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15.
WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH
THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,
CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS
OF COMPLIANCE, PAGE NUMBER OF THE DRAFT LETTER OF OFFER WHERE THE
REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.
THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE
ISSUER FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES
ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI
FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD
MANAGER ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.
Disclaimer from the Issuer Company and the Lead Manager
Our Company, and the Lead Manager accept no responsibility for statements made otherwise than in this Draft
Letter of Offer or in the advertisement or any other material issued by or at the instance of the Issuer and that
anyone placing reliance on any other source of information would be doing so at his own risk.
Caution
All information shall be made available by the Lead Manager and the Company to the Equity Shareholders and
no selective or additional information would be available for a section of Equity Shareholders in any manner
whatsoever including road show presentations, research or sales reports or at collection centres or elsewhere,
after filing of this Draft Letter of Offer to SEBI.
Shareholders / Investors who invest in the Issue will be deemed to have represented to the Issuer Company and
Lead Manager and their respective directors, officers, employees, agents, affiliates and representatives that they
are eligible under all Applicable laws, rules, regulations, guidelines and approvals to acquire Equity shares of
Our Company, and are relying on independent advice / evaluation as to their ability and quantum of investment
in this issue.
Disclaimer In Respect Of Jurisdiction
This Draft Letter of Offer has been prepared under the provisions of Indian Law and the applicable rules and
regulations hereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate
court(s) in Mumbai, State of Maharashtra, India only. The Draft Letter of Offer was filed with SEBI for its
observations on [*], 2011. SEBI issued its observations on [*] and the final Letter of Offer has been filed with
the Stock Exchange as per the provisions of the Companies Act after incorporating SEBI observations.
The distribution of the Draft Letter of Offer and the Issue of Equity Shares on a Rights basis to persons in
certain jurisdictions outside India may be restricted by the legal requirements prevailing in those
jurisdictions. Any Person in whose possession this Draft Letter of Offer may come are required to inform
themselves about it and observe any such restrictions. No action has been or will be taken to permit this Issue in
any jurisdiction where action would be required for that purpose, except that this Draft Letter of Offer has
been filed with SEBI for observations and SEBI has given its observations. Accordingly, the Equity
Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Letter of Offer
may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall under any
circumstances create any implication that there has been no change in the Company’s affairs from the date
hereof or that the information contained herein is correct as of any time subsequent to this date.
193
Selling Restrictions
The distribution of this Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain
jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into
whose possession this Letter of Offer may come are required to inform themselves about and observe such
restrictions. The Company is making this Issue of Equity Shares on a rights basis to the Equity Shareholders of
the Company and will dispatch this Letter of Offer/Abridged Letter of Offer and CAF to Equity Shareholders
who have provided an Indian address.
No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for
that purpose, except that the Draft Letter of Offer was filed with SEBI for observations. Accordingly, the Equity
Shares may not be offered or sold, directly or indirectly, and this Letter of Offer may not be distributed in any
jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter
of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and,
those circumstances, this Letter of Offer must be treated as sent for information only and should not be copied
or redistributed. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the
Issue of the Equity Shares or the Rights Entitlements, distribute or send the same in or into the United States or
any other jurisdiction where to do so would or might contravene local securities laws or regulations. If this
Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek
to subscribe to the Equity Shares or the Rights Entitlements referred to in this Letter of Offer.
Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any
implication that there has been no change in the Company
’s affairs from the date hereof or that the information
contained herein is correct as of any time subsequent to this date.
United States Restrictions
NEITHER THE RIGHTS ENTITLEMENTS NOR THE SECURITIES THAT MAY BE PURCHASED
PURSUANT HERETO HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED
STATES” OR THE “U.S.”) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “US PERSONS” (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), EXCEPT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE RIGHTS REFERRED TO IN THIS DRAFT LETTER OF OFFER ARE
BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH
THIS DRAFT LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO
BE CONSTRUED AS, AN OFFERING OF ANY SHARES OR RIGHTS FOR SALE IN THE UNITED
STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SHARES
OR RIGHTS. ACCORDINGLY, THIS DRAFT LETTER OF OFFER SHOULD NOT BE
FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.
NEITHER THE COMPANY NOR ANY PERSON ACTING ON BEHALF OF THE COMPANY WILL
ACCEPT SUBSCRIPTIONS OR RENUNCIATIONS FROM ANY PERSON, OR THE AGENT OF
ANY PERSON, WHO APPEARS TO BE, OR WHO THE COMPANY OR ANY PERSON ACTING ON
BEHALF OF THE COMPANY HAS REASON TO BELIEVE IS, EITHER A “U.S. PERSON” (AS
DEFINED IN REGULATION S) OR OTHERWISE IN THE UNITED STATES. ANY PERSON
SUBSCRIBING TO THE EQUITY SHARES OFFERED HEREBY WILL BE DEEMED TO
REPRESENT THAT SUCH PERSON IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S)
OR OTHERWISE IN THE UNITED STATES AND HAS NOT VIOLATED ANY U.S. SECURITIES
LAWS IN CONNECTION WITH THE EXERCISE.
Designated Stock Exchange
The Designated Stock Exchange for the purpose of this Issue will be BSE.
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