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A PROJECT REPORT ON

“IPO of VARAHI LIMITED”

A report submitted to Jagannath International Management school For the partial Fulfillment of PGDM PROGRAMME 2011-13

Submitted to: Dr. Neelam Tandon

Submitted by: Indu Singh

Jagannath International Management School
MOR Pocket-105, Kalkaji, New Delhi-110019

STUDENT UNDERTAKING

This is to certify that I have completed the Project titled “IPO of

SYNTAX CO.” in “Jagannath International Management School”
under the guidance of “Dr Neelam Tandon” in partial fulfillment of the requirement for the award of Programme of Post Graduate Diploma Management at Jagannath International Management School, Delhi. This is an original piece of work & I have not submitted it earlier elsewhere.

Indu Singh (32)

Delhi. under my guidance & direction. Dr. Kalkaji.CERTIFICATE This is to certify that the project titled “IPO of Snytax Co. To the best of my knowledge and belief the data & information presented by me in the project has not been submitted earlier. Neelam Tandon .” is an academic work done by “Indu Singh” submitted in the partial fulfillment of the requirement for the award of the Programme from Jagannath International Management School.

(Director. Finally I would like to thanks to our parents and our friends for their cooperation and help without whom work would be more than impossible. A special word of thanks is due to DR. competent existence and enthusiastic cooperation in the accomplishment of this minor report.Acknowledgement I would immensely like to express our gratitude to my project coordinator Dr Neelam Tandon for giving us the opportunity and pleasure to work under his guidance. JIMS) and to the entire staff of our institute library and the officials of the bank for their efficiency. Indu Singh (32) . (Cdr) Satish Seth. I convey my sincere thanks to Prof Dr Neelam Tandon for her painstaking effort in bringing out this project report in such an excellent form.

2006 .MAY. 2006 INDIA TODAY. APRIL.BIBLIOGRAPHY NEWS PAPERS: TIMES OF INDIA THE ECONOMIC TIMES MAGAZINES: BUSINESS WORLD BUSINESS TODAY INDIA TODAY PERIODICALS AND REPORTS : BUSINESS INDIA. MARCH.

Bankeer appointment by 6. 8. Refund check. POST-ISSUE 1. merchant banker. 5. Book issued by merchant banker and issued & submit to SEBI. 3. Prospectus issued to stock specialised finance consultants who book after market and registrars IPO 3. (B) Letter of regretion. Appointment of brokers. Appointment of registrar 4. IPO starrs(3-7 days) 9. Collection of forms. Brokers meeting in a company. (A) Letter of allotment. 4. marketing & Advertising. Listing of shares in NSE and BSE.T APPOINTMENT 1.Printing of forms 3. IPO Closed .D IPO PROCEDURE REAL PROCEDURE 1.Appointment of lawyers.Issue of share certificate.Meeting of B. 6. 2. 4. 7.Road shows. merchant banker.Appointment of merchant bankera and 2.O. 5. and transfer agent by 5. Allotment of shares. Over subscripyion and Under subscription. 2.

our Company was converted into a public limited company under the Companies Act. Our Company was incorporated as Syntax Co. issued by the ROC and the name of our Company was changed to Syntax Co. Industrial Area. Email: ipo@varahi. Website: www. 1956 vide Certificate of Incorporation bearing registration number 55-56515 of 1993-94 issued by the office of Registrar of Companies. New Delhi – 110 015.in . on December 17. 2006. Further.There has been no change in the Registered Office of our Company since incorporation. issued by the ROC. pursuant to a fresh certificate of incorporation dated May 12. Antony Varghese. 1956. Tel: +91 – 11 – 2510 7300. Fax: +91 – 11 – 2545 1504. Kirti Nagar. India. 2011. Delhi & Haryana (“ROC”).8/1. pursuant to fresh certificate of incorporation dated September 08.Syntax Co . The name of our Company was changed to Syntax Co. Registered Office: WZ .syntax. The Corporate Identification Number of our Company is U74899DL1993PLC056515. Compliance Officer.in. 1993 under the Companies Act. Contact Person: Mr.

Mahakali Caves Road.PROMOTERS: MR. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER. BOOK RUNNING LEAD MANAGER BATASON ……… Leading ideas BATASON CAPITAL ADVISOR PRIVATE LIMITED REGISTRAR TO THE ISSUE K I N G KING SERVICE PRIVATE LIMITED A – 102. Maharashtra.com Website: www. batasonadvisor E-2/3. LISTING The Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on BSE and NSE. respectively. THE FLOOR PRICE IS [•] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [●] TIMES OF THE FACE VALUE.000 LACS. Mumbai . Everest Grande.400 093. India Tel: +91 – 22 4043 0200 Fax: +91 – 22 2847 5207 . Saki Vihar Road. THE ISSUE WILL CONSTITUTE [●] % OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF OUR COMPANY.P SINGH AND MR. Andheri (East). (“COMPANY”. The In-Principle approvals from BSE and NSE for listing of the Equity Shares have been received vide to their letters dated [●] and [●]. AND ADVERTISED AT LEAST TWO (2) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. OR “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) AGGREGATING ` 11. Maharashtra. [●] shall be the Designated Stock Exchange. For the purposes of this Issue. Ansa Industrial Estate. K. Saki Naka. Andheri (East). JAGJIT SINGH PUBLIC ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH OF SYNTAX CO.syntax@batasonadvisor. Mumbai – 400 072. Tel: +91 – 22 4082 0921 / 0915 Fax: +91 – 22 4082 0999 Email: ipo. India.

com Investor grievance: investorgrievance@batasonadvisor. before making an investment in our Equity Shares.c Website: www. Prior to making an investment decision.com Contact Person: Mr. To obtain a complete understanding of our Company. Anuj Dikshit SEBI Registration Number: INR 0000013895 BID / ISSUE PROGRAMME BID/ISSUE OPENS ON BID/ISSUE CLOSES ON [●] [●] SECTION II . The risks described below are relevant to the industries our Company is engaged in.com Contact Person: Mr. Arun Babu SEBI Registration Number: INM 00013211 E-mail: ipo@ kingserviceonline. our Company and our Equity Shares.kingserviceonline.RISK FACTORS An investment in the Equity Shares involves a high degree of risk. Harish Vora / Mr. you should read this section in conjunction with the chapters titled Our Business and Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 92 and 177 respectively of the Draft Red Herring Prospectus as well as the other financial and statistical information contained in the Draft Red Herring Prospectus. including the risks and uncertainties summarised below.com Investor grievance: investor@ kingserviceonline. You should carefully consider all the information in the Draft Red Herring Prospectus. prospective investors should carefully consider all of the information contained in the section titled Financial Information beginning on page 148 of the Draft Red Herring .batasonadvisor.

we are not in a position to quantify financial or other implication of any risks mentioned herein. and is therefore subject to a legal and regulatory environment that may differ in certain respects from that of other countries. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. 2. The Draft Red Herring Prospectus also contains forward looking statements that involve risks and uncertainties. Some events may have an impact which is qualitative though not quantitative. Some events may not be material individually but may be material when considered collectively. our business. the financial data in this section is as per our financial statements prepared in accordance with Indian GAAP. financial condition and results of our operation could suffer material adverse effects. Some events may not be material at present but may have a material impact in the future. including the considerations described below and elsewhere in the Draft Red Herring Prospectus. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India. 1. If any one or more of the following risks as well as other risks and uncertainties discussed in the Draft Red Herring Prospectus were to occur. 3. and could cause the trading price of our Equity Shares and the value of investment in the Equity Shares to materially decline which could result in the loss of all or part of investment. The following factors have been considered for determining the materiality. These risks are not the only ones that our Company faces. Unless stated otherwise. Internal risks . Materiality The Risk factors have been determined on the basis of their materiality. Unless specified or quantified in the relevant risk factors below.Prospectus.

Our Company. tribunals.25 111. rules. nor can any assurance be given that no further liability will arise out of these claims.23 NIL NIL 5 1 3 1 1 . No assurances can be given that these legal proceedings will be decided in favour of our Company/ our Promoters/ Group Entities or that it may not have any adverse outcome. (IN LAKH) Type of Proceedings Number of matters 13 Cases filed against our Company Civil cases Tax Proceedings Total Cases filed against our Directors and Promoters Tax cases Total Cases filed by our Directors and Promoters Amount to the extent quantifiable 58 86. Any adverse decision in such proceedings may render us liable to claims/ penalties and may adversely affect our business and results of operations. and appellate authorities or other judicial authorities and if determined against us could have an adverse impact on our business including financial condition and results of operations. our Promoters. our Directors and our Group Entities are involved in certain legal proceedings including certain taxation matters. These proceedings are pending at different levels of adjudication before various courts. Should any new developments arise. our Company may need to make additional provisions in its financial statements that could increase expenses and current liabilities. There are certain legal proceedings involving us and our Directors. Any adverse decision may have a significant impact on our business and reputation and results of operations. enquiry officers. such as any change in Indian law that may have a retrospective effect on any cause of action that has already arisen.1. regulations or any orders against the parties by appellate courts or tribunals. our Promoters and our Group Entities.

if any. conflicts may arise in the ordinary course of our decision-making. Some of our Group Entities namely. The imposition and amount of such penalties / interests / costs are at the discretion of the tribunal or other judicial authorities before which the case is pending. Conflicts may also arise in the allocation of resources. The main activities of these entities entitle each of them to undertake and carry out activities that are similar or related to our business. M/s. Moreover.07 *The table above does not include those penalties. Hans Plastics and M/s. interests and costs. M/s. including contractors and intellectual property. Sataksi Polymers Private Limited. between these Group Entities and our Company. 2. which may lead to conflicts of interest. results of operations and financial condition. Although. please refer to the chapter titled ‗Outstanding Litigations and Material Developments„ beginning on page 189 of the Draft Red Herring Prospectus. which could lead to possible conflicts of interests and could adversely affect our business. our Promoters have no obligation to direct any opportunities to our Company in . or which the tribunal or other judicial authorities otherwise has the discretion to impose. Adhya Himalayan Waters. Among other situations.07 2.Civil cases Total Potential Litigation involving our Company Tax Cases Total Potential Litigation involving Promoters Tax matters Total Potential Litigation involving our Group Entities Tax matters Total 1 1 3 3 2 2 4 4 5 5 Not ascertainable Not ascertainable Not ascertainable Not ascertainable 2. Some of our Group Entities are engaged in similar line of activities to that of our Company. For further details regarding these legal proceedings. Mahodar Beverages are engaged in or could offer services that are related to similar line of activities as that of our Company. which may be imposed or which may arise out of demand have been pleaded but not quantified in the course of legal proceedings. our Company has entered into non-compete agreements with these Group Entities. V-Two Plastics Private Limited. if any. Such liability. would crystallize only on the order of the tribunal before which the respective matter(s) s / are pending. conflicts may also arise in connection with our negotiations and dealings with third parties with respect to services that they are expected to provide to us and the arrangements that we may enter into with them.

Our Company cannot assure that no conflict of interest will arise between the activities carried out by our Company with that of these Group Entities in future. or that we will be able to suitably resolve such a conflict without any adverse effect on our business and results of operations and financial condition. 2011 0. including potential conflicts of interest or otherwise.4 Year ended March 31. 3. prospects. For further details regarding the activities of each of these Group Entities and terms of the said memoranda. please refer to the chapter titled ―Our Group Entities‖ beginning on page 141 of the Draft Red Herring Prospectus. in course of business. our Company cannot assure you that it could not have achieved more favourable terms had such transactions been entered into with unrelated parties.35 1. There can be no assurance that such transactions. will not have an adverse effect on our Company„s business.respect of common business objectives. individually or in the aggregate. 2011 0 0 2.32 . Our Company has. There can be no assurance that these Group Entities will not provide comparable services.99 14. expand their presence or acquire interests in competing ventures in the locations in which we operate. entered into certain business transactions with related parties. Our Company has in the past entered into related party transactions and may continue to do so in the future. results of operations and financial condition. Our Company has entered into memoranda of understanding with each of these Group Entities for non-compete terms. The transactions by our Company with related parties as summarised from the financial statements is as given below: Particulars Purchase Sales Rent Quarter ended June 30. While our Company believes that all our related party transactions have been conducted on an arm„s length basis. with our Company.

2011 (1. 2009. our negative cash flow from Investing and Financing activities for FY 2007.25 86.93) (2189.Salary Legal & Professional Director Remuneration Staff welfare Job Works (Income) Security Fixed asset Purchase Fixed asset Sale Loan Taken Loan Repaid 0 0.89) (619. please refer to section titled “Related Party Transactions” in the chapter titled “Financial Statements” beginning on page 148 of the Draft Red Herring Prospectus.02 0.08 0 527.244. 2008.46) (517. 2010. 4.49) (1039.75 21.38 416 For more information on related party transactions.96) (2345. As per our Restated Financial Statements. 2011 are as follows: (in Lacs) Particulars FY 2007 Quarter ended June 30.78 9.15) FY 2008 FY 2009 FY 2010 FY 2011 Net cash from /(used in) Investing .78 0.89 0 0 4.18 0 0 0 0 277. Our Company has had a negative investing and financing cash flow in the past. 2011 and for the quarter ended June 30.92 0 43.

Activities Net cash from /(used in) Financing Activities * (445. of the Draft Red Herring Prospectus. Our Company has certain contingent liabilities that have not been provided for in its accounts and which. 2011 and June 30.79 31March2009 54. if materialises. 5.23) * * * * indicates positive cash flow Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its capital expenditure. it may adversely affect our business and financial condition.62 69. Our contingent liabilities as at March 31. excise duty. repay loans and make new investments without raising finance from external resources.62 . pay dividends. 2011.March2008 2007 69.73) (165. may adversely affect our financial condition.79 31March2011 54.79 31March2010 54. are as follows: (in Lacs) YEAR/PERIOD ENDED Disputed Entry Tax Demand. For further details please refer to the chapter titled „Financial Information and chapter titled Management s Discussion and Analysis of Financial Condition and Results of Operations as reflected in the Financial Statements beginning on pages 148 and 177 respectively. If we are not able to generate sufficient cash flow.79 3131March. sales tax Quarter Ended on 30-june2011 54.

62 716.P Singh Average Cost of acquisition(in Rs) 3. 4.00 0. 2011 and March 31.11 Lacs and 5466. as per our restated audited financial statements. with a copy to the relevant SCSBs. under Indian GAAP included in the Draft Red Herring Prospectus. The Net Asset Value per Equity Share as at June 30.00 387.000 Lacs. under Indian GAAP included in the Draft Red Herring Prospectus.00 1638.00 640.35 1196. number of Equity Shares for which the Bidder applied.Disputed Income Tax Demand Bills Discounted with Banks Guarantees Invoked by Buyer not provided in books Import Letter of Credits issued by Company's Bankers Guarantees given by Company's Bankers in normal course of Total 0 0 0. For contact details of the BRLM and the Compliance Officer.00 0. address of the Bidder. please refer to chapter titled ‗General Information beginning on page 37 of the Draft Red Herring Prospectus.00 640.93 1819. giving full details such as name.47 .79 0 0 0. 2011 and March 31.06 732. Public Issue of [●] Equity Shares of face value of `10/.77 790. For further details. please refer to chapter titled „Financial Information‟ beginning on page 148 of the Draft Red Herring Prospectus.34 Lacs respectively. 2. The average cost of acquisition per Equity Share by our Promoters is set forth in the table below: Name of the Promoter Mr.74 0 0 0.00 0 0 7. K.00 387. Investors may contact the BRLM for any complaint pertaining to the Issue.55 640.00 37.50 0 0 0.00 595.794. All grievances relating to ASBA may be addressed to the Registrar to the Issue.97 and 27.62 Prominent Notes: 1. 2011 was ` 5.each for cash at a price of `[●] per Equity Share(including share premium of ` [●] per Equity Share) aggregating to ` 11.84 716. 3.32 1441. as per our restated audited financial statements. ASBA Account number and the Designated Branch of the SCSBs where the ASBA Form has been submitted by the ASBA Bidder. 2011 was ` 28. Our Net Worth as at June 30.50 0 0 7. Bid Amounts blocked. The Issue will constitute [●] % of the post Issue paid-up capital of our Company.79 1376.33 respectively.

Our Promoters and Promoter Group„. Retail Bidders participating in this Issue may also utilise the ASBA process to submit their Bids. 8. Except as disclosed in Annexure on Related Party Transactions under chapter titled „Financial Information. 2011 and whereby. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The Issue is being made pursuant to Regulation 26(1) of the SEBI ICDR Regulations through the 100% Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (―QIBs‖) (―QIB Portion‖). Our Company has not changed its name in the past three years. shall participate in this Issue through the Application Supported by Blocked Amount ("ASBA") process. of the Draft Red Herring Prospectus. ‗Our Group Entities„ and ‗Our Management on pages 148. 1957. please refer to the chapter titled ‗Our Group Entities„ beginning on page 141 of the Draft Red Herring Prospectus. All potential non-retail Bidders. 7. Further. 141 and 124 respectively. including Mutual Funds. Jahjit Singh 3. please refer to the chapter titled „Issue Procedure‟ beginning on page 222 of the Draft Red Herring Prospectus. not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders subject to valid Bids being received at or above the Issue Price. Equity Shares will be offered to the public for subscription in accordance with Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules. Key Managerial Personnel or Group Entities have any business or other interest. 6. This being an Issue for Equity Shares representing more than 25% of the postIssue equity share capital of our Company. Directors. there was no amendment to the object clause of our Memorandum resulting from this change in name. by any other person. and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders. as amended ("SCRR"). of . subject to valid Bids being received at or above the Issue Price. For details. of the Draft Red Herring Prospectus. For details of Group Companies/Entities having business interest or other interests in our Company. our Directors and their relatives have financed the purchase. 9. other than to the extent of Equity Shares held by them and to the extent of the benefits arising out of such shareholding. none of our Promoters. There has been no financing arrangement whereby the Promoter Group. except the change resulting from the conversion of our Company into a public limited company on May 12.Mr. 137. For further details of our Company.82 5. please refer to the chapter ‗History and Certain Corporate Matters„ beginning on page 119. and the SEBI ICDR Regulations.

Registrar to the issue. This being an Issue for Equity Shares representing more than 25% of the postIssue equity share capital of our Company. in this case being Bata Sons Advisors Private Limited. The Issue Price shall be determined by our Company. subject to valid Bids being received at or above the Issue Price. subject to valid Bids being received at or above the Issue Price. BOOK BUILDING PROCESS Book Building refers to the process of collection of Bids made by the investors on the basis of the Red Herring Prospectus. including Mutual Funds. Further. BRLM. in this case being King Services Private Limited.securities of our Company during the period of six months immediately preceding the date of the Draft Red Herring Prospectus. In accordance with Regulation 26(4) of the SEBI ICDR Regulations. This Issue is being made in compliance with Regulation 26(1) of the SEBI ICDR Regulations and through the Book Building Process. and 6. in consultation with the Book Running Lead Manager. Syndicate Member(s) who are intermediaries registered with SEBI or registered as brokers with the Stock Exchange(s) and eligible to act as underwriters. Self Certified Syndicate Banks. Syndicate members are appointed by the BRLM. would be allowed to be met with spillover from any other category or combination of categories. regulations and guidelines. after the Bid/Issue Closing Date. Refund Bank(s). Under-subscription. at the discretion of our Company. 5. 4. in any category.000. and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders. subject to valid Bids being received at or above the Issue Price. Equity Shares will be offered to the public for subscription in accordance with Rule 19(2)(b)(i) of the SCRR and SEBI ICDR Regulations. please . The principal parties involved in the Book Building Process are: 1. The Issue is being made pursuant to Regulation 26(1) of the SEBI ICDR Regulations through the 100% Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (―QIBs‖) (―QIB Portion‖). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. Our Company. in consultation with the BRLM and the Designated Stock Exchange and in accordance with applicable laws. Banker(s) to the issue. 2. rules. if any. our Company shall ensure that the number of Allottees shall be not less than 1. not less than 15% of the Issue shall be available for allotment to Non Institutional Bidders and not less than 35% of the Issue shall be available for allotment to Retail Individual Bidders on a proportionate basis. For further details. 3.

Steps to be taken by the Bidders for making a Bid or application in this Issue: 1. as the case may be. QIBs and Non Institutional Investors are mandatorily required to utilise the ASBA facility to submit their Bids and participate in this Issue. allocation to QIBs will be on a proportionate basis. 3. For further details please refer to the chapter titled „Issue Procedure‟ beginning on page 222 of the Draft Red Herring Prospectus. Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI for this Issue. In this regard. Further. 5.e. For further details. please refer to the chapter titled ‗Issue Procedure„ beginning on page 222 of the Draft Red Herring Prospectus). The Book Building Process under the SEBI ICDR Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid in the Issue. Pursuant to SEBI circular number CIR/CFD/DIL/1/2011 dated April 29. Ensure that you have mentioned your PAN in the Bid cum Application Form or ASBA Form (for further details. Bidders . Attention of all QIBs is specifically drawn to the fact that all QIBs are required to pay the entire Bid Amount at the time of the submission of the Bid cum Application Form. Ensure that the Bid cum Application Form is duly completed as per the instructions given in the Red Herring Prospectus and in the respective forms. Specific attention of ASBA Bidders is invited to the chapter titled ‗Issue Procedure„ beginning on page 222 of the Draft Red Herring Prospectus. In accordance with the SEBI ICDR Regulations. 2011 all non. Check eligibility for making a bid (for further details. please refer to the chapter titled „Terms of the Issue and „Issue Procedure beginning on pages 217 and 222 respectively. our Company has appointed the BRLM to manage this Issue and procure subscriptions to this Issue. of the Draft Red Herring Prospectus. 4. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form. QIBs Bidding in the QIB Portion are not allowed to withdraw their Bids after the QIB Bid Closing Date.refer to the chapter titled ‗Issue Procedure„ beginning on page 222 of the Draft Red Herring Prospectus.retail Investors i. please refer to the chapter titled ‗Issue Procedure beginning on page 222 of the Draft Red Herring Prospectus). 2.

at or below 22„.00% The price discovery is a function of demand at various prices. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the bidding period.. issue size of 3. i.e.000 equity shares and receipt of five bids from bidders. i. and 7.00% 100. UNDERWRITING AGREEMENT .67% 50. Bid Quantity 5000 1000 1500 2000 1500 Bid Amount(Rs. Illustration of book building and price discovery process Bidders (excluding the Retail ASBA Bidders who can only bid at Cut-off price) can bid at any price within the Price Band.e. details of which are shown in the table below.) 24 23 22 21 20 Cumulative Quantity 5000 1500 3000 5000 7500 Subsciption 16. The Issuer. in chapter titled ‗Issue Procedure„ beginning on page 222 of the Draft Red Herring Prospectus). For instance. Bids by ASBA Bidders have to be submitted to the SCSBs at the Designated Branches or members of the syndicate (at ASBA Bidding Locations). The illustrative book below shows the demand for the equity shares of the issuer company at various prices and is collated from bids received from various investors. given in the Bid cum Application Form.are specifically requested not to submit their GIR number instead of the PAN as the Bid is liable to be rejected on this ground. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off.22„ in the above example. 6.00% 166. All bids at or above this issue price are valid bids and are considered for allocation in the respective categories. Ensure the correctness of your Demographic Details (as defined under the paragraph titled ‗Bidders Depository Account and Bank Account Details and PAN„. and the details recorded with your Depository Participant. in consultation with the BRLM will finalise the issue price at or below such cut-off price.67% 250.. ASBA Bidders should ensure that their bank accounts have adequate credit balance at the time of submission to the SCSBs to ensure that their ASBA Form is not rejected. assume a price band of ‗20 to 24„ per equity share.

the Underwriter. in addition to other obligations defined in the Underwriting Agreement. will also be required to procure subscriptions for/subscribe to Equity Shares to the extent of the defaulted amount. as specified therein. . Details of Underwriters Indicative Number of Amount Equity Shares to be Underwritten Underwritten [●] [●] [●] [●] [●] [●] The above table has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC. It is proposed that pursuant to the terms of the Underwriting Agreement. the resources of the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. the obligations of the Underwriter are several and are subject to certain conditions to closing.After the determination of the Issue Price but prior to the filing of the Prospectus with the RoC. In the opinion of our Board of Directors (based on a certificate dated [●] given by the Underwriters). Pursuant to the terms of the Underwriting Agreement. at its meeting held on [●] has accepted and entered into the Underwriting Agreement with the Underwriters. The abovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue. as specified in the underwriting agreement. Our Board of Directors. The Underwriting Agreement is dated [●] and has been approved by the Board of Directors. In the event of any default in payment. Notwithstanding the above table. the BRLM and the Member(s) of Syndicate shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. the BRLM shall be responsible for bringing in the amount devolved in the event that the Syndicate Member(s) do not fulfil their underwriting obligations. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC. The Underwriting shall be to the extent of the bids uploaded by the Underwriter including through its syndicates/sub-syndicates. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the table above.

The underwriting arrangements mentioned above shall not apply to the subscriptions by the ASBA Bidders in this Issue. .