Copy Of Legal Due Diligence - Comprehensive Chk List

Rajani Associates, Solicitors Solicitors & Advocates

Strictly Confidential

Legal Due Diligence Checklist

Below is a list ofdocuments and other information that are to examine and review in connection with the proposed Acquisition ofthe Company.This is a preliminary request, and upon review ofany materials provided to them hereunder, additional requests for documents or information may be forthcoming. Please furnish for their review copies ofthe requested documents or indicate in writing on a copy of this list that none exist.In addition, please provide a short summary ofeach oral agreement or arrangement and any circumstances that are responsive to the requests set forth below. Any documents identified as originals will be returned to you promptly. Unless otherwise indicated: (i) all requests are for any matters which are currently existing in effect or which have occurred within the last five years (even ifthey are not now existing or in effect ifsuch matters are material), except as otherwise noted, and (ii) each request applies to all past and present subsidiaries ofthe Company (“Subsidiary”) and affiliates (ifany)and all predecessors, whether corporations, partnerships or joint ventures (for purposes ofthis request, all such entities also are included in the term “BL ”or the “Company” and are referred to as such). "X" = Previouslyprovided;"H" = Provided herewith;"I" = Inapplicable X/H/ Responsi I ble [I]

BASIC CORPORATE CHARTER DOCUMENTS

1. Organization chart 2. Certified copy of the Certificate of incorporation and anyamendments thereto 3. Certified copy ofthe Memorandum ofAssociation 4. Certified copy ofthe Articles ofAssociation 5. Changes in corporate name or purpose;the supporting resolutions and the filings for the same 6. List ofsubsidiaries, affiliates, branches, partnerships, joint ventures, sales offices together with the following details: (i) Date ofacquisition/incorporation/commencement (ii) Date ofclosure/disposal/cessation

Appen Rem ark dix No. s

["X" = Previ ousl yprovi ded;"H" = Provi dedherewi t h;"I" = Inappl i cabl e]

X/H/ I 7. List of Board members as on date. 8. Members of Audit committee / Remuneration committee/Any other committee and their terms of reference 9. Name and address of Auditors 10. Name and address of Company Secretary/Compliance Officer 11. Name and address of legal advisor. 12. Minutes of the meetings of the Board of Directors, and committees of directors, including copies of notices of all such meetings where written notices were given, and copies of all written consents from date of incorporation to date. 13. Minutes of the meetings of the shareholders/ members from the date of incorporation to date. 14. Registers maintained by the Company (i)

Register of charges

(ii)

Register of members

(iii) Register of shares bought back under section 77A (iv) Foreign register of members (v) Registers of particulars of contracts in which directors are interested under section 301 (vi) Register of directors, managing director, manager and secretary under section 303 (vii) Register of directors’shareholding (viii) Register of loans under section 370 (ix) Register of investments or loans made, guarantee given or security provided under section 372A (x) Register of Renewed and Duplicate Certificates under Rule 7 of the Contracts (Issue of Share Certificates) Rules, 1960 15. All filings made with the Registrar of Companies upto date including but not limited to:

(i)

Annual Returns filed by the Company with the 2

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I Registrar of Companies and the receipts relating thereto (ii)

Balance Sheet filed with the Registrar of Companies and the receipts relating thereto

(iii) Compliance reports by the Company Secretary and receipts relating thereto (iv) Form no. 2 / Form no. 23 / Form no. 25C and receipts relating thereto. Please also disclose whether any shares had been allotted to 50 or more persons at one time in violation of section 67(3) of the Companies Act, 1956. (v)

Please also provide copies of all disclosures made u/s 299 in Form 24AA by all directors.

(vi) 81(1A) resolutions for the allotment of shares made by the Company prior to the IPO for all fresh allotments. (vii) Confirmation that the Company has not issued shares to more than 49 persons at one time in terms of Section 67(3) of the Companies Act. (viii) Resolutions regarding amendments to the Articles of Assocaition of the Company in terms of the requirements of the Stock Exchanges as required under Securities Contract Regulation Act and Rules thereunder. (ix) Intimation to the existing shareholders regarding the lock-in of shares for a period of one year from the allotment of shares in the Issue. (x)

In case further shares are issued to Promoters or the Promoters propose to subscribe to the shares in the Issue as Promoters Contribution, 81(1A) resolutions should also comply with Unlisted Public Companies (Preferential Allotment) Rules, 2003.

(xi) W here FII investment through the PIS route is raised beyond 24% of its share capital. Company to provide the resolution.

3

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I (xii) Filing of Form 32 for the appointment of Company Secretary and please confirm whether the appointment of the Company Secretary is in accordance with Section 383A of the Companies Act, 1956. (xiii) Form 21 with the ROC regarding any Scheme of Merger/Demerger or Reduction of Share Capital of the Company.

16. Please also provide copies of directors’ declaration u/s 274(1)(g) made for last two years 17. Copies of all Form 22A towards shareholders consent for calling any general meeting at shorter notice.

[II]

CAPITAL STOCK

1. Capitalization table showing summary of authorized, issued and paid-up capital 2. List of shareholders/ warrant holders/ debenture holders and the number of shares/ warrants/ debentures held by them 3. List of all stock transfer orders/legends 4. Samples of share certificates, options and any other outstanding securities 5. All material press releases issued by the Company especially in the last two months 6. Private placement memoranda 7. Agreements covering sale of shares 8. Any agreements and other documentation (including related permits) relating to repurchases (buy-back), redemptions, exchanges, conversions or similar transactions involving the Company' s securities 9. All stockholder, or other similar agreements covering any portion of the Company' s shares

4

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I 10. All agreements containing preemptive rights, right of first refusal or other preferential rights to acquire securities and any waivers or assignment of such rights

[III]

EMPLOYEE STOCK OPTION PLANS

1. Stock Option Plan and related agreements 2. List of outstanding options or similar securities including date of grant, exercise price, number of shares subject to options, names and addresses of option holders 3. Details of warrants issued, converted and equity shares allotted.

[IV]

STOCK EXCHANGES

ADR/ GDR 1. Listing agreements entered into with each stock exchange 2. Intimation to the stock exchanges on the ADRs issue in terms of the listing agreements 3. Permission from the stock exchanges for listing of the shares issued on the redemption of ADRs 4. A statement from the stock exchanges that the prelisting requirements relating to a domestic issue would not apply

COMPLIANCE 5. A copy of the certificate submitted to the stock exchanges related to the transfer of shares on a halfyearly basis 6. Copies of the correspondence (if any) with the stock exchange related to any shareholder complaints and any replies thereto 7. A copy of the arrangement with NSDL/CSDL or any other depository towards dematerialization of the Company’s shares or for any other purpose

5

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I 8. A copy of the Company’s plans and other preparation towards dematerialization of the Company’s shares 9. Copy of all forms and data filed with the stock exchanges in terms of the listing agreement towards distribution of dividend, director’s holding, etc 10. Any arrangement with stock exchange or Securities and Exchange Board of India (“SEBI”) or any regulatory authority towards any complaint or any other issue related to insider trading or the takeover regulations (if any). 11. All material press releases issued by the Company especially in the last two months. 12. Procedure and manual of insider trading and clearance of sale / purchase of shares under the said regulation. 13. Any correspondence from SEBI/Stock Exchange as to non compliance of any clause of listing agreements and company’s reply thereto.

[V] DOCUMENTS FOR PARENT / ANY MATERIAL SUBSIDIARY Same as those listed under Items I, II, III & IV above. [VI] CORPORATE FINANCE DATA 1. Consolidated audited financial statements and audited financial statements of Parent, Company and each Subsidiary. 2. List of banks and investment banks used since inception and the services availed. 3. Bank Statements. 4. Loan agreements, including loans with affiliates, subsidiaries and related parties. 5. Equity Financings Copies of any share purchase agreements with shareholders and related documents. 6. Convertible Debt Financings, if any.

6

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I 7. Bank line of credit agreements, including any amendments, renewal letters, notices, waivers, etc. 8. Lease Financings. 9. Other agreements evidencing outstanding loans to or guarantees by the Company. 10. List of capital commitments. 11. Contingent liabilities 12. Has there been any adverse remark or any adverse qualifications by the auditors on company’s accounts in last five years. 13. If so, the nature of said remarks or observation and company’s view on the same 14. Has there been any change in accounting policies or accounting standards by the company? If yes, details thereof.

[VII] OPERATIONS 1. List of major suppliers, showing the following details: (i) Total and type of purchases from each supplier during the last fiscal year (ii) Indication of which are sole sources, and contact names and phone numbers 2. Agreements relating to the above suppliers 3. List of top 5 accounts payable with contact names and phone numbers 4. Any other material contracts

[VIII] CUSTOMER INFORMATION 1. List of top 15 customers for the past two financial years 2. List of strategic relationships (Contact name, Phone number, revenue contribution, marketing agreements) 3. Summary showing the revenue by customer (For five

7

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I percent or more of revenue) 4. Brief description of any significant severed within the last two years

relationships

5. Company-financed customer purchase agreements, if any 6. Service contracts and marketing agreements, if any 7. Forms of warranties and guarantees provided to customers 8. Schedule of service price changes over past 3 fiscal years 9. Backlog of orders at the end of last 2 fiscal years and last 4 10. Fiscal quarters

[IX]

PRODUCTS

1. List the products (hardware and software) being distributed or under development by or for you. For each product, provide the following information: -

(i) Analysis of seasonality (ii) Primary competitors (iii) Market share (iv) Registered trademarks or trade names [X]

CONTRACTS/AGREEMENTS

1. Copies of standard form contracts 2. Sales, distribution, agreements

manufacturing

and

marketing

3. Summary of the terms of the joint ventures, strategic alliances, and corporate partnership agreements 4. Non-compete agreements, affecting the ability of the Company to compete 5. Summary and copies of government contracts

8

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I 6. Other material contracts

[XI]

LITIGATION

1. Summary of pending / potential disputes and investigations, including any Central, State or Local government claims or inquiries, showing the following details: -

(i)

Description of dispute

(ii)

Potential damages

(iii) Responses, if any, including letters from attorneys or any other agreements affecting the same 2. All letters from counsel sent to auditors for year-end and current interim audits, i.e. "litigation letters." 3. Any litigation settlement documents 4. Description of any warranty claims that have been made against the Company, Parent or any Subsidiary, or any partnership or joint venture and the resolution of such claim. 5. Any decrees, orders or judgments of courts or governmental agencies

6. Following details: x

All pending litigations (these would include litigations filed by the Promoters or Promoter group companies and litigations filed against these companies) in which the Promoters are involved, defaults to the financial institutions/ banks, non-payment of statutory dues and dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares by the Promoters and the companies/ firms promoted by the Promoters, shall be listed in the prospectus together with the amounts involved and the present status of such litigations/ defaults. The likely adverse effect of these litigations/ defaults, etc. on the financial performance of the company shall also be mentioned.

9

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I x

Further, the cases of pending litigations, defaults, etc. in respect of companies/ firms/ ventures with which the Promoters were associated in the past but are no longer associated shall also be disclosed in case their name(s) continues to be associated with particular litigation(s).

x

The above information is required to be furnished in addition to the litigations against the company or against any other company whose outcome could have a materially adverse effect of the position of the company.

x

Further, all the litigations against the Promoter or Directors involving violation of statutory regulations or criminal offence shall be furnished in the offer document

x

The pending proceedings initiated for economic offences against the Directors, the Promoters, companies and firms promoted by the Promoters shall be disclosed separately indicating their present status.

x

The details of the past cases in which penalties were imposed by the concerned authorities

x

Appropriately incorporate in the prospectus and as risk factor(s), information regarding pending litigations, defaults, non payment of statutory dues, proceedings initiated for economic offences/ civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board/ stock exchanges against the company/ Promoters and their other business ventures (irrespective of the fact whether they fall under the purview of Sec 370 (1B) of the Company's Act, 1956)/ Directors.

x

Criminal charges under the IPC and violations of securities law by the Directors/Promoters

x

Each of the outstanding litigations, disputes, overdues to banks/ financial institutions, defaults against banks/FIs, contingent liabilities not provided for, etc., pertaining to the company, the ventures/ companies promoted by the promoters/ whole time directors of the company, and the promoters/ directors themselves along with the nature of the litigation, quantum of funds involved have to be disclosed as separate risk factors. In this connection, it 10

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I may be noted that the proceedings initiated for economic offenses against promoter/promoter's companies/firms, etc., will have to be detailed under this paragraph, including the past cases where penalties have been awarded. x

All the pending litigations/ disputes (in which the promoters are involved) overdues/ defaults to the financial institutions/banks and instances of non-payment of statutory dues by the promoters and the companies/ firms promoted by the promoters should be listed out in the offer document together with the amounts involved and the present status. It should be noted that such listing is necessary irrespective of the fact whether these disputes, litigations have a bearing on the financial performance of the issuer company or not. However, the likely adverse effect of these disputes and litigations on the financial performance of the company should be mentioned wherever applicable.

x

In this context it may be noted that the cases of pending litigations, disputes, defaults, etc. in respect of companies to which the promoters were associated in the past but are no longer associated should also be disclosed in the event of their name being continued to be associated with the particular litigations.

x

The above information is required to be furnished in addition to the litigations against the company or against any other company whose outcome could have a materially adverse effect of the position of the company. Further all the litigations against the promoter or directors involving violation of statutory regulations or a criminal offence shall be continue to be furnished in the offer document.

x

The pending proceedings initiated for economic offences against the directors, the promoters, companies and firms promoted by the promoters should be disclosed separately indicating the status. The lead manager should note to furnish the details of the past cases in this regard, in which the penalties were imposed by the prescribed authorities.

x

The outstanding litigations, disputes pertaining to matters 11

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I likely to effect operations and finances of the company including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII of the Companies Act, 1956 would also continue to be furnished in the offer document in the prescribed format. x

Defaults of all litigation should include amount, date instituted, principal parties, charges/ allegations, courts before which the Litigation are pending, present status, implications on the issuer, provisions made in the financial statements shall be disclosed. [XII] INSURANCE 1. Schedules or copies of all material insurance policies of the Company covering property, liabilities and operations 2. Schedule of any other insurance policies in force such as "key person" policies, director indemnification policies or product liability policies, if any

[XIII PERSONNEL 1. Organizational charts by department and by legal entity 2. Number of employees by department and by functional area 3. Summary of key management personnel (officers, directors, others) with the following details:

(i)

Name

(ii)

Age

(iii)

Responsibilities

(iv)

Educational background

(v)

Recent employment experience

(vi)

Management perquisites

(vii) Salary paid to them in the last financial year

12

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I 4. Copies of Key Employment agreements 5. Founders agreements, management employment agreements and indemnification agreements and "golden parachute" agreements i.e. exit options given to management, if any 6. Confidentiality agreements with the Company 7. Non-compete contracts 8. Proprietary information and inventions agreements with the employees and Company 9. Corporate personnel policies and procedures 10. Agreements for loans to and any other agreements (including consulting and employment contracts) with officers or directors, whether or not now outstanding, including

(i) Loans to purchase shares (ii) Consulting contracts 11. Description of any transactions between the Company and any "insider" (i.e., any officer, director, or owner of a substantial amount of the Company's securities) or any associate of an "insider" or between or involving any 2 or more such "insiders." 12. Schedule of all compensation paid during the last five fiscal years to officers, directors and key employees showing separately salary, bonuses and non-cash compensation (e.g., use of cars, property, etc.) 13. Description of commissions paid to managers, agents or other employees since inception of the Company 14. Employee benefit, pension, profit sharing, compensation and other plans, Public Provident Fund, Gratuity, etc 15. Copies of any filings with statutory authorities 16. Confirm that there are no union contracts, collective bargaining agreements or any pending or threatened

13

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I union negotiations, if yes, please provide copies 17. List of any policies/practices which the Company follows with respect to intellectual property 18. Employment agreements containing clauses relating to the ownership and use of intellectual property

[XIV]

INTELLECTUAL PROPERTY

[A] GENERAL 1. Name of the law firm that handles patent, trademark or copyrights matters for the Company and the contact person there 2. Details of any correspondence from third parties regarding potential infringement of intellectual property rights of others 3. Details of pending or decided litigation by or against 4. Company involving IPR (proceedings instituted) 5. Details of any correspondence from third parties regarding potential infringement by the Company of third party’s intellectual property rights (proceedings being defended) 6. List of all domain names in various extensions (e.g. “.com", ".net", ".co, .in", etc) alongwith date of registration and dates of expiry 7. Details of any domain name or intellectual property disputes pending before any international authority / body such as the World Intellectual Property Organization 8. Name of the law firm that handles patent, trademark or copyrights matters for the Company and the contact person there

[B] PATENTS 1. List and copies of all (Indian or foreign) patents and patent applications held by the Company or its affiliates, if any

14

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I 2. Names of inventors and copies Assignment in favour of the Company

of

Deeds

of

3. Search Report / Examination Reports in respect of pending applications and registered patents 4. Details of un-expired term of each Patent 5. List of inventions, which the Company is using, and list of countries in which the same is being used 6. List of inventions, which the Company is not using and last date of their use

[C] TRADE MARKS AND COPYRIGHT 1. List of trademarks, trade names, service marks, domain names or copyrights (registered/unregistered) owned by Company and details of their registration / applications 2. Names of authors of copyrighted work and copies of Deeds of Assignment in favour of the Company 3. Search Report / Examination Reports in respect of pending applications and registered trade marks, service marks 4. Details of renewal status of registered trade marks, service marks and domain names 5. List of trademarks, trade names, service marks, domain names or copyrights which the Company is using and list of countries in which the same are being used 6. List of trademarks, trade names, service marks, domain names or copyrights which the Company is not using – date of last user

[D] TRADE SECRETS 1. List of proprietary processes controlled Company and other trade secrets

by the

2. Copies of Non-disclosure Agreements, if any

15

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I [E] LICENSING 1. Copies of inbound and outbound - service/ License/ exclusive License/ Mortgage Agreements in respect of Intellectual Property 2. Details entered on the Register of Trade Mark/ Copyright/ Patent 3. Source Code Escrow Agreement [F] TECHNOLOGY TRANSFER 1. List of any technology owned or developed by third parties and acquired by the Company and copies of all documents evidencing the transfer thereof. 2. Copies of all relevant assignment documents 3. List of technology, which the Company jointly owns with a third party 4. List of technology incorporated in the Company technology – copies of agreements related to this 5. Joint Development Agreements

[XV]

GOVERNMENTAL REGULATIONS AND FILINGS

1. Registration with the various governmental agencies and bodies, including but not limited to registrations under: such as under the, Shops and Commercial establishments Act, etc.

(i)

Employees Provident Funds Act, 1952

(ii)

Employees Insurance Act, 1948

(iii)

Payment of Gratuity Act

(iv)

Shops & Establishment Act

(v)

Income Tax Act, 1961

(vi)

Industrial Disputes Act, 1949.

(vii) Central Sales Tax Act, 1956 (viii) Profession Tax 16

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I (ix)

Service Tax

(x)

Minimum Wages Act

(xi)

Workmens’ Compensation Act

(xii) Factories Act (xiii) Any other applicable Act.

2. Summary of all material inquiries by a governmental agency (if any) 3. Status of governmental renegotiation (if any)

contracts

subject

to

4. Permits for conduct of business

[XVI]

TAX LIABILITY

[A] DIRECT TAXES 1. Copies of income tax returns filed alongwith all the annexures 2. Tax audit reports alongwith the annexures 3. Details of advance taxes paid during the current financial year together with requisite supportings and any potential liability which may arise at the time of the next instalment for short payment or deferment of advance tax

4. Withholding taxes

(i) Taxability and/or potential liability to TDS in respect of payments made to non-residents on account of any of the following items: 1. Royalty (including software imports) 2. Fees for technical services 3. Interest on borrowed funds 4. Consultancy fees

17

Responsi ble

Appen dix No.

Remark s

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

X/H/ I

Responsi ble

Appen dix No.

Remark s

5. Any other payments (ii) Certificate from the auditors that taxes have been properly deducted at source, wherever applicable, and have been deposited within the specified time

5. Tax liability in respect of business income or any other income outside India and details thereof 6. Details of pending tax litigations, if any, in any other jurisdiction arising out of such tax liability 7. Tax liability arising out of ESOP schemes already implemented 8. Status of assessments (in the following format)

Assessme nt Year

Status Pending at (completed which level / pending)

Dispute details

Tax liability (Rs.)

9. Details of any penalty / tax recovery proceedings initiated against the Company 10. Details of applications, if any, made to the Authority for Advance Ruling 11. Details of applications, if any, made to Income Tax Authorities under section 195 or 197 of the Income Tax Act, 1961 12. Copies of TDS returns filed

18

Interest liability (Rs.)

Provision made, ifyes,details (Rs.)

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

13. Transfer pricing regulations

(i) Whether the transfer pricing regulations are applicable to the company, if yes, provide details (ii) Whether the company has complied with all the procedures required under Chapter X including submission of the accountant’s report within the prescribed time (iii) If not, the potential liability for non-compliance

14. Status of shareholding in the following format in respect of each undertaking for which the company is claiming deduction under section 10A/B

Details of shareholding as at the end of the financial year in which the undertaking was set up

Percentage of shareholding carrying voting rights

Details of shareholding as at the end of each subsequent financial year

X

X

Y

Y

Z

A

15. Details of loss of eligibility of any undertaking to claim benefit under section 10A/B by virtue of the change in shareholding as per Explanation 1 to section 10A/B 16. Certificate from the auditor that the undertaking/s are eligible to claim deduction under section 10A/B 17. Carry forward and set-off of losses

(i) Details of change in shareholding, if any, which has impacted the eligibility of the company to carry forward and set-off losses as per the provisions of section 79 (ii) Certificate from the auditor that the company is eligible to carry forward and set-off losses as per the provisions of section 79

19

Percentage of shareholding carrying voting rights as at the end of each subsequent financial year

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

18. Certificate from the auditor that company is eligible to claim the loss, if any, arising on purchase and sale of securities or units and that such loss is not to be ignored as per the provisions of section 94

[B] INDIRECT TAXES 1. Details of Company’s services / products (raw materials, consumables, finished products) assessable to indirect taxes 2. Details of any taxes/duties, interest and/or penalties outstanding thereon 3. Details of returns filed, whether filed within the statutory time period 4. Details any penalty / tax recovery proceedings initiated against the Company, if any 5. Details of applications, if any, made to the Authority for Advance Rulings 6. Status of assessments (in the following format)

Assessme nt Year

Status (completed / pending)

Pending at which level

Dispute details

Tax liability (Rs.)

[XVIII] ENVIRONMENTAL MATTERS 1. Description of any hazardous materials used, stored, manufactured or located at any facility owned, leased, operated or used by the Company, Parent or any Subsidiary either now or in the past, or that the Company, Parent or any Subsidiary ships or transports, the quantities of hazardous materials on site at any time and the manner of storage and disposition. (Hazardous materials means any substance or any material containing a substance that

20

Interest liability (Rs.)

Provision made, if yes, details (Rs.)

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

could be considered toxic or hazardous under Central, state or local law, including solvents, petroleum, pesticides, paints, asbestos-containing materials, lead based batteries, radioactive materials and PCB containing transformers) 2. List of known any environmental liabilities, conditions or issues, including any copies of any notices of violation from any governmental agency, and a description of any pending or threatened regulatory, judicial, administrative or other actions relating to environmental matters, or any known violations or potential violations of applicable environmental laws. 3. Copies of all local, state and central permit, certificates, registrations, plans and approvals relating to environmental matters. Copies of all pending applications for all local, state and central permit, certificates, registrations, plans and approvals relating to environmental matters. Any reports, notices or correspondence relating to any purported violation of environmental rules or regulations 4. Any reports, studies and other materials relating to environmental assessments or audits, whether internal or external, any engineering or consultant reports and any sampling results from any soil, air or water tests related to any real property or facility owned, leased or operated by the Company, Parent or any Subsidiary 5. Description of any business facility of the Company, Parent or any Subsidiary which emits or has emitted any discharge of hazardous materials into the air, soil or groundwater 6. Description of all wastes, hazardous and nonhazardous, which are disposed off on and off site, including locations of disposal and list of off-site recycling or disposal facilities. Please include any information concerning whether off-site facilities to which the Company, Parent or any Subsidiary has sent waste have been the subject of government proceedings

[XIX]

ASSETS

List of all cities and countries and states where property is 21

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

owned or leased or where employees are located, with approximate size and number of employees at each location

Details of

Location

Ownership

Year of

Encumberances i details

date

IMMOVEAB LE Freehold Leasehold Building Machinery Equipment Utilities Spare Capacity MOVEABLE

[XX] EXCHANGE CONTROLS 1. Details of any foreign investors / shareholders, if any 2. Details of any Technical Collaboration agreements entered into by the company, if any 3. Details of any payment to the foreign collaborator for use of trade-name or trade-mark 4. Details of monies raised by the Company by way of ADR/GDR issues 5. Details of any branch / WOS / JV set up by the Company outside India 6. Details of any foreign securities transferred by the

i

h

Charge,lien,pledge,hypothecation,mortgage,easements and any others. Ifinsured,give details thereof. 22

Litigation details

date

Insured

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

Company 7. Details of External Commercial Borrowings raised by the Company

[XXI] PROMOTERS 1. Age, qualifications, background and experience of the promoters. 2. Details of litigation against the promoters, pending statutory dues, defaults in payment to institutions by the promoters. If not, furnish a statement certifying the same. 3. Are there any Promoter group companies, for which an application has been made to the ROC for striking the name off from the Register of Companies, since the companies are defunct companies. 4. Indicate if the Promoters have any other interest in the business of the Company, other than as in the role of promoters (for instance, whether any other business which a promoter has any connection with the existing business of the Company). If it is expected that in future, the promoters would have an interest in the business of the company, attempt to quantify the impact of such an interest on the business of the Company. 5. Full particulars of the nature and extent of the interest, if any, of every director or promoteri.

in the promotion of the company; or

ii. in any property acquired by the company within two years of the date of the Offer Document or proposed to be acquired by it. iii. Where the interest of such a director or promoter consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm or company, in connection 23

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

with the promotion or formation of the company. 6. Any amount or benefit paid or given within the preceding three (3) years or intended to be paid or given to any promoter or officer and consideration for payment of giving of the benefit. 7. Disclose all transactions with Group/ subsidiary companies during the last three (3) years, indicating the nature of transactions and the cumulative value of transactions involved. 8. Changes in Promoters incorporation (if any)

or

Management

since

i. If original promoters are different from the existing management, details in respect of them. Also give reasons for the change in management in the past. ii. Details of changes in the Board of Directors of the Company during the last three years and a certificate to that effect. iii. Applicability and compliance of clauses 40A/40B of the listing agreement/ SEBI take over code, if applicable at the time of takeover by the existing promoters. 9. Details of the Group Companies, which had been listed in the past and subsequently de-listed: i.

Date of incorporation

ii.

Business of the Company

iii.

Date of listing the Company and date of delisting

Information regarding companies promoted by the same promoters: 1. Names and following details of all companies/ partnerships/ sole-proprietorships / firms / ventures promoted by the promoters of the Company, directly or indirectly, irrespective of whether these are covered under section 370 (1B) of the Companies Act, 1956 shall be given. Also give details of such ventures of the Promoters in the past, which may not be existent now

24

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

or which have been sold off. x

Date of incorporation

x

Equity Capital

x

Board of Directors

x

Share holding pattern

x

Nature of activities

x

Past financial performance for the last three years and any stub period that may be available (Audited) (Copies of Annual Report to be furnished)

Particulars Sales and other Income PAT Equity Capital Reserves * EPS (Rs.) Book Value (Rs.) * Net of revaluation reserves and misc.expenditure not written off (to be confirmed bythe company) 2. Details in relation to Group company (ies) is having negative networth, under BIFR supervision and/or under winding up. 3. If any of the above companies has made any public or rights issue, then the following information need to be disclosed for the last issue:

x

Type of Issue.

x

Nature of Security.

x

Issue price of the security.

x

Current market price.

x

Particulars of change in capital structure, if an since the date of the issue.

x

Statement on cost and progress of implementation 25

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

the project in comparison with the cost an implementation schedule mentioned in the off document. x

Statement regarding the adverse factors related such company regarding whether it has become sick company under BIFR or it has made loss in th immediately preceding year.

x

Copy of the offer document is required to b furnished.

4. Disclose the details of the Sales or purchase between companies in the promoter group where such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of the Company. 5. Details of pending litigations/defaults etc against each such company.

Information Company:

regarding

subsidiary companies

of

the

1. Furnish details of the subsidiary companies in the following format: x

Name

x

Date of Incorporation

x

Principal Business

x

Past financial performance for last three years in the following format (copies of Annual report to be furnished). If the subsidiaries follow a different accounting period from the Company/ in any other case, ensure the financial information cover the most recent 36 months and any stub period that may be available.

Particulars Sales and other Income PAT Equity Capital

26

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

Reserves * EPS (Rs.) Book Value (Rs.) * Net of revaluation reserves and misc. expenditure not written off (to be confirmed by subsidiary) 2. Details of pending litigations/defaults etc by and against each of the subsidiary (ies). 3. Memorandum and Articles of Association. 4. Give details of any business relation between the Subsidiaries inter-se and relations with the Company. 5. Shareholding Pattern. 6. Board of Directors. [XXII]

COMPLIANCE WITH CLAUSE 49 OF LISTING AGREMENT

1. Whether the Company has constituted the following Committees: i)

Audit Committee

ii)

Shareholders Grievance Committee

iii)

Remuneration Committee

2. Date of constitution of such Committees. 3. Audit Committee: x

Whether the Company has appointed atleast three (3) directors as members of the Audit Committee, two (2) of them must be Independent Directors;

x

Whether all the members have financial knowledge of which one (1) of them has accounting or related financial management expertise;

x

Whether the Chairman is an Independent Director.

4. Whether the Material Non-Listed Indian Subsidiary* Company has appointed atleast one (1) Independent Director (who is on the Board of Directors of the 27

["X" = Previously provided; "H" = Provided herewith; "I" = Inapplicable]

Company) as director on its Board of Directors. The term “material non-listed Indian subsidiary”shall mean an unlisted subsidiary,incorporated in India, whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively,of the listed holding company and its subsidiaries in the immediately preceding accounting year. Note: 9 Please provide the copies of the documents in spiral binded sets for our record. 9 Please certify the copies as “true”.

28