirectly, communicate, publish, divulge or otherwise disclose, in whole or in part, any confidential information including information, pertaining to business secrets, operations, financial data or otherwise, to any person or use any confidential information in any way, expect in connection with the issue; provided, however the confidential information may be disclosed to the representatives of the Manager, who need to use the confidential information for the purpose of the Issue.

14. CONSEQUENCES OF BREACH

14.1 In the event of breach of any the conditions mentioned above, the non defaulting parties shall have the absolute right to take such action, as they may deem fit including but not limited to withdrawing from the Issue. Subject to applicable laws, in the event of a breach by any party, the defaulting party shall have the right to cure any such breach within a period of ten (10) days of the breach. The defaulting party shall immediately upon occurrence of a breach or the knowledge of the



breach give notice in writing in all the parties. In the event that the breach is not cured within the aforesaid period, the non-defaulting parties shall not be liable or responsible for the consequences, if any, resulting from such termination and withdrawal.

15. INDEMNITY

15.1 The issuer shall indemnify and keep indemnified, the Manager for its own account and their respective affiliates and all the respective directors, officers, employees, agents and controlling persons (each “Indemnified Party”) from and against any and all losses, liabilities, costs, claims, charges, actions, proceedings, damages, expenses or demands which they (or any of them) may incur or which may be made against them (or any of them) as a result of or arising out of, or in relation to this MOU, or due to, any misrepresentation, or alleged misrepresentation of a material fact contained in the draft Red Herring Prospectus / Red Herring Prospectus and Prospectus or omission or alleged omission there from of a material fact necessary, in order to make the statements therein, in light of the circumstances under which they were made not misleading, or which are determined by a court or arbitral tribunal of competent jurisdiction to have resulted from any bad faith, dishonesty, illegal or fraudulent acts, or the willful default or gross negligence on the part of the Issuer. Such indemnity will expand to include all reasonable costs, charges and expenses, which such indemnified party may pay or incur in investigating, disputing, or defending any such loss, liability, cost, claims, charge, demand or action or other proceeding. Provided however, the issuer will not be liable (under this clause 15.1) to the Manager to the extent that any loss, claim, damage or liability is found in a judgment by a court to have resulted solely and directly from the other Manager severally, as the case maybe, bad faith or gross negligence, or willful misconduct, in performing the services under this MOU.

15.2 The Manager agrees that after receiving a notice of an action, suit, proceeding or claim against any indemnified party or receipt of a notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification maybe sought from the issuer,



the Manager will notify the issuer in writing of the particulars there of and, will provide copies of all relevant documentation to the issuer, and unless the issuer assume the defence thereof, will keep the issuer informed of the progress thereof, and will discuss all significant actions proposed. The omission to notify the issuer shall not relive the issuer of any liability which the issuer may have to any indemnified party, except only to the extent that any such delay in or failure to give notice, as herein required, prejudices the defence of such action, suit or proceeding under this indemnity, have the Manager not so delayed in or failed to give the notice required hereunder.

15.3 The issuer shall be entitled, at its own expense, to participate in and, to the extent it may which to do so, assume the defence of such action, suit, proceeding, claim or investigation. Upon the issuer notifying the manager in writing of its election to assume the defence and retaining counsel, the issuer shall not be liable to the manager or any other indemnified party for any legal expenses subsequently incurred by them in the connection with such defence. If such defence is assumed by the issuer, throughout the course thereof, will provide copies of all relevant documentation to the Manager, will keep the Manager, advised of the progress thereof, and will discuss with the Manager all significant action proposed.

15.4 No indemnified party shall admit any liability or settle any action, writ proceeding, claim or investigation without the prior written consent of the Issuer, which shall not be unreasonably withheld. The issuer will not be liable for any settlement of any action, suit, proceeding, claim or investigation that any indemnified party makes without the written consent of the issuer.

15.5 The right of the issuer to assume the defence on behalf of the indemnified party set out above shall be subject to the following conditions:

i. No admission of liability or compromise whatsoever in connection with the claim or action may take place without the Manager prior written consent which shall not be unreasonably withheld.



ii. Notwithstanding the foregoing, the indemnified party shall have the right to employ its or their own counsel in any such case and also to undertake any action in connection with the investigation of preparation of or defence of any pending or threatened claim or any action or proceeding, arising there-from, whether or not such indemnified party is a party and whether or not such a claim, action, or proceeding is initiated or brought by or on behalf of the issuer, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the employment of such counsel shall have been authorised in writing by the issuer in connection with the defence of such action and (b) the issuer have not employed counsel to take charge of the defence of such action within a reasonable time after notice of commencement of the action.

15.6 The Manager confirms to the Issuer that they are responsible and liable to the Issuer for any contravention of the SEBI act, rules and regulations thereof. The Manager further confirms that it shall abide within the duties, functions, responsibilities and obligations under the SEBI (Merchant Bankers) Regulations, 1992.

15.7 This article 15 would survive the termination or expiry of the MOU subject to applicable laws.

16. ARBITRATION

16.1 If any dispute, difference or claim arises between the parties hereto in connection with this MOU, or the validity, interpretation, implementation or alleged breach of the terms of the MOU or anything done or omitted to be done pursuant to this MOU, the parties shall attempt in the first instance to resolve the same through negotiation. If the dispute is not resolved through negotiation within fifteen (15) days after commencement of discussions, then any party may refer the dispute for resolution to an arbitration tribunal consisting of three arbitrators (one to be appointed by the issuer, one by the Manager and the third by the two arbitrators so appointed). All proceedings in any such arbitration shall be conducted under the Arbitration and Conciliation Act, 1996 and shall be conducted in English. The arbitration shall take place in Mumbai, India and



shall be governed by laws of India. The parties shall share the costs of such arbitration equally unless otherwise awarded or fixed by the arbitral tribunal. The arbitral award shall state the reasons on which it is based.

17. GOVERNING LAW

17.1 This MOU shall be governed by and performed in accordance with the laws of India.

18. SEVERABILITY

18.1 If any provision or any portion of this MOU or the Engagement Letter is or becomes invalid or unenforceable, such invalidity or unenforceability, will not invalidate or render unenforceable the MOU / engagement letter but rather will be construed as if not containing the particular invalid or unenforceable provisions or portions thereof and the rights and obligations of the parties hereto will be construed and enforced accordingly. The parties hereto will use best reasonable efforts to negotiate and implement a substitute provision which is valid and enforceable and which as nearly as possible provides the parties hereto the benefits of the invalid or unenforceable provision.

19. BINDING EFFECT, ENTIRE UNDERSTANDING

19.1 These terms and condition will be binding on and inure to the benefit of the parties hereto, their successors, and permitted assigns. These terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the parties with respect to the Issue.

20. MISCELLANEOUS

20.1 No modification, alteration or amendment of this MOU or any of its terms or provisions shall be valid or legally binding on the parties unless made in writing duly executed by or on behalf of all the parties hereto.



20.2 The terms and conditions of this MOU are not assignable to any party hereto without the prior written consent of all the other parties hereto

20.3 Any notice between the parties hereto relating to MOU shall be strictly effective upon receipt and shall expect as otherwise expressly provided herein be sent by hand delivery, by registered post or airmail or by facsimile transmission to:

If to the Issuer:Name and address of the Issuer

If to the Manager:Karvy Investor Services Limited46 Karvy House Avenue, 4 Street No 1, Banjara Hills,Hyderabad – 500034, India.

20.4 Any notice sent to any party shall be marked to all the remaining parties to this MOU as well.

IN WITNESS WHEREOF the parties have caused there presents to be executed on the _________2005 at Hyderabad, India as hereinafter appearing.

For Issuer For Manager_______________________Limited Karvy Investor Services Limited

________________ ________________Authorised Signatory Authorised Signatory



Standard observations by BSE on Articles of Association of the Company

The Articles of Association of the company should contain the following provisions:

(A) FURTHER ISSUE OF SHARES

1 Where at the time after the expiry of two years from the formation of the company or at any time after the expiry of one year from the allotment of shares in the company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares either out of the unissued capital or out of the increased share capital then:

1. Such further shares shall be offered to the persons who at the date of the offer, are holders of the equity shares of the company, in proportion, as near as circumstances admit, to the capital paid up on those shares at the date.

2. Such offer shall be made by a notice specifying the number of shares offered and limiting a time not less than thirty days from the date of the offer and the offer if not accepted, will be deemed to have been declined.

3. The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in favour of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors may decline, without assigning any reason to allot any shares to any person in whose favour any member may, renounce the shares offered to him.

4. After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that the declines to accept the shares offered, the Board of Directors may dispose off them in such manner and to such person(s) as they may think, in their sole discretion fit.

2 Notwithstanding anything contained in sub-clause (1) thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (a) of sub-clause (1) hereof) in any manner whatsoever.

(a) If a special resolution to that effect is passed by the company in General Meeting, or



(b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal contained in the resolution moved in the general meeting (including the casting vote, if any, of the chairman) by the members who, being entitled to do so, vote in person, or, where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf that the proposal is most beneficial to the company.

3 Nothing in sub-clause © of (1) hereof shall be deemed:

(a)To extend the time within which the offer should be accepted; or

4 Nothing in this Article shall apply to the increase of the subscribed capital of the company caused by the exercise of an option attached to the debenture issued or loans raised by the company:

(a)To convert such debentures or loans into shares in the company; or

(ii) To subscribe for shares in the company (whether such option is conferred in these Articles or otherwise)

PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term:

(i) Either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with Rules, if any, made by that Government in this behalf; and

(j) In the case of debentures or loans or other than debentures issued to or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the company in General Meeting before the issue of the debentures or raising of the loans.

(B) SHARES AT THE DISPOSAL OF THE DIRECTORS

Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the company for the time being shall be under the control of the Directors who may issue, allot or



otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provisions= of section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided that opinion or right to call of shares shall not be given to any person or persons without the sanction of the company in the General Meeting.

( C ) LIMITATION OF TIME FOR ISSUE OF CERTIFICATES

Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in the name, or if the Directors so approve (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons the company shall not be borne to

(D) ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED:

If any certificate be worn out, defaced, mutilated, or torn or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, being given, an a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every certificates under the Article shall be



issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.

The provision of this Article shall mutatis mutandis apply to debentures of the company.

(E) DIRECTORS MAY REFYSE TO REGISTER TRANSFER

Subject to the provisions of Section 111 of the Act and Section 22A of the Securities Contracts (Regulation) Act, 1956, the Directors may, at their own absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with the company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except when the company has a lien on the shares. Transfer of shares / debentures in whatever lot shall not be refused.

(F) INSTRYMENT OF TRANSFER

The instrument of transfer shall be in writing and all provisions of Section 108 of the Companies Act, 1956 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

(G) NO FEE ON TRANSFER OR TRANSMISSION

No fees shall be charged for registration of transfer, transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document.



(H) PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST :

The Directors may, if they think fit, subject to the provisions thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advances has been made, the company may pay interest at such advance has been made, the company may pay interest at such rate, as the member paying such sum in advance and the Directors agree upon provided that money paid in advance of calls shall not confer a right to participate in profits or divided. The Directors may at any time repay the amount so advanced.

The member shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would but for such payment , become presently payable.

The Provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the Company.

(I) COMPANY’S LIEN ON SHARE / DEBENTURES :

The Company shall have a first and paramount lien upon all the shares/ debentures ( Other than fully paid-up shares/debentures) registered in the name of each member ( Whether solely or jointly with others ) and upon the proceeds of sale thereof for all moneys ( whether presently payable or not ) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full except. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.

(A) TERM OF ISSUE OF DEBENTURE :

Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any privileges and condition as to redemption, surrender,drawing,allotment of Directors and otherwise Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution.



(B) UNPAID OR UNCLAIMED DIVIDEND :

Where the company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted within 42 days from the date of declaration to any shareholder entitled to the payment of the dividend, the company shall within 7 days from the date of expiry of the said period of 42 days,open a special account in that behalf in any scheduled bank called “Unpaid Dividend of_____________________________________ Limited” and transfer to the said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted.

Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of three years from the date of such transfer, shall be transferred by the company to the general revenue account of the Central Government. A claim to any money so transferred to the general revenue account may be preferred to the Central Government by the shareholders to whom the money is due.

No unclaimed or unpaid dividend shall be forfeited by the Board.

Resolution to be passed by the Directors

10. Resolved that at the time of the next General Meeting of the Company the following items be included in agenda as special business:

“To consider and pass the following resolution : “ Resolution that Articles of Association of any Company be altered in the manner following:

Note: The entire Articles with the alternatives suggested by us should be incorporated in the Resolution.

11. Further Resolved that Directors do hereby undertake that pending the amendment of the Articles of Association of the Company at the next General Meeting as hereinbefore mentioned the Directors of the company will act in consonance with the terms of the proposed amendments to the Article of the Company.


