DRAFT RED HERRING PROSPECTUSDated: 28th March, 2012

Please read section 60 B of the Companies Act, 1956100% Book Building Issue

BOOK RUNNING LEAD MANAGER

CORPORATE STRATEGIC ALLIANZ LIMITED402, Samedh Complex,Near Associated Petrol Pump,C.G. Road, Ahmedabad – 380 006, Gujarat- India.Tel No: +91-79- 2642 4138,TeleFax No: +91- 79- 4002 4670SEBI REGN NO: INM 000011260Email Id: ipocmil@csapl.comWebsite: www.csapl.comContact Person: Mr. Chetan Sharma

REGISTRAR TO THE ISSUE

SHAREPRO SERVICES (INDIA) PRIVATE LIMITED607/608,Sagar Tech Plaza,A Wing, Sakinaka Junction,Andheri (East), Mumbai – 400 072, Maharashtra – IndiaTel: +91-22- 61915402 / 5404,Fax: +91-22- 61915444SEBI REGN NO: INR000001476Email Id: ipo@shareproservices.comWebsite: www.shareproservices.comContact Person: Mr. Subhash Dhingreja/ Mr. Satheesh H. K.

Our Company was originally formed as Partnership firm under the name and style of C. Mahendra InfoJewels vide partnership deed dated 24th February, 2000 Subsequentlythe partnership firm was converted into Public Limited Company under part IX of the Companies Act, 1956 in the name C. Mahendra Infojewels Limited on 10th August2010. For further details in relation to the corporate history of our company, refer to the chapter titled “History and other corporate matters” beginning on page no 101 ofthe draft Red herring prospectus. Our Corporate Identity No. is CIN U36912GJ2010PLC061930.

REGISTERED OFFICE: 214/A, Paradise Complex, Sayaji Gunj, Vadodara- 390005. Tel. No.: +91-265-2363493, Fax No.: +91-265-2363493.CORPORATE OFFICE: Plot No 16(p) & 17, 28 & 29(p), Seepz(MIDC), Andheri (East), Mumbai 400096.

Tel. No.: +91-22-40707070, Fax No.: +91-22-28292258. Email: ipo@cminfojewels.com; Website: www.cminfojewels.com

Company Secretary: Ms. Shradha Bhimani. Contact Person/ Compliance Officer: Mr. Akash Parikh.

C. MAHENDRA INFOJEWELS LIMITED

PROMOTERS: MR. SHRIKANT PARIKH, MR. JESINGHBHAI PARIKH, MINAL INDUSTRIES LTD. and C. MAHENDRA JEWELS PVT. LTD.PUBLIC ISSUE OF 1,30,00,000 EQUITY SHARES OF ` 10/- EACH AT A PRICE OF ` [�] PER EQUITY SHARE (INCLUDING A PREMIUM OF ` [�] PEREQUITY SHARE) FOR CASH AGGREGATING UPTO ` [�] CRORES (THE “ISSUE”), BY C. MAHENDRA INFOJEWELS LIMITED (THE “COMPANY” ORTHE “ISSUER”). THE ISSUE WILL CONSTITUTE 34.21% OF THE FULLY DILUTED POST ISSUE PAID UP CAPITAL OF THE COMPANY.

ISSUE PROGRAM

BID/ISSUE OPENS ON : [�] BID/ISSUE CLOSES ON : [�]

PRICE BAND: ` [�] TO ` [�] PER EQUITY SHARE OF FACE VALUE OF ` 10 EACH.THE FACE VALUE OF THE EQUITY SHARES IS ` 10.

THE FLOOR PRICE IS [�] TIMES THE FACE VALUE AND THE CAP PRICE IS [�] TIMES THE FACE VALUEThe Price Band and the minimum bid lot size will be decided by our Company, in consultation with the Book Running Lead Manager and advertised at least two workingdays prior to the bid/issue opening date.

In case of revision in the Price Band, the Bidding/Issue Period shall be extended for three additional working days after such revision, subject to the Bidding / IssuePeriod not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding / Issue Period, if applicable, shall be widely disseminated by notificationto the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE), by issuing a press release and also by indicating the change on thewebsite of the Company, Book Running Lead Managers (“BRLM”) and the terminals of the ‘Syndicate member(s)’.The Issue is being made under sub-regulation (1) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and through the 100%Book Building Process, wherein upto 50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, out of which 5% shall be available forallocation on a proportionate basis to Mutual Funds only. The remainder of the QIB portion shall be available for allocation on a proportionate basis to QualifiedInstitutional Buyers, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than to 35% of the Net Issue shall beavailable for allocation on a proportionate basis to Retail Individual Bidders and not less than 15% of the Net Issue shall be available for allocation on a proportionatebasis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10/-each and the Issue Price of ` [�]/- per share is [�] times of the face value at the lower end of the Price Band and [�] times of the face value at the higher end of thePrice Band. The Issue Price (as determined and justified by the BRLM and our Company on basis of assessment of market demand for the Equity Shares by way of BookBuilding as stated in ‘Basis for Issue Price’) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurancecan be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded afterlisting.

IPO GRADING

This Issue has been graded by [�] and has been assigned the “IPO Grading [�]”, indicating [�]. For Details kindly refer ‘General Information’ beginning on page 35 and‘Material Contracts and Documents for Inspection’ beginning on page 343 of this Draft Red Herring Prospectus.

GENERAL RISK

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the riskof losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision,investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommendedor approved by the Securities and Exchange Board of India (‘SEBI’), nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investorsis invited to the section titled ‘Risk Factors’ beginning on page 14 of this Draft Red Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY

Issuer, having made all reasonable inquiries, accepts responsibility for and confirm that this Draft Red Herring Prospectus contains all information with regard to ourCompany and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all materialaspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission ofwhich makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any materialrespect.

LISTING ARRANGEMENT

The Equity Shares are proposed to be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). Our Company has receivedinprinciple approvals from BSE and NSE vide their letters dated [�] and [�] respectively. BSE shall be the Designated Stock Exchange for the purpose of this Issue.

* Our Company has not considered the option of allocation to/ participation by Anchor Investors.

TABLE OF CONTENTS CONTENTS PAGE SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS 1 COMPANY RELATED TERMS 1 TECHNICAL AND INDUSTRY RELATED TERMS 2 CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS 3 ISSUE RELATED TERMS 5 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 12 FORWARD LOOKING STATEMENTS 13 SECTION II – RISK FACTORS RISK FACTORS 14 SECTION III – INTRODUCTION SUMMARY OF INDUSTRY 24 SUMMARY OF BUSINESS 27 SUMMARY OF FINANCIAL INFORMATION 30 ISSUE DETAILS IN BRIEF 34 GENERAL INFORMATION 35 CAPITAL STRUCTURE 43 SECTION IV – PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE 53 BASIS FOR ISSUE PRICE 60 STATEMENT OF TAX BENEFITS 63 SECTION V – ABOUT US INDUSTRY OVERVIEW 74 BUSINESS OVERVIEW 87 KEY INDUSTRY REGULATIONS AND POLICIES 97 HISTORY AND OTHER CORPORATE MATTERS 101 OUR MANAGEMENT 103 OUR PROMOTERS AND THEIR BACK GROUND 116 RELATED PARTY TRANSACTIONS 124 DIVIDEND POLICY 125 SECTION VI – FINANCIAL INFORMATION AUDITORS REPORT AND FINANCIAL INFORMATION OF OUR

COMPANY 126

FINANCIAL INFORMATION OF OUR GROUP COMPANIES 149 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS 155

FINANCIAL INDEBTEDNESS 161 SECTION VII – LEGAL AND OTHER REGULATORY INFORMATION OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER

DISCLOSURES164

GOVERNMENT AND OTHER STATUTORY DISCLOSURES 185 OTHER REGULATORY AND STATUTORY DISCLOSURES 188 SECTION VIII – ISSUE RELATED INFORMATION TERMS OF THE ISSUE 199 ISSUE STRUCTURE 202 ISSUE PROCEDURE 205 SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 247 SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 343 DECLARATION 345

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SECTION I – GENERAL Definitions and Abbreviations

Unless the context otherwise requires, the terms and abbreviations stated here under shall have the meanings as assigned therewith. Terms Description “Our Company” or “Company” or “C mahendra Info Jewels Limited” or “CMIL”, “C Mahendra”, “The Issuer”.

Unless the context otherwise requires these words refer to C. Mahendra InfoJewels Limited, a public limited company incorporated under the Companies Act, 1956.

“We”, “Our”, “us”, The Group Unless the context otherwise requires, refers to the Company and its group companies , on a consolidation basis

Promoters Mr. Jesingbhai Parikh Mr. Shrikant Parikh Minal Industries Ltd. C. Mahendra Jewels Pvt. Ltd.

Promoter Group Companies, individuals and entities (other than companies) as defined under Regulation 2 sub-regulation (zb) of the SEBI ICDR Regulations.

Company Related Terms Terms Description Articles / Articles of Association / AOA

Articles of Association of our Company

Audit Committee Committee of Directors as constituted with Clause 49 of the Listing Agreement.

Auditors The Statutory auditors of our Company, being R.H. Modi & Co., Chartered Accountants.

Board of Directors/Board The Board of Directors of Our Company or a committee constituted thereof.

Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A body corporate registered under the SEBI (Depositories and

Participant)Regulations, 1996, as amended from time to time. Depository Participant A depository participant as defined under the Depositories Act. Director(s) Director(s) of our Company unless otherwise specified FEMA Foreign Exchange Management Act, 1999, as amended from time to

time, and the regulations framed thereunder. FII / Foreign Institutional Investor

Foreign Institutional Investor (as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India.

Financial Year / Fiscal / Fiscal Year/FY

Period of twelve months ended March 31 of that particular year, unless specifically stated otherwise.

GoI / Government The Government of India. FVC

Foreign Venture Capital Investor registered under the Securities and ExchangeBoard of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time.

I.T. Act / IT Act The Income Tax Act, 1961, as amended from time to time. I.T. Rules Inome Tax Rules, 1962, as amended from time to time. Indian GAAP Generally accepted accounting principles in India.

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Memorandum / MoA/ Memorandum of Association

The Memorandum of Association of our Company.

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time. Registered Office 214- A, Paradise Complex, Sayaji Gunj, Vadodara, 390005 RoC / Registrar of Companies

ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380013

SEBI The Securities and Exchange Board of India constituted under the SEBI Act,1992.

SEBI Act Securities and Exchange Board of India Act, 1992, read with rules and Regulations thereunder and amendments thereto as amended from time to time.

SEBI Rules and Regulations SEBI ICDR Regulations, SEBI (Underwriters) Regulations, 1993, as amended, the SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other relevant rules, regulations, guidelines, which SEBI may issue from time to time, including instructions and clarifications issued by SEBI from time to time.

VCFs / Venture Capital Fund Venture Capital Funds as defined in and registered with SEBI under the VCF Regulations.

VCF Regulations Securities Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended.

Technical and Industry Terms Terms Description BIS Bureau of Indian Standards BPP/ Best Practice Principles

The term used for a suite of criteria The DTC have compiled to ensure consumers buying diamond jewellery will be able to rely with confidence on the ethical standards of the industry. As part of this initiative, clients are required to undergo third party reviews to ensure that they are in compliance with the BPPcriteria

CAD Computer Aided Design CAM Computer Aided Manufacturing Carat

The unit for determining weight of gemstones, 1 carat being equal to 0.2 grams

CIT(A) Commissioner of Income Tax (Appeal) Conflict Diamonds A conflict diamond (also called a blood diamond) is a diamond mined in a

war zone and sold, usually clandestinely, in order to finance an insurgent or invading army‘s war efforts

CPD Cut and Polished Diamonds DGFT Director General of Foreign Trade DTA Domestic Tariff Area G&J Gems and Jewellery GJEPC Gem & Jewellery Export Promotion Council GOI Government of India ITAT Income Tax Appelate Tribunal Karatage Unit to determine the purity of gold KVA Kilo Vatt Ampere KW kilo-Watt LIBOR London Interbank Offered Rate MIDC Maharashtra Industrial Development Corporation ORP Organised Retail Penetration PLR Prime Lending Rate Rough Diamonds Diamonds as found in their natural state, prior to any polishing work being

Conducted

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SEEPZ Santacruz Electronic & Export Processing Zone SEZ Special economic zone Sightholder Companies selected as eligible to purchase diamonds from The Diamond

Trading Company under its supply and distribution arrangements known as Supplier of Choice

Studded Jewellery Jewellery made of gold/platinum/silver which are studded by diamonds and/or precious stones or semi-precious stones

VRV Veriable Refrigerant Volume WTPCG Whole Turnover Packing Credit Guarantee 916 916 is the grade by which purity of gold is measured for 22 carat jewels. Conventional and General Terms/ Abbreviations Terms Full Form Act or Companies Act Companies Act, 1956 , as amended from time to time ACJM Additional Chief Judicial Magistrate ADJ Additional District and Session Judge ADJ - I Court Additional District Judge AGM Annual General Meeting AAIFR Appellate Authority for Industrial and Financial Reconstruction ASBA Application Supported by Blocked Amount A/c Account AS Accounting Standards issued by the Institute of Chartered Accountants

of India AY Assessment Year BR Base Rate BG/LC Bank Guarantee/ Letter of Credit BRLM Book Running Lead Manager BSE Bombay Stock Exchange CAGR Compounded Annual Growth Rate CAN Confirmation of Allocation Note CMD Chairman & Managing Director CDSL Central Depository Services (India) Limited COP Certificate of Practice CJM Chief Judicial Magistrate DER Debt Equity Ratio DIN Director’s Identification Number DP/ Depository Participant A Depository Participant as defined under the Depository Participant

Act,1996 DP ID Depository Participants’ Identification DTC Diamond Trading Company. EBIDTA Earnings Before Interest, Depreciation, Tax and Amortisation ECS Electronic Clearing System EGM Extraordinary General Meeting EEGC Exchange Earners Foreign Currency EPS Earnings Per Share i.e. Profit After tax for a fiscal year divided by the

weighted average outstanding number of equity shares at the end of that fiscal year

FCNR Account Foreign Currency Non Resident Account established in accordance with the FEMA

Financial Year/ Fiscal Year/FY

The period of twelve months ended March 31st of that particular year

FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, read with rules and

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regulations there-under and as amended from time to time FII Foreign Institutional Investor (as defined under SEBI FII (Foreign

Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India

FIs Financial Institutions FSI Floor Space Index FIPB Foreign Investment Promotion Board FVCI Foreign Venture Capital Investor registered under the Securities and

Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time

GDP Gross Domestic Product GIR Number General Index Registry Number GoI/Government Government of India HUF Hindu Undivided Family IFRS International Financial Reporting Standard I.T. Act Income Tax Act, 1961, as amended from time to time IEC Importer Exporter Code Indian GAAP Generally Accepted Accounting Principles of India INR / ` / Rupees Indian Rupees, the legal currency of the Republic of India IPO Initial Public Offering JM-FS Judicial Magistrate - First Class JM Judicial Magistrate LOP Letter of Permit Mn / mn / Mln Million MoU Memorandum of Understanding NA Not Applicable NAV Net Asset Value NEFT National Electronic Fund Transfer NOC No Objection Certificate NR / Non Residents Non Resident NRE Account Non Resident External Account NRI Non Resident Indian, is a person resident outside India, as defined

under FEMA and the FEMA Regulations NRO Account Non Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange P/E Ratio Price / Earnings Ratio PAN Permanent Account Number allotted under the Income Tax Act,

1961, as amended from time to time p.a. Per Annum. PBT Profit Before Tax PIO Person of Indian Origin PLR Prime Lending Rate RBI Reserve Bank of India RoNW Return on Net Worth ROC Registrar of Companies RTGS Real Time Gross Settlement RBI Reserve Bank Of India SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to

time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from

time to Time RBI Act The Reserve Bank of India Act, 1934, as amended from time to time. SCSB Self Certified Syndicate Bank

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SDM Sub Divisional Magistrate SEBI The Securities and Exchange Board of India constituted under the

SEBI Act SEBI Act Securities and Exchange Board of India Act 1992, as amended from

time to Time SEBI Regulations/SEBI (ICDR) Regulations, 2009

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time

SICA Sick Industrial Companies (Special Provisions) Act, 1985. SEBI Insider Trading regulations

The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, including instructions and clarifications issued by SEBI from time to time.

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time

Stamp Act The Indian Stamp Act, 1899, as amended from time to time State Government The Government of a State of India TIN Tax Identification Number UIN Unique Identification Number USD/ US$ United States Dollars VAT Value Added Tax VCFs / Venture Capital Fund Venture Capital Funds as defined in and registered with SEBI under the

VCF Regulations. VCF Regulations Securities Exchange Board of India (Venture Capital Fund) Regulations,

1996, as amended. WGC World Gold Council Issue Related Terms Terms Description “Allot”, Allotment, Allotted/ Allotment of Equity Shares

Unless the context otherwise requires, Allotment of Equity Shares pursuant to this Issue

Auditors Application Form The form in terms of which the investors shall apply for the equity

shares of our Company AOA Article of Association of company Allottee A successful Bidders to whom Equity shares are allotted Application Supported by Blocked Amount/ ASBA

Application Supported by Blocked Amount means an application (whether physical or electronic) subscribing to an Issue containing an authorization to block the Bid Amount in their specified bank account with Self Certified Syndicate Bank

ASBA Public Issue Account Account maintained by an ASBA Bidder with an SCSB which will be blocked by such SCSB to the extent of the Bid Amount of the ASBA Bidder.

ASBA Bidders/Investor A Bidder / an Investor other than QIB Bidder, who intends to apply through ASBA process.

ASBA Form / ASBA Bid Cum Application Form

The Bid-cum-Application Form, whether physical or electronic, used by an ASBA Bidder to make a Bid, which will be considered as the application for Allotment for the purpose of Draft Red Herring Prospectus

ASBA Bid Revision Form The form used by ASBA Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid-cum-Application Forms or any previous Revision Form(s)

Bid An indication to make an offer made during the Bidding Period by a prospective investor pursuant to submission of a Bid-cum-

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Application Form to subscribe to the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto For the purposes of ASBA Bidders, it means an indication to make an offer during the Bidding Period by any Bidder other than QIB Bidder pursuant to the submission of an ASBA Bid-cum- Application Form to subscribe to the Equity Shares.

Bankers to Issue / Escrow Collection Banks

[�]

Bankers to our Company Bankers to our Company, [�]. Bid Lot/ Minimum bid lot [•] Equity Shares and in multiples of [•] Equity Shares thereafter Basis of Allotment Basis on which the Equity Shares will be Allotted, described in “Issue

Procedure”- Basis of Allotment” on Page [�] Bid Amount The highest value of the optional Bids indicated in the Bid-cum-

Application Form and payable by the Bidder on submission of the Bid for this Issue

Bid/ Issue Closing Date The date after which the Syndicate will not accept any Bids for the Issue, which shall be notified in a widely circulated English and Hindi national newspapers, and a regional language newspaper.

Bid-cum-Application Form / Bid Form

The form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of our Company and which will be considered as the application for allotment in terms of the Draft Red Herring Prospectus

Bid/ Issue Opening Date The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in widely circulated English and Hindi national newspapers and a regional language newspaper.

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Draft Red Herring Prospectus and the Bid-cum-Application Form, including an ASBA Bidder.

Bidding Centre (s) A centre for acceptance of the Bid cum Application Form. Bidding Period or Bidding/ Issue Period or Issue/ Bidding Period or Bid / Issue Period.

The period between the Bid / Issue Opening Date and the Bid / Issue Closing Date, inclusive of both days, during which prospective Bidders, other than Anchor Investors can submit their Bids, including any revisions thereof.

Book Building Process Book Building Process as provided under Schedule XI of SEBI (ICDR) Regulations, 2009, in terms of which this Issue is being made

BRLMs / Lead Manager Book Running Lead Manager to the issue, in this case being Corporate Strategic Allianz Limited

Brokers Brokers registered with any recognized Stock Exchange, appointed by the Members of the Syndicate

Board of Directors/ Board The Board of Directors of a company or committee constituted thereof. Business day Any day on which commercial banks are open for business CAN / Confirmation of Allocation Note

The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process, including any revisions thereof.

Cap Price The higher end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted in this as being ` [•]

Cut-off /Cut-off Price Any price within the Price Band finalized by our Company in consultation with the Lead Manager. A bid submitted at the Cut-off Price is a valid Bid at all price levels within the Price Band.

Controlling Branches Such branches of the SCSBs which co-ordinate Bids received under this Issue by the ASBA Bidders with the BRLMs, the

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Registrar to the Issue and the Stock Exchange(s) and a list of which is available at www.sebi.gov.in

Depository A body corporate registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended from time to time

Depository Participant NSDL and CDSL Depositories Act Depositories Act, 1996 as amended from time to time Designated Branches/ DBs Branch offices of the SCSBs which the respective SCSB has

identified as a designated branch at which the physical ASBA Form can be submitted by an ASBA Investor.

Designated Date The date on which funds are transferred from the Escrow Account of our Company to the Public Issue Account after the Red Herring Prospectus is filed with the RoC, following which the Board of Directors shall allot Equity Shares to successful bidders

Directors Directors of C. Mahendra Infojewels Ltd., unless otherwise specified are: Designated Stock Exchange BSE (Bombay Stock Exchange) Draft Red Herring Prospectus

The Draft Red Herring Prospectus dated [•], 2011, which does not have complete particulars on the price at which the Equity Shares are offered and size of the Issue, which was filed with the SEBI and Stock Exchanges. It will become a Red Herring Prospectus issued in accordance with the provisions of Section 60B of the Companies Act after filing with the RoC at least three days before the opening of the Issue. It will become a Red Herring Prospectus after filing with the RoC after determination of the Issue Price

Electronic ASBA Application / Bid

Submission of ASBA Bid-cum-Application Form electronically, by an ASBA Investor, through the internet banking facility offered by the SCSBs

Eligible NRI NRIs from such jurisdiction outside India where it is not unlawful for our Company to make this Issue or an invitation under this Issue and in relation to whom the D r a f t Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein.

Equity Shares Equity shares of our Company of face value of ` 10 each unless otherwise specified in the context thereof

Escrow Account An Account opened with Escrow Collection Bank(s) and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid

Escrow Agreement Agreement entered into amongst our Company, the Registrar to this Issue, the Escrow Collection Banks, the Lead Manager and the Syndicate Member(s) in relation to the collection of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected, to the Bidders

Escrow Collection Bank(S) The Banks, which are clearing members and registered with SEBI as Bankers to the issue at which escrow account will be opened,in this issue comprising(.)

FII Foreign Institutional Investors and sub-accounts, as defined under the FII Regulations and registered with the SEBI under applicable laws in India

Fiscal Period of twelve months ended 31March of that particular year, unless otherwise stated.

First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form

Floor Price The lower end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted in this case being ` [•]

FVCIs Foreign Venture Capital Investor as defined and registered with SEBI

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under SEBI Regulations 2000(Amended). GIR Number General Index Registration Number Indian National As Used in context of the Employee Reservation Portion, a citizen of

India as defined under Indian Citizenship act 1955 as amended, who is not an NRI.

Industrial Policy The industrial policy and guidelines issued there under by the ministry of industry, Government of India, time to time.

IPO Grading Agency [�], the credit rating agency appointed by our Company for grading this Issue.

Issue Public issue of 1,30,00,000 equity shares of ` 10/- each of the Company for cash at a price of ` [�] per equity share (including a share premium of ` [�] per equity share) aggregating to ` [�] Crores (the ‘Issue’)

Issue Agreement The agreement dated March 27, 2012 between the Company and the BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue.

Issue Management Team The team managing this Issue as set out in the chapter titled ‘General Information’ in the Draft Red Herring Prospectus

Issue Price The final price at which Equity Shares will be issued and allotted in term of the Red Herring Prospectus. The Issue Price will be decided by our Company in consultation with the Book Running Lead Manager on the Pricing Date

Issue Period The Issue period shall be [�], 2012 being the Bid/Issue Opening date, to [�], 2012 being the Bid/Issue Closing date

Issue Proceeds The proceeds of the Issue that will be available to our Company being upto ` [�] Crores.

Issue Account Account opened with merchant Banker(s) to the issue to receive monies from the escrow account for the issue on the designated date.

Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time

Margin Amount

The amount paid by the Bidder at the time of submission of the Bid, which may be 10% or 100% of the Bid Amount, as applicable.

Memorandum/ Memorandum of Association

The memorandum of association of the Company, as amended from time to time.

Mutual Fund Portion That portion of the Issue, being 5% of the QIB portion (assuming that the QIB portion is at least 50% of the Net Issue to Public available for allocation on a proportionate basis.

Net Issue The Issue is being 1,30,00,000 Equity Shares. Net Issue Proceeds The Issue Proceeds less the Issue expenses. Non Institutional Bidders All Bidders that are not Qualified Institutional Buyers or Retail

Individual Bidders and who have Bid for Equity Shares for an amount more than ` 2,00,000/-.

Non-Residents

All eligible Bidders, including Eligible NRIs, FIIs registered with SEBI and FVCIs registered with SEBI, who are not persons resident in India.

NRI/ Non-Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, each such term as defined under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended.

Non Institutional Portion The portion of this Issue being at least 15% of the Net Issue consisting of 19,50,000 Equity Shares of ` 10/- each aggregating ̀ [�] Crores, available for allocation to Non Institutional Bidders

Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is

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irrevocably held by NRIs directly or indirectly and which was in existence on October 03, 2003 and immediately before such date had taken benefits under the general permission granted to Overseas Corporate Bodies under the FEMA. Overseas Corporate Bodies are not permitted to invest in this Issue.

Pay-in Date Bid/Issue Closing Date or the last date specified in the CAN sent to Bidders receiving allocation who pay less than 100% Margin Amount at the time of bidding.

Pay – in – Period This term means (i) with respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/ IssueOpening Date and extending until the Bid/Issue Closing Date, (ii) with respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay- in Date as specified in the CAN.

Physical ASBA Application / Bid

ASBA Bid-cum-Application Forms submitted by an ASBA Investor physically with the designated branches of the SCSBs.

Price Band Being the Price Band of a minimum price (Floor Price) of ` [�] and the maximum price (Cap Price) of` [�] and includes revisions thereof. The Price Band and the minimum Bid lot size for the Issue will be decided by the Company in consultation with the BRLM and BRLM and advertised by us in all editions of the national newspapers (one each in English and Hindi) at least two days prior to the Bid/Issue Opening Date

Prospectus The prospectus, filed with the RoC after pricing containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information.

Pricing Date The date on which our Company in consultation with the BRLM & BRLM will finalizes the Issue Price

Public Issue Account

Account opened with the Bankers to the Issue to receive money from the Escrow Account for the Issue on the Designated Date.

Payment Through Electronic Transfer of Payments

Account opened with the Bankers to the Issue to receive monies from the Escrow Account and accounts of ASBA Investors for this Issue on the Designated date.

Qualified Institutional buyers / QIBs

“Qualified Institutional Buyer” means: (i) a mutual fund, venture capital fund and foreign venture capital investor registered with the Board; (ii) a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; (iii) a public financial institution as defined in section 4A of the Companies Act, 1956; (iv) a scheduled commercial bank; (v) a multilateral and bilateral development financial institution; (vi) a state industrial development corporation; (vii) an insurance company registered with the Insurance Regulatory and Development Authority; (viii) a provident fund with minimum corpus of twenty five crore rupees; (ix) a pension fund with minimum corpus of twenty five crore rupees; (x) National Investment Fund set up by resolution no. F. No 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; (xi) Insurance funds set up and managed by Army, Navy or Air Force of the Union of India (xii)Insurance funds set up and managed by the Department of Posts,

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India. QIB Portion Consists of at least 65,00,000 Equity Shares of ` 10/- each aggregating

` [�] Crores at least 50% of the Net Issue (available for allocation toQIBs on proportionate basis. 5% of the QIB Portion i.e. 3,25,000 Equity Shares shall be available for allocation on a proportionate basis to Mutual Funds only.

Refund Account The no-lien account maintained by the Refund Bank(s) to which the surplus money shall be transferred on the Designated Date.

Refund Bank The bank(s) which have been appointed / designated for the purpose of refunding the amount to investors (except ASBA Investors) either through the electronic mode as prescribed by SEBI and / or physical mode in accordance with the procedure contained in the Chapter titled “Issue Procedure” beginning on page [�] of the Draft Red Herring Prospectus.

Resident Retail Individual Investor /Resident Retail Individual Bidder

A Retail Individual Bidder who is a “person resident in India” (as defined in Foreign Exchange Management Act, 1999)

Restated Financial Statements

The audited financial statements of the company prepared in accordance with Indian Accounting Standards and the companies Act, 1956 and restated in accordance with the SEBI Regulations. The Restated Financial Statements are included in this Draft Red Herring Prospectus

Retail Portion The portion of this Issue being not less than 35% of the Issue i.e. 45,50,000 Equity Shares of ` 10 each available for allocation to Retail Individual Bidder(s).

Retail Individual Bidders Individual Bidders (including HUFs and NRIs) who have Bid for Equity Shares for an amount less than or equal to ` 2 lakh in any of the bidding options in the Issue.

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid-cum-Application Forms or any previous Revision Form(s)

Red Herring Prospectus/ RHP The Red Herring Prospectus to be issued in accordance with Section 60B of the Companies Act, which will not have complete particular of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three days before the bid/ Issue Opening date and will become Red Herring Prospectus after filing with the RoC after determination of the Issue Price

Registrar to the Issue or Registrar

In this case being Sharepro Services (India) Pvt. Ltd.

SEBI MAPIN Regulations The SEBI (Central Database of Market Participants) Regulations, 2003, as amended from time to time.

Self Certified Syndicate Bank (SCSB)

Self Certified Syndicate Bank (SCSB) is a Banker to an Issue registered under SEBI (Bankers to an Issue) account and a list of which is available on http://www.sebi.gov.in Regulations, 1994 and which offers the service of ASBA, including blocking of bank

Syndicate Collectively, the BRLM and the Syndicate Member(s) Syndicate Agreement The agreement to be entered into between our Company, BRLM, and

the Syndicate member(s), in relation to the collection of Bids in this Issue

Syndicate Member(s) Intermediary appointed in respect of the Issue, registered with SEBI and permitted to carry on activities as an underwriter,

Stock Exchange BSE (Bombay Stock Exchange) and NSE (National Stock Exchange) TRS or Transaction Registration Slip

The slip or document issued by the Syndicate Member(s) to the Bidder as proof of registration of the Bid on the online system of BSE

Underwriters The BRLM, and the Syndicate Member(s)

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U.S. GAAP Generally accepted accounting principles in the United States of America Underwriting Agreement The Agreement among the Underwriters and our Company to be

entered into on or after the Pricing Date.Underwriters The BRLMs and the Syndicate Members. VCFs

Venture Capital Fund as defined and registered with SEBI under the SEBI

Working Day All days other than Sunday or a public holiday (except during the Bidding Period, where a Working Day means all days other than Saturday, Sunday or a Public holiday), on which commercial banks in India are open for business

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PRESENTATION OF FINANCIAL INFORMATION AND MARKET DATA

Financial Data

Unless stated otherwise, the financial information used in the Prospectus derived from our financial statements prepared in accordance with Indian GAAP, Companies Act and the SEBI Regulations included elsewhere in this Prospectus. Our Financial Year commences on April 1 and ends on March 31 of the ensuing calendar year. Unless stated otherwise, references herein to a Financial Year (e.g., Financial Year 2010), are to the Financial Year ended March 31 of that particular year. In the Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding-off.

There are significant differences between Indian GAAP and U.S. GAAP; accordingly, the degree to which the Indian GAAP financial statements included in the Draft red herring prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, Companies Act and SEBI (ICDR) Regulations, 2009. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in the Draft red herring prospectus should accordingly be limited. Our Company has not attempted to explain these differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on financial data.

The Company C. Mahendra InfoJewels Limited was formed in 2000 in the form of Partnership under the name and style of C. Mahendra InfoJewels to carry on business of diamond Jewellery, gold, silver, precious stone and studded jewellery. Our Business was converted from Partnership firm to Public Company on 10.08.2010.

Market and Industry Data

Unless stated otherwise, industry data used throughout the Draft red herring prospectus has been obtained or derived from industry publications and/or publicly available government documents. Industry publications or publicly available government documents generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Accordingly, no investment decisions should be made based on such information. Although our Company believes that industry data used in the Draft red herring prospectus is reliable, it has not been verified by us or any other person connected with the Issue.

Currency of Presentation

All references to “Rupees” or “Rs.” or “``” are to Indian Rupees, the official currency of the Republic of India. All references to “US$” or “US Dollars” are to United States Dollars, the official currency of the United States of America.

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FORWARD LOOKING STATEMENTS

We have included statements in this Draft Red Herring Prospectus which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “should”, “will pursue” “propose” and similar expressions or variations of such expressions, that are “forward-looking statements”.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include but are not limited to:

� General economic and business conditions or Political instability in India. � The ability to manage our growth and integrate our operations; � Increasing competition in the diamonds and jewellery manufacturing; � Consumer tastes and preferences for diamonds and fine jewellery; � Changes in the Indian and international interest rates. � Fluctuation in Diamond / Gold prices. � Intense competition from existing and new entities may adversely affect our revenues and

profitability. � Our failure to expand our operations whether through Branches or otherwise: � Our ability to successfully implement our growth strategy and expansion plans or response to

technological changes. � The occurrence of natural or man-made disasters could adversely affect our results of operations

and financial condition. For a further discussion of factors that could cause our actual results to differ, please refer Section titled “Risk Factors” beginning on page 14 of this Draft Red Herring Prospectus, and Chapters titled “Business Overview” and “Management’s Discussion and Analysis of Financial Condition” beginning on pages 87 and 155, respectively of the Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company nor the BRLM, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the BRLM will ensure that investors in India are informed of material developments until the time of grant of listing and trading permissions by the Stock Exchanges.

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SECTION II - RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in Our Equity Shares.

To obtain a complete understanding of our Company, you should read this section in conjunction with the chapter titled “summary of Business” beginning on page 27, chapter titled “Financial Information” beginning on page 126 and chapter titled “Management’s Discussion and Analysis of Financial Condition” beginning on page 155 as well as the other financial and statistical information contained in this Draft Red Herring Prospectus.

You should also pay particular attention to the fact that we are governed in India by a legal and regulatory environment which in some material respects may be different from that which prevails in other countries. The risks and uncertainties described below are not the only risks that the Company currently faces.

The Draft Red Herring Prospectus contains forward looking statements that involve risks and uncertainties also additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also have an adverse effect on the Company’s business, results of operations and financial condition and could cause the trading price of our Equity Shares to decline and you may lose all or part of our investment. The financial and other implications of material impact of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. There are, however, a few risk factors where the impact is not quantifiable and hence the impact has not been disclosed in such risk factors. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein.

Materiality

The Risk Factors shall be determined on the basis of their materiality. In determining the materiality of risk Factors, the following shall be considered:

1. Some risks may not be material individually but may be material when considered collectively. 2. Some risks may have an impact which is qualitative though not quantitative. 3. Some risk may not be material at present but may have a material impact in the future.

Risks Related to our company, Business and Industry

1. Our Company ,our Promoter/Director and group companies are involved in various legal proceedings , which if determined against us, could adversely affect our business and financial condition. Our company, promoters and directos are involved in certain legal proceedings and claims relating to taxation matters. These legal proceedings are pending at different levels before varios courts, revenue minister.No assurances can be given as to whether these matters will be settled in our favour or against us. A summary of the pending proceedings is set forth below:

(` In crores) Sr. No.

Particulars No. of cases /

disputes

Amount involved where

quantifiable LITIGATION BY AND AGAINST OUR COMPANY Litigations filed against our Company

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1. Notice u/s 138 of Negotiable Instrument Act against our company

1 46.71

2. Notice for recovery of amount against our Company 11 24.36 3 Demand under Income Tax 1 0.02 Litigations against our Directors/promoters 1. Notice u/s 138 of Negotiable Instrument Act against

our directors and promoters. 1* 46.71

2. Notice for recovery of amount against our directors and promoters

11* 24.36

3 Demand under Income Tax 3 0.45 Litigations by our Directors/promoters 1 Criminal Complaint filed under Indian penal Code 3 2 Appeal before Revenue Minister Government of

Maharashtra 1

3 Civil case filed in the court 1 Litigations Involving our Group Companies/ Entities Litigations filed against our Group companies 1 Demand under Income Tax 1 0.16 2 Civil case filed in the court 2 Litigations filed by our Group companies 1 Civil case filed in the court 6

* The Notice u/s 138 of Negotiable Instrument act and notice for recovery are issued to the company when it was partnership firm and the same notices are issued to all the partners, Shrikant Parikh, Jesingbhai Parikh and Minal Industries Limited and also to Shrikant Parikh, Jesingbhai Parikh and Amul Patel as the director of Minal industries Limited which was the partners in the partnership firm.

For details of outstanding litigation involving the Company and the Directors, the Group Companies, see “Legal & Other Regulatory Information” on page 164 of this Draft Red Herring Prospectus.

2. Our Funding requirements and the Deployment of Issue Proceeds are based on management estimates and have not been subject to monitoring by any Independent agency.

There will be NO Independent or a Monitoring Agency which would monitor the deployment of Issue Proceeds and have not been appraised by any bank or Financial Institution. All the figures included under the section titled, “Objects of the Issue” on page no. 53 are based on our own estimates. As the net proceeds of the Issue will be less than ` 50,000 Lacs, under sub-regulation (1) Regulation 16 of SEBI (ICDR) Regulations, 2009 our Company is not required to appoint a monitoring agency in relation to the Issue. However, as per Clause 49 of Listing Agreement to be entered into with the Stock Exchanges upon listing of the Equity Shares and the Corporate Governance requirements, the Audit Committee of our Company, would be Monitoring the utilization of the proceeds of the Issue.

Further we cannot assure that the actual costs or schedule of implementation of the proposed Objects will not vary from the estimated costs or schedule of implementation, and such variance may be on account or one or more factors, some of which may be beyond our control.

3. Our Company had negative cash flow in the recent financial years.

We had negative cash flows from in investing activities and financing activities from March 31, 2007 to September 30,2011 on account of utilstion of operating cash flow for investment in capital

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expenditure, reducing the borrowings and withdrwal of capital by partners when the company was partnership firm.

(` In crores) Particulars Septemb

er 30, 2011

March 31, 2011

August 9, 2010

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Net cash from /(used in) Investing Activities

(0.08)

(0.26)

(0.08)

(0.10)

(0.01)

(0.59)

(0.29)

Net cash from /(used in) Financing Activities

(3.81)

2.72

(0.27)

(5.62)

(7.90)

(73.63)

(217.74)

For further details, please refer to the section titled “Financial Information” on page no. 126 of this Draft Red Herring Prospectus.

4. Some of Our group Companies have incurred losses in the last three years. Our group companies have incurred losses during the last three years, details of which are set forth in the table below (as per their respective audited financial statements):

(Amount in ` )Name of Our Group Company For the year ended March, 31

2011 2010 2009 Affinity investments Pvt. Ltd. (11,146) (1,60,579) (24,230)Click Metro Online Pvt. Ltd. (9,770) (40069) -C. Mahendra Jewels Pvt. Ltd. (2485498) (13367265) -Minal Exim Pvt. Ltd. (13,711) (7,000) (8350)Minal Infracons Pvt. Ltd. (28,560) (2,32,100) (24480)Minal Infrastructure Pvt. Ltd. (19,560) (1,63,048) (23,230)Minal Lifestyle Pvt. Ltd. (19855) (7000) (8350)Partnership FirmMinal Plastic Products (91368) (10792) -

5. Our manufacturing process is undertaken at SEEPZ and we are yet to receive the approval for the transfer of the sub lease of super structure into Company’s name and failure to receive the approval shall adversely affect our business and results of operations.

The super structure admeasuring 4393.30 Sq.Mts was assigned by C. Mahendra Exports on the plot of land which was originally sub leased in favour of Su-raj Diamonds by SEEPZ-SEZ authority. If the decision is against Our Company for approval of sub lease of land and superstructure , we shall have to vacate the said premises which may affect our business operations.

6. We are dependent on United States,, who contribute to our total revenues. The total slaes of the company is confined to not more than 10 clients. In the event of loss of any of these clients may adversely affect our revenues, profitability and business operations.

One of Our major client i.e Selection Inc. and other few clients contribute to the total revenues of Our Company are based in united states. The contribution for the last two years and for the period ended on September 30, 2011 based on the restated financial statements are as below:

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(` in crores) Customer 31.03.09 % of

total Sales

31.03.10 % of total Sales

31.03.11 % of total Sales

30.09.11 % of total Sales

Top Customer

3005.46 72.58 1056.38 41.80 6759.93 42.03 5218.80 73.73

Top 5 Customer

4140.47 100.00

2527.01 100.00 16083.16 100.00 7077.90 100.00

Although we have expanded into newer markets, US continues to contribute significantly to our revenues and results from operations. In the event, if we are unable to maintain and/or further develop a continuing relationship with our customers or of loss of any significant customer may have material adverse effect on our Business.

7. The Registered Office is owned by Minal Plastic Products (Partnership Firm of Our Group) and has been taken on lease for a period of 3 years commencing on 1.10.2011 till 30.09.2014 for ` 1000 per month.

The Registered Office of our Company situated at 214/A, Paradise Complex, Sayajigunj, VAdodara-390 005 is owned by Minal Plastic Products (Partnership Firm of Our Group). Our Company is permitted to occupy and use these premises for a consideration of ` 1000/- per month. The lease is for a period of 3 years commencing 1.10.2011 till 30.09.2014. In the event Minal Plastic Products revokes the Agreement or change the terms and conditions which are not favorable to us or if Our Company fails to renew the tenancy agreement, we may suffer disruption in our operations.

8. Our Company has not followed Accounting Standard – 2 regarding “Valuation of Inventories” The Institute of Chartered Accountants of India (I.C.A.I) and has not been provided for in the Restated Financial Statements.

The Accounting Policy followed by us fro valuation of inventory is not in conformity with the recommendations of AS- 2 prescribed by the I.C.A.I. On the basis of qualifications by the Auditor, it has been noted that Our Company has not complied the same and also No adjustments has been made to in the Restated Financial Statements.

9. One of the Objects of the Issue is for the repayment of Unsecured loans aggregating to ` 71.09 crores out of the Net proceeds. The outstanding capital of the partners at the time of retirement of partners were converted in to unsecured loan .

We intend to utilize approximately 50.78 % of the Issue proceeds amounting to ` 71.09 crores towards repaying certain unsecured loans to Our Erstwhile partners due to reconstitution of partnership firm. These unsecured loans have been converted from capital to unsecured loan due to reconstitution of partnership firm as on 20th May,2009 and converting capital of retiring partners into unsecured loan, which we are required to pay them. We believe this repayment of debt which was originally capital will help us to improve the debt equity ratio. For further details, please refer to the section titled “Objects of the issue” on page no.53 of this Draft Red Herring Prospectus.If there is any failure or delay to raise the funds through this Issue would impede our growth as Our Company did not identify any other source for funding the same.

10. Our Company has in the past entered into related party transactions and may continue to do so in the future, which may involve conflict of interest.

For the financial period ended September 30, 2011, March 31, 2011 and August 9, 2010 Our Company has entered into Related Party transactions the nature of which is as follows:

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(` in Crores) Nature of transactions For the period ended

on September 30 ,2011

For the period ended on March 31, 2011

For the period ended on August 9,2010

Sale of Diamond Jewellery 4.56 5.05 4.22 Sale of cut and polished diamond

2.39

Purchase of gold and gold findings

6.43 7.99 1.35

Purchase of polished diamond

5.48 7.16 0.32

Purchase of silver and silver findings

0.03 0.02

Purchase of platinum 0.02

Furthermore, it is likely that we will enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business, financial condition and results of operations.

11. We avail Working capital Loans for Our operations which stands as at February 29, 2012 to `6.42 crores and if we are unable to maintain sufficient cash flow, credit facilities and other sources of funding, in a timely manner or at all to meet Our working capital requirement, could adversely affect our operations.

Our business requires significant amount of Working capital to finance the purchase of rough diamonds and other raw materials. We cannot assure that going forward, we will be able to arrange funds at a competitive rate and/ or Inability of Our Company to raise corresponding working capital in line with growth of our operations may result in adversely affecting out operations and financial performance.

12. Our Insurance Coverage may not be adequate enough to protect us against certain operating hazards of potential losses which may have adverse effect on Our Business.

We have maintained the following Insurance Policies:

Insurer Name and nature Risks covered Total sum Insured

National Insurance Company Limited

Standard Fire and Special Perils Policy

Factory Building, plant and machinery ,Spare parts and Tools and Electric Installation

Total Sum Insured: ` 18.71 crores

The Oriental Insurance Company Limited

Jewellers Block Insurance Policy

Stock and stock in trade of Jewellery,Gold, or Silver ornaments , plate pearls and precious stones, cash and currency notes.

Total Sum Insured: ` 25.00 crores.

There can be no assurance that the insurance maintained would reasonably cover all normal risks associated with the operation of our business and any claim made will be honored fully, in part or on time. Also, there are many events that could significantly impact our operations, or expose us to third – party liabilities, for which we may not be adequately insured. For further details, please refer to the section titled “Insurance” under “Business Overview” on page no. 87 of this Draft Red Herring Prospectus.

13. Our units are established in SEEPZ SEZ and Surat Special Economic Zone, Sachin and as per the SEZ Rules ,2006 the company has to achieve positive net foreign exchange earning as prescribed in the Special Economic Zone Rules, 2006.

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As under the Special Economic Zone Rules, 2006, Our Company is required to export the finished goods and has to achieve positive net foreign exchange earning as prescribed in the Special Economic Zone Rules, 2006. If the unit has not achieved the positive net Foreign Exchange Earning, the unit shall be liable for penal action under the provisions of the Foreign Trade (Development and Regulation) Act, 1992.In the event of failure of this export obligation, financial condition of Our Company would get adversely affected.

For further details please refer to chapter titled, “Government and Other Statutory Disclosures” beginning on page 185 of the Draft Red Herring Prospectus.

14. Our Company did not comply in past with the Statutory Compliance of Section 383A of the Companies Act, 1956.

Our Company did not comply with Section 383A of the Companies Act, 1956 regarding the appointment of Whole Time Company Secretary for the period of 17 months. However no action has been initiated or taken by any statutory authority for the above non compliance. In an event of such non-compliance may result in penalties or other action from the statutory authorities. Further, our company has appointed Ms. Shradha Bhimani on 24th December 2011 as a full time Company Secretary.

15. Our Business is under the SEEPZ SEZ regulations and any change or renewal by the Government may adversely affect our Jewellery Manufacturing & trading business.

Our primary Jewellery manufacturing facility is located in a SEEPZ SEZ in Mumbai, Maharashtra. The other trading unit is located at Surat Special Economic Zone, Sachin and the facilities are subject to tax exemption under section 10AA of the I. T Act. The tax benefits on this facility may expire or may be terminated due to which our tax expense could materially increase, reducing our profitability. Also, the possibility of withdrawal of the applicable benefits and concessions to a SEZ in the future may adversely affect the attractiveness of a SEZ.

16. Upon completion of the Issue, the Promoters Group & its Members will continue to retain majority of our Equity Holding & also the Promoters & their Family members do occupy the Key Positions in the Company & have significant control over us.

Our Promoters and members of the Promoter Group may influence the material policies of the Company which may conflict with the interest of our shareholders as together with the members of the Promoter Group, beneficially will hold 65.79 % of our post-issue paid up capital. Our Promoters Group will have the ability to exercise significant influence over all matters requiring shareholders approval, including the election of directors and approval of significant corporate transactions. The control could delay, defer or prevent a change in control of the company, impede a merger, consolidation, takeover or other business combination involving the Company, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company even if it is in the Company’s best interest. The Promoters & Promoters Group may influence the material policies of the Company or may have interests that are adverse to the interests of our other shareholders.

17. Our Company has not registered Trademarks under the Trade Marks Act and we may be unable to adequately protect our Intellectual property which could harm our business and may have lesser recourse to initiate legal proceedings to protect the brand.

Our inability to protect intellectual property rights may affect Company’s business. The Logo which appears on the cover page of this offer document is not registered and shall have No or limited legal protection. We have not registered Copyrights on our designs. If we are unable to sufficiently protect our intellectual property, our competitors may produce and sell products under trademarks/ labels/ logo similar to the products offered by us, which may adversely affect the equity of our

20

trademarks. Further our designs/ trademarks/ products etc. don’t follow the same laws of protection of intellectual property rights in other jurisdictions (foreign countries) or may infringe on the intellectual property rights of third parties, which may expose us to legal proceedings.

18. Promoters or the entities forming part of Our Group Companies or Entities in which our Directors are interested are in the similar line of business. There may be possible conflicts of interest between them.

The Group Companies namely C. Mahendra Jewels Private Limited, Minal Exim Pvt. Ltd. and promoter company Minal Industries Limited have the main object which entitles them to carry out similar line of business and Our Promoters are actively involved in the management of businesses of these companies. There does exist a non- compete clause / agreement to carry on common business objectives but we have had, and will continue to have, business transactions with these companies, which in case may result in a potential conflict of interest. There can be no assurance that these or other conflicts of interest will be resolved in an impartial manner can adversely affect the business interest of our Company.

19. In the event of loss of services of our Managing Director, Key Management Personnel’s or Senior Management can adversely affect the success, profitability and results of operations of Our Company significantly.

The growth of our business is highly dependent upon performance and the continued services of our Management Team for managing Our Business. Mr. Shrikant Parekh, Managing Director has more than 20 years of experience in the Jewellery sector is largely responsible for the growth of our Business. Our Business model is reliant on the initiatives of our Senior Management & KMP’s.

The Loss of service of the Promoters, Directors, KMP’s or Senior Management could seriously impair the ability to continue to manage and expand the business efficiently. Although we provide constant development opportunities to meet the challenge of employee attrition among our Professionals, we cannot assure for their continued services or to replace them in the event of their leaving us.

20. Setting up of Gold refinery facility and commencement of operation of the same may be contingent upon obtaining of certain approvals and orders for the Machinery & Equipment required have not been placed.

One of the Object of the Issue to set up of Gold refinery unit at Plot No 16(P), 17,28 & 29(P) SEEPZ-SEZ, Andheri (E) , Mumbai We have applied for LOP to SEEPZ SEZ authority. we may require to obtain certain approvals and permission from Pollution control board to commence our operations.

Also, the proposed facility we require Machineries & Equipments for which we have not yet placed the orders or yet to enter into definitive agreements. The total cost of is estimated to be ` 3.60 crores. We are subject to risks on account of inflation in the price of Machineries or for its import. Our Company have obtained quotations from vendors and negotiations have commenced but since the funding is from the IPO Proceeds and for minor components relied on management estimates, any delay in access to IPO Proceeds would eventually delay the process of placing the orders for the remaining Machineries.

21. In the event there is delay in the completion of the Issue, we have not identified any alternate source of financing the ‘Objects of the Issue’. If we fail to mobilize resources as per our plans, it may impede our future growth.

Substantial part of the Issue proceeds is towards the repayment of the Unsecured Loans. We have not identified any alternate source of funding and hence any failure or delay on our part to raise

21

money from this Issue or any shortfall in the Issue proceeds may delay the growth plans of Our Company.

22. There are certain Contingent liabilities amounting to ` 147.74 crores which have not been provided for, if it materializes, could adversely affect our financial condition and results of operations.

As on September 30th, 2011 our contingent liabilities not provided for as per our Restated Financial Statements aggregated to ` 147.74 crores in the event the Company is called upon to pay such liabilities, the financial position and results of operations could be adversely affected.

(` in crores.)

Particulars Amount Bond cum Undertaking given by the Company to the President of India towards manufactue of goods for Exports in Special Economic Zone

147.74

Total 147.74 For further details on the nature of contingent liabilities, please see “Financial Information”, Annexure on page 128 of this offer document.

23. Our Company cannot assure to pay dividends to our shareholders in the future as the ability depends upon future earnings, financial conditions, cash flows, working capital requirements and capital expenditures.

There can be no assurance that we will be able to pay dividend in the future as the amount of our future dividend payments, if any, will depend upon our future earnings, financial conditions, cash flows, working capital requirements and capital expenditures. The declaration and payment of any dividends in the future will be recommended by our Board of Directors, in its discretion and will depend upon various factors.

24. The Restrictive covenants/ conditions imposed by our financing arrangements which we have entered into with our lending banks for our credit facilities, may adversely affect our business operations.

The loans taken by our Company from our lending banks have certain Restrictive Covenants attached to it. For the details of the Restrictive Covenants kindly refer to the section titled “Financial Information ”in th sub section ‘Finacial Indebteness’ on page 161 of this DRHP.

25. Any adverse fluctuations in raw material prices for our manufacturing processes may have a material adverse effect on our profit margins.

Any increase in the prices /cost of the raw materials will significantly increase the cost of production for Our Company for which we would be unable to increase our product prices to offset the increase in raw materials costs and may not be able to pass on the additional costs of materials to our customers at all points of time, which could adversely affect our profitability and results of operations.

26. Our Business operates in highly competitive environment.

CMIL faces competition not only from large players but also from innumerable small players operating domestically or international in the unorganized sector. Some of our competitors have well established brand names under their fold and may have greater financial resources, technical and marketing resources and generate greater revenues and therefore may be able to respond better to market changes than we can. We face pressure from our larger competitors, which may be

22

better able to offer a broader range of complementary products and services and to the extent of our competitor’s responsiveness to clients needs.

We expect that competition will continue and we cannot have control over the price, quality, and consistency in meeting customer requirements, preferences in favour of other luxury products or to retain highly skilled technical employees against which our competitors may offer them. There can be No assurance that we will be able to compete effectively and any failure to do so may reduce the prices of our products, adversely affecting the revenues and Business operations of the Company.

27. Exchange rates fluctuation between Indian Rupees and United States Dollar may have an adverse effect on results of operations.

The earnings of our Company originated at US and US Dollar is the only currency with which all the transactions are carried out. The exchange rate between Rupee and US Dollar has been volatile substantially in recent years and may fluctuate in the future. We may incur profit/ loss due to foreign exchange differences arising on the settlement of past or future contracts. Also cannot assure that we will be able to effectively mitigate the adverse impact of currency fluctuations on the results of operations.

28. Our Company is required to renew or maintain certain statutory and regulatory permits and licenses in the ordinary course of business, in the event of failure to renew them in a timely manner or any delay or inability to obtain the same may have a material adverse effect on our Business and results of operations.

Certain applicable statutory and regulatory permits and licenses or registrations are required to operate the business. There can be no assurance that the relevant authorities will issue such permits or approvals in the timeframe anticipated by us or at all. Failure by us to renew, maintain or obtain the same at the requisite time may result in the interruption of our operations and may have an adverse effect on Our Business.

For further details please refer to chapter titled, “Government and other Statutory Disclosures” beginning on page 185 of the Draft Red Herring Prospectus.

23

Prominent Notes

1. Based on our restated financial statements, the net asset value per equity share having a face value of ` 10 each was ` 17.45 per share as of September 30, 2011 and ` 13.62 per share as of March 31, 2011.

2. Public Issue of 1, 30, 00,000 Equity Shares of ` 10 each for cash at a price of ` [�] per Equity Share (including a share premium of ` [�] per Equity Share) aggregating upto ` [�] Crores.

3. Our Company’s net worth as per the restated financial statement as at September 30, 2011 was ` 43.61 Crores and as on March 31, 2011 was ` 34.04 Crores.

4. The average cost of acquisition of equity shares by each of our Promoters, is as set out below

Name of the promoters Number of equity share Cost of acquisition (Amt in `) Shri Jeshingbhai B Parikh

1,87,500 10.00

Shri Shrikant Parikh 1,22,75,000 10.00Minal industries limited 42,25,000 10.00C Mahendra Jewels Private Limited

81,25,000 10.00

1. For further details, see “Capital Structure - Details of Build Up, Contribution and Lock in of

Promoters” on page 44 of this Draft Red Herring Prospectus. 5. The Promoters, Directors and key managerial personnel are interested in the Company to the extent

of remuneration and the Equity Shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, member, partner and/or trustee and to the extent of the benefits arising out of such shareholding, if any, in the Company. For further details, see “Capital Structure”, “Our Promoters and Their Background” and “Our Management” on pages 43,116 and 103, respectively.

6. At present, except C. Mahendra Jewels Pvt. Ltd., Minal Industires Ltd. & Minal Exim Private Ltd, none

of our group companies carry on activities, which conflict with our business. For more details, please refer “Common Pursuits” on page 120 of this DRHP.

7. For details of the transactions between our Company and our Group Companies please refer chapter titled “Auditors Report on Restated Financial Information - Related Party Transactions” on page no. 124 of this DRHP.

8. For any clarification or information relating to the Issue shall be made available by the BRLM and our

Company to investors at large and no selective or additional information will be available for any subset of investors in any manner whatsoever. The investors may contact BRLM for any complaint pertaining to the Issue.

9. For details of the transactions between our Company and our Group Companies please refer section

titled “Financial Information - Related Party Transactions” on page no. 124 of this DRHP.

24

SECTION - III SUMMARY OF INDUSTRY

Disclaimer of IMaCS: All information contained in the enclosed content has been obtained by IMaCS from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information is provided is true „as is� without any warranty of any kind, and IMaCS in particular, makes no representation of warranty, express or implied, as to the accuracy timeliness or completeness of any such information. All information contained herein must be construed solely as statements of opinion and IMaCS shall not be liable for any losses incurred by users from any use of this publication or its contents. Overview of Indian Economy Over the last five years, the Indian Economy has experienced significant growth with an average GDP growth of close to 8.5% (2007-2011). In the financial year 2011 (FY2011), the Indian economy recovered from the slowdown in FY2009. The annual Gross Domestic Product (GDP) growth was 8.5% in FY2011 as compared with 6.8% in FY2009. However, GDP growth rate started to decline after Q2FY2011 and was 6.8% in Q2FY2012 as compared to 8.87% in Q2FY2011. Contribution of Gems and Jewellery Sector to Indian Economy Gems and jewellery is the leading sector, contributing to foreign exchange earnings. In FY2011, the total exports from this sector were estimated at US$ 43,139.24 million accounting for 16.67% of the country’s total exports. Overview of Global Gems and Jewellery Industry Gems and jewellery sector is categorised under three subsectors namely gemstones, jewellery and pearls. In FY2011, the global demand was about 2,060 billion tonnes, with 17% growth over FY2010. The Asian gold jewellery industry was valued at around US$ 150 billion in FY2011, growing at about 9%. The Global gold industry was dominated by India and China, which together constituted 51% of global demand for gold jewellery, gold bar and gold coin. Also, in FY2011, the gold jewellery demand decreased in terms of volume in the US and UK by 14% each and Italy by 16%. However it increased in value terms: US demand increased by 8%, UK by 10% and Italy by 12%. In countries such as South Korea, Indonesia, Japan and Thailand the demand has shifted from 22/24-carat gold jewellery to 18-carat gold, gem studded jewellery and branded silver jewellery. Overview of Indian Gems and Jewellery Industry The gems and jewellery industry has a very important role in the Indian economy. It is among the fastest growing. In FY2011, the industry was estimated at approximately ` 480,000 crore (US$ 100 billion), comprising exports as well as domestic consumption. The industry is characterised by a highly unorganised sector with high working capital and export driven operations. It also employs over 1.8 million people directly or indirectly. There are over 100,000 jewellery manufacturing units and about 6,000 diamond processing units. The industry has also been declared as a thrust sector by the Government of India. The Indian Gems and Jewellery industry can be segmented into diamond, gold and costume jewellery. Of these, gold and diamond jewellery are the two major segments. India exports 95% of the world’s diamonds accounting for 70% of the world’s diamond trade. In FY2011, the total exports from this sector were estimated at US$ 43,139.24 million growing at a compound annual growth rate (CAGR) of 21.3% from 2002 to 2011. Primarily, gems and jewellery exports takes place through units based in special economic zones (SEZ) and export promotion zones (EPZ).

25

Products exported from India sector include cut and polished diamonds, gold jewellery, coloured gemstones, pearls, synthetic stones, coins and non-gold jewellery. Each of these product exports grew substantially in FY2011 with the total year-on-year growth in exports at 46.9%. A predominant portion diamonds processed in India is exported in the form of either polished or finished diamond jewellery. In FY2011, diamonds accounted for major portion of exports, contributing 65.5% and followed by gold jewellery (29.8%), rough diamonds (2.51%) and coloured gemstones (0.72%). Destination wise United Arab Emirates (UAE) is the major importer of gems and jewellery from India, contributing 47% to the total exports. Hong Kong (22%) and United States of America (11%) are the other leading importers from India. Other export destinations include Belgium, Israel, Singapore, Thailand, Japan, United Kingdom (UK) and Australia. India has limited natural resource in terms of raw materials. A large portion of rough diamonds, gold bars, recycled gold bars, raw pearls, rough coloured stones and silver bars is imported. In FY2011, the total imports in this sector were valued at US$ 41,130.29 million with a year-on-year growth rate of 47% over FY2010. Major portion of imports are of cut and polished diamonds, contributing to almost half of total imports. Rough diamonds and gold bars are the other significant imports. Emerging Trends and Key developments in the sector India’s gems and jewellery industry is being strongly supported by increasing disposable income and rising aspirations. Branded jewellery and international brands are also gaining importance. According to a research by WGC, 75% of women in India are constantly searching for new designs. The industry is highly unorganised with organised retail accounting for just 5% of total market. The unorganised retail segment comprises, mainly, family jewellers. There are approximately 450,000 goldsmiths in India. With a number of organised jewellery retailers entering India, this segment is gaining importance. Exposure to Internet, changing lifestyles and international travels has increased awareness of branded jewellery. Many Indian brands are also focusing on advertising to create customer awareness. They advertise though television and newspaper advertisements and hoardings. A few major players also conduct fashion shows and participate in trade fairs and exhibitions. These promotional shows and exhibitions have emerged as a very comprehensive tool for showcasing the collections. In order to increase the reach Indian players are entering into strategic alliances with a number of international brands. Such alliances help the companies diversify their product portfolios and also expand the customer base. Historical growth and projections The gems and jewellery sector is demand driven and has high seasonality. India’s culture and mythology embrace gold and diamond jewellery. Indians purchase gold during annual festivals such as ‘Dhanteras’ and ‘Akshay Tritiya’. This has traditionally created a strong seasonal increase in sales.

The gold jewellery market has grown at a CAGR of 20.86% in the period FY2004-FY2011. The growth was mainly because of high increase in gold prices (CAGR of 23.4% from FY2005-FY2011) backed by support from the Government. In the three years to 2014-15, the gold jewellery market is likely to continue to be influenced by these factors. By 2014-15, the domestic market is expected to grow to ` 253,067 crore. The diamond jewellery market retail sales in India have grown at a CAGR of 19% in the period FY2004-FY2011. Exports were valued at ` 12,798 crore in FY2011. The growth in diamond jewellery market was, mainly, because of a combination of factors such as increase in prices of diamond and gold and increase in demand for diamond jewellery. In the three years to FY2014-15, the diamond jewellery market is likely

26

to continue to be affected by these factors. By 2014-15, the retail sales are expected to grow to ` 37,099 crore and export to ` 19,038 crore. Key Growth Drivers The main drivers of the industry are highly skilled and low cost manpower along with strong Government support. Globally, Indian jewellery is known of exquisite craftsmanship. The industry is also technologically advanced along with a strong global supply chain. Growing household income and changing consumer perceptions and preferences, increasing use of high-end technology, growing number of gemological training institutes are also few factors affecting the growth. In India, the average per-carat labour cost for cutting and polishing diamonds is much lower as compared to rest of the world. There is a continuous traditional demand of jewellery in India, as jewellery is a very important part in Indian culture. Any wedding in India is incomplete without jewellery and jewellery is the preferred choice of gift by the near relatives to the bride and groom. Jewellery is also considered as a very important saving and investment vehicle by Indians. The Government of India also provides strong support to this sector by providing waiver in custom duties and establishing SEZ for the sector. Key Challenges And Constraints The industry also faces a number of challenges which include rise in gold prices, dependence on imports for raw materials, emerging threats from other countries like China. Large presence of unorganized sector is also a constraint faced by the sector. High fluctuation in gold prices creates a negative impact in the mind of a consumer leading to decline in sales. In the past five years, the gold prices have more than doubled affecting the consumers spending pattern. Few people also try to delay their purchases due to high gold prices. Although India currently enjoys dominance in the world’s cut and polished diamonds market, a few countries like China and Africa posses threat to the country in long term. An increasing number of diamond processors from Israel and Belgium, and even India, are setting up facilities in China. African countries, which include Namibia, Botswana, Angola, and South Africa have sought to establish cutting and polishing centres. These countries which have high availability of raw materials are considering on imposing export duties on rough diamonds, which would raise costs for Indian processors. Government Initiatives The Government of India has taken many initiatives to boost the gems and jewellery industry as it is the major foreign exchange earner for the country. These initiatives include establishing bodies to promote trade, setting up special economic zones to increase investment in this sector, allowing 100% foreign direct investment (FDI) through automatic route, allowing duty free imports of raw materials, which include rough semi-precious stones, rough coloured precious gem stones rejected jewellery and polished diamonds. The Government has also lowered the duty for importing platinum. Government of India has established a number of government bodies in order to facilitate trade and promote exports which include GJEPC and the Gems and Jewellery Trade Council of India (GJTCI). The Government has also allowed 100% FDI, in this sector through automatic route. For exploration and mining of diamonds and precious stones FDI is allowed up to 74% and for exploration and mining of gold and silver and minerals other than diamonds and precious stones under the automatic route. The Government annual initiatives are announced in the annual budget and foreign trade policies. Competition Analysis The Indian gems and jewellery market extremely fragmented and is largely dominated by the unorganized players. But, organised players are gaining significance with branded and designer jewellery showing tremendous growth potential. These players are focus on utilizing the high skilled labour and make considerable improvements in their collections and services.

27

SUMMARY OF BUSINESS Disclaimer: In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to our Company and our group. Investors should note that this is only a summary and does not contain all information that you should consider before investing in our Equity Shares. For risks related to our business, our Company and our industry, see section titled “Risk Factors” on page 14 Overview Our group is an integrated player, whose business can be divided into two operations namely, manufacturing and exporting diamond studed Jewellery. The company C. Mahendra Infojewels Limited was formed in 2000 in the form of Partnership under the name and style of C. Mahendra Infojewels to carry on the business of diamond, jewellery, gold, silver, precious stones, studded jewellery and development of software (and software exports) .by Shrikant Parikh with Mahendra Shah and Champak Mehta. The company has started manufacturing of diamond studded jewellery in Seepz Mumbai in the year 2000 under SEZ scheme for a period of ten years. The original permission in the year 2000 was given by the office of the Development Commissioner in the name of C. Mahendra Exports and subsequently the change in implementing agency from C. Mahendra Exports to C. Mahendra Infojewels was approved by the Development commissioner in the year 2000. During the period from 2000-2010 , there were multiple changes in the constitution of partnership firm and at the time of conversion of partnership firm into Limited company, Mr Shrikant Parikh was the original partner remain in partnership firm. The Asst development Commissioner SEEPZ-SEZ has approved continuation of SEZ project for a further period of five years for the period 2010-11 to 2014-15 with certain terms and conditions regarding fulfillment of Export turnover of US $ 6,66,66,670 and net Foreign Exchange earnings of US $ 90,00,010. The company had also obtained approval for establishment of Second unit of manufacturing Gold and Silver Studded Jewellery at Plot No 16(P), 17, 28 & 29(P) SEEPZ-SEZ, Andheri (E), Mumbai. The company has obtained approval for manufacturing Studded Jewelry with an installed capacity of 65,000 Pcs ( 250 Kgs) and Trading of Rough, Cut and Polished diamonds and Gemstones with an installed capacity of 50,000, carats at Unit No 427,Plot No 250, Surat Special Economic Zone, Sachin, Surat in the State of Gujarat Currently Our Company is operating through 3 manufacturing units in which 2 are located in SEEPZ – SEZ area and the third one at Surat Special Economic Zone. The Jewellery production facility is located at Plot No 16(P), 17, 28 & 29(P), SEEPZ-SEZ, Andheri (East) Mumbai have good facilities for the manufacturing of diamond studed gold & silver Jewellery. The credit for the success is we believe due to our employees. Our senior management team consists of experienced individuals with diverse skills in manufacturing, engineering, international business and finance Also, the most important factor for the success of business and higher profit margin is selling tested products directly to retailers and absence of middleman for sales activity. On account of direct selling to retailers the company came to know about the change in the fashion trend of jewelry and accordingly produce the new concept items. The company use CNC machines for making models as well as high end Jewellery Our Competitive Strength

� Direct marketing to the chain stores

The company is selling the products through Selection Inc in USA. The direct marketing of the product to the chain stores like Zales, Kim etc resulting into higher margin compared to other players in the industry. The Marketing strategy of the company from manufacturer to retailer helps the company to know market trend of the product, preference of customers and immediate feedback for new concepts in the jewellery.

� Use of Modern technology and Quality standards

The main promoter Shrikant Parikh being an engineer has applied engineering knowledge for

28

manufacturing Jewelry. The company is using CNC machine technology for manufacturing Jewellery against conventional method. The Company is using metal moulds, precise tools and modern CNC machines for making models as well as jewellery.

� Value added service tagging, padding & Bagging

The company is supplying goods to large stores and the company is providing value added service which includes tagging, padding and bagging. The words indicate the packing of product in attractive and beautiful manner for specialized dispatching. As the jewelry is by choice therefore packing and presentation plays important role in International market.

� Experienced management team and motivated employee

We have a highly experienced and qualified management team. Our MD is Shrikant Parikh having 20 years of experience of diamond studded Jewellery. The other directors of our Board comprises of persons having rich experience in the engineering filed and administrative filed that gives diversified insights and also help us in identifying new business avenues. This is backed by motivated and qualified staff that is instrumental in our business growth. The policies are drafted by the top management and implemented by the staff.

Business Strategy

� Expand customer base

The company is selling the diamond studded Jewellery in U.S.A through marketing hand Selection Inc among few retail chain stores. The company intends to open some new wholesale account in Atlanta area as well as in Brazil, Panama etc. The company will reduce exposure to not more than 15 % to any account in order to avoid trap of single account. The company would like to start promoting Jewellery through E Commerce with extensive advertisement campaign.

� Expand the geographical presence The company is marketing the Diamond Studded jewellery in U.S.A. only. Recently the company has started the trading of diamond and gold in the Arabian Countries. The company will start manufacturing high end jewelry which is in demand in Arabian countries/UK. � Manufacturing High End Jewellery At present the company is manufacturing popular jewellery under the brand CM99 and cm 199 i.e Jewellery pricing ranging from $ 99 to $ 199. However the company in order to enter into Arabian countries and U.K intends to manufacture high end Jewellery. The company will use better quality of diamond and metal used will be 14 and 18 KT. Gold, platinum, titanium as well as stainless steel. � Internet marketing As the IT and call center business is booming in India the company can take advantage of this techniques. In India we have educated and trained work force in this area of working, which is easily available in SEEPZ area where we have presence. The company will list fashion Jewellery on ebay offering customers to bid or have a discounted deals. Such type of marketing under the b2C model will help the company to reduce marketing overheads. The company will become global player in Jewellery business. � Vertical Integration Generation of precious metal scrap and recovery of the same is very important in Jewelry Business and it does amount a lot. Effective Recovery of Precious Metal does add to profitability to the Jewelry Industry

29

considerably. Keeping this in mind we have decided to put up independently operating full scale Precious Metal Refinery in SEEPZ.

Putting up Precious Metal Refining Plant will lead to buying of Diamond jewelry at effective rate and that will land up in availability of good quality of Diamonds and Precious raw Metal in enough quantity for our captive consumptions. Weakness and Threat � The long credit period to the clients will block the funds of the company for longer period resulting into

lower turnover of the company � The Main promoter Shrikant Parikh is responsible for marketing, administration and production � The company has concentrated in USA Market and few customers only. � Fluctuating Precious Metal Prices calls for quick turn-around of Manufactured Jewelry Products into

final sell to avoid any ill-effect of ups and down of raw metal prices. Our Business Operations We manufacture diamond studded Jewellery using various metals like gold/silver/platinum/stainless steel. Our operations include product designing, testing the same on various outlays, supplying the tested products to retail chain stores based on orders received from customers and providing value added service like tagging, padding & Bagging. Our product includes Ring, Pendant, Earring, Bracelet, Trio Ring and set. We are exporting the goods only in USA through marketing hand Selection inc. The sales of diamond studded jewellery for the year ended on 31st March, 2011 was ` 34.00 crores . For the Half year ended on 30th September 2011 the company had sold Jewellery worth ` 18.59 crores. The company has started trading of Diamond, Gold and Gold findings, and Silver and silver findings activity from Surat in the month of March, 2010. The company had obtained the permission for trading of 50,000 carats of rough, cut and polished diamonds, gemstones from the unit established at Surat Special Economic Zone. Our Company has not entered into any collaboration and also has not entered into any agreement for Performance guarantee or assistance for marketing by any collaborators. Raw Material

The principal raw material used for manufacturing jewellery is cut and polished diamond, Gold and Silver. The diamonds are purchased from Domestic market and from local suppliers. Gold and precious mental is purchased from MMTC, SEEPZ Branch and Bank of India, SEEPZ branch. Silver is also purchased from local market and foreign market.

Our Market:

The company is selling the product in U.S.A market only and out of total sales 60% is through retail chain stores and 40% through mom and pops. Selection Inc. the marketing arm employ sales personnel who provides the latest fashion trend in the Jewellery, approach the new clients and sale of product through mom and pos. In the future the company intends to manufacture high end Jewellery and enter in to Arabian Market, United Kingdom so as to reduce the dependence on U.S.A. market only.

30

SUMMARY OF FINANCIAL INFORMATION The following summary of financial data has been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations, 2009 and Restated as described in the Auditor’s Report of our Statutory Auditor’s M/s. R.H.Modi & Co., Chartered Accountants March 02, 2012 in the section titled ‘Financial Information’. You should read this financial data in conjunction with our financial statements for each of Financial Years including the notes thereto and the report thereon, which appears under the Section titled “Financial Information” and Chapter titled “Management’s Discussion and Analysis of Financial Condition ” beginning on pages 126 and 155 of the Draft Red Herring Prospectus. STATEMENT OF RESTATED ASSETS AND LIABILITIES

(` In Crores) Particulars As at 30-

Sep.11 As at 31-Mar-11

As at 9-Aug 10

As at 31-Mar-10

As at 31-Mar-09

As at 31-Mar-08

As at 31-

Mar-07 I FIXED ASSETS

NET BLOCK 4.44 4.66 4.63 4.83 5.48

6.25

7.09

Capital work-in-progress including capital advances - -

0.150.08 - - -

4.44 4.66 4.78 4.91 5.48 6.25 7.09 II INVESTMENTS - - - - - - -

III

CURRENT ASSETS, LOANS AND ADVANCES

Inventories 19.18 11.95 24.01 27.03 26.88 42.72 34.11 Sundry debtors 256.02 185.24 79.98 75.56 78.99 50.54 68.08

Cash and bank balances 0.41 0.47 0.39 0.21 0.06 0.43 0.35

Other current assets - - - - - - -

Loans and advances 25.13

22.27

1.08

0.75 0.72 0.74

0.62

300.74 219.93 105.46 103.55 106.65 94.43 103.16

IV

LIABILITIES AND PROVISIONS

Secured loans 10.90 11.81 11.48 11.33 14.73 22.31 23.40 Unsecured loans 68.37 70.70 67.62 28.32 72.41 - 0.25 Current liabilities 179.89 108.15 6.08 4.23 5.39 1.59 3.00 Provisions 2.50 - 0.10 0.10 0.10 0.09 0.07 261.66 190.66 85.28 43.98 92.63 23.99 26.72

V

DEFERRED TAX LIABILITIES (NET) (0.09) (0.11) (0.04) (0.04) (0.05) (0.04) (0.04)

VI NET WORTH (I+II+III-IV-V) 43.61 34.04 25.00 64.52 19.55 76.73 83.57

31

Represented by:

SHAREHOLDERS FUND

-

-

-

-

-

Share Capital 25.00 25.00 25.00 64.52 19.55 76.73 83.58

Securities premium account -

-

-

-

-

-

Reserve and Surplus 18.62 9.04 - - - -

IX NET WORTH (VII+VIII) 43.61 34.04 25.00 64.52 19.55 76.73 83.57

STATEMENT OF RESTATED PROFIT AND LOSS

(` In Crores) Particular For the year/ Period end on

30-Sep-11

31-Mar-11

9-Aug -10

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar -07

INCOME Income from Manufacturing Items 18.59 26.62 7.38 22.26 19.25 35.69 77.61Income from trading Items 52.19 124.27 2.56 3.01 22.18 Other income 7.82 - 1.40 0.05 14.24 - 0.18Increase/ (Decrease) in inventories - - (2.10) 2.10 - - - 78.60 150.89 9.24 27.42 55.67 35.69 77.79EXPENDITURE Cost of Raw material 11.11 13.18 7.13 9.23 36.08 24.47 51.68Cost of traded Items 51.94 119.95 - 3.07 - - -Staff cost 1.24 2.06 0.80 1.53 1.51 2.87 3.93

Manufacturing expenses 1.22 5.34 0.88 9.79 1.57 7.87 7.84Selling & Distribution expenses 0.06 0.10 0.04 0.01 0.17 0.38 0.48Interest 0.57 0.70 0.30 1.01 1.45 2.28 2.29Miscellaneous expenditure written off 0.05 0.21 0.01 - - - -Depreciation / Amortization 0.30 0.38 0.21 0.68 0.78 0.90 1.00 66.49 141.92 9.37 25.32 41.56 38.77 67.22 PROFIT BEFORE TAXATION 12.11 8.97 (0.13) 2.10 14.11 (3.08) 10.57Provision for tax - - - - - - Current tax (2.50) - - - - - -Less: MAT credit entitlement - - - - - - Deferred tax (0.02) 0.07 - (0.01) - - 0.03Fringe benefit tax - - - (0.01) - (0.03) (0.03)Net profit after tax 9.59 9.04 (0.13) 2.08 14.11 (3.11) 10.57

STATEMENT OF RESTATED CASH FLOW

(` In Crores) Particulars As at

30-Sep- 2011

for the year ended 31-Mar 11

9-Aug -10

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar-07

CASH FLOW FROM

32

A. OPERATING ACTIVITIES

Profit before taxation

12.11

8.97

(0.13)

2.10

14.11

(3.08)

105.81

Adjustment for: Depreciation /

Amortization 0.38 0.21 0.21 0.68 0.78 0.90 10.05 (Profit) / Loss on sale

of Investments (net) (0.01) - - - - - - Interest income - - - (.01) - (0.02) (1.56) Interest expenses 0.70 0.30 0.30 1.01 1.45 2.28 22.89 Unrealised exchange

difference (net) - - Dividend income - - - - - - Profit /Loss on sale of

fixed assets - - - - - - Miscellaneous

expenditure written back - - - - - -

Provision for doubtful debts and advances (Net) - - - - - -

Cash generated from operations before working capital changes

13.18 9.48 0.38 3.78 16.34 0.08 137.19

Adjustment for: (Increase)/ Decrease

in inventories (7.23) 12.06 3.02 (0.15) 15.85 (86.15) 92.65 (Increase)/ Decrease

in trade and other receivables

(73.64)

(126.45)

(4.74)

3.40

(28.44)

174.33

8.48

Increase/ (Decrease) in current liabilities and provisions 74.24 101.97 1.85 (1.15) 3.79 (13.84) (55.06)

Cash generated from/ (used in) operations

6.55

(2.94)

0.51

5.88

7.54

74.42

183.26

Direct tax paid (Net) (2.50) - - - - (0.25) (0.28) Net cash from/

(used in) Operating Activities (A)

4.05

(2.94)

0.51

5.87

7.54

74.17

182.98

B.

CASH FLOW FROM INVESTING ACTIVITIES

Payments made for purchase of fixed assets/ capital expenditure

(0.08)

(0.27)

(0.08)

(0.10)

(0.01)

(0.69)

(1.85)

Proceeds from sale of fixed assets

-

-

-

-

-

0.08

-

Loans (granted)/ received back (net) - - - - - -

Interest received - 0.01 - - - 0.02 1.56

33

(Purchase) / Sale of Investments - - - - - -

(Proft) / Loss on sale of Investments (net) - - - - - -

Dividend income - - - - - - Net cash from/

(used in) Investing Activities (B)

(0.08)

(0.26)

(0.08)

(0.10)

(0.01)

(0.59)

(0.29)

C.

CASH FLOW FROM FINANCING ACTIVITIES

Capital introduced/ withdrawn (net)

-

-

(39.41)

42.88

(71.27)

(37.47)

(6.59)

Proceeds from issue of shares (Refer note 2 below) - - - - - -

Proceeds from borrowings (net of repayment)

(3.24)

3.42

39.44

(47.49)

64.82

(13.35)

(188.26)

Interest paid (0.57) (0.70) (0.30) (1.01) (1.45) (22.81) (22.89) Net cash from/

(used in) Financing Activities (C)

(3.81)

2.72

(0.27)

(5.62)

(7.90)

(73.63)

(217.74)

Net increase/ (decrease) in Cash and Cash Equivalents (A+B+C)

0.16

(0.48)

0.16

0.15

(0.37)

(0.05)

(35.05)

Cash and Cash Equivalents at the beginning of the year/period

0.47

0.39

0.21

0.06

0.43

3.53

38.57

Cash and Cash Equivalents at the end of the year/period

0.63

(0.09)

0.37

0.21

0.06

3.48

3.52

Components of

Cash and Cash Equivalents at the end of the year/period

Cash in hand 0.36 0.40 0.37 0.20 0.05 2.11 3.41 Balance with

scheduled banks

- -

-

-

- - Current account 0.05 0.07 - 0.01 0.01 2.20 0.11 EEFC account - - - - - - - Add: Effect of

exchange difference (closing)

-

7.28

-

-

- -

Fixed deposit/ margin money

-

-

0.02

-

-

-

-

0.41 0.47 0.39 0.21 0.06 4.31 3.52

34

ISSUE DETAILS IN BRIEF

Issue Details Particulars Public Issue of Equity Shares 1,30,00,000 Equity Shares aggregating ` [�] Crores of which A. Qualified Institutional Buyers portion Upto 65,00,000 Equity Shares aggregating to ` [�]

Crores Of which Available for Mutual Funds only Up to 3,25,000 Equity Shares aggregating to ` [�]

Crores Balance of QIB portion (available for all QIBs including Mutual Funds)

61,75,000 Equity Shares aggregating ` [�] Crores

B. Non Institutional Portion Not less than 19,50,000 Equity Shares aggregating

to ` [�] Crores , constituting not less than 15% of the Issue size

C. Retail Portion Not less than 45,50,000 Equity Shares aggregating

to ` [�] Crores , constituting not less than 35% of the Issue size

Equity Shares outstanding prior to the Issue

2,50,00,000 Equity Shares

Equity Shares outstanding after the Issue 3,80,00,000 Equity Shares Use of Proceeds Refer Chapter titled “Objects of the Issue” beginning

on page 53 of the Draft Red Herring Prospectus for information on use of Issue Proceeds

Allocation to all categories shall be made on proportionate basis. Under subscription, if any, in any of the categories, would be allowed to be met with spill over inter se from any other category, at the sole discretion of our Company in consultation with the BRLM.

35

GENERAL INFORMATION

Our Company was originally formed as Partnership firm under the name and style of C. Mahendra Infojewels vides partnership deed dated 24th February, 2000. Subsequently the partnership firm was converted in to public limited company under part IX of the Companies Act, 1956 in the name C. Mahendra Infojewels Limited on 10th August 2010. For further details in relation to the corporate history of our company, refer to the chapter titled “History and other corporate matters “beginning on page no 101 of this Draft Red herring prospectus. Registered Office of the company 214/A, Paradise Complex, Sayaji Gunj, Vadodara-390005. Gujarat, India Tel. No.: +91 265 2363493 Fax No.: +91 265 2363493 Website: www.cminfojewels.com Email ID: ipo@cminfojewels.com Administrative office of the company Plot No 16(p)-17,28 &29(p) Seepz(MIDC), Andheri (East) Mumbai 400 096. Maharashtra, India Tel No.: +91 22 40707070 Fax No.: +91 22 28292258 Website: www.cminfojewels.com Email ID: ipo@cminfojewels.com Corporate Identification Number of Our Company is U36912GJ2010PLC061930 The Company is registered with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad. The Address of Registrar of Companies is as follows: ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad- 380 013 Tel: 91-079-27437597 Fax: 91-079-27438371 Email: ahmedabad@mca.gov.in Our Board of Directors: The Board of Directors consists of the following: Sr. Board of Directors Designation Status DIN

1.

Jesingbhai Badaramal Parikh

Chairman Non Independent Non Executive Director

01691567

2. Shrikant Jeisingbhai Parikh

Managing Director Non Independent Executive Director

00112642

3. Sona Akash Parikh Whole Time Director

Non Independent Executive Director

03283751

36

4. Amul Patel Independent Director Independent Non Executive Director

00183464

5. Malay Karbhari Independent Director Independent Non Executive Director

02940417

6. Shankar Bhagat Independent Director Independent Non Executive Director

01359807

Company Secretary Ms. Shradha Bhimani is the Company Secretary of our Company. Her contact details are as follows:- 214-A, Paradise Complex, Sayaji Gunj Vadodara, 390 005 Gujarat, India Tel. No. : +91 265 2363493 Fax No. : +91 265 2363493 Website.: www@cminfojewels.com Email ID : ipo@cminfojewels.com Compliance Officer Mr. Akash Parikh is the Compliance Officer of our Company. His contact details are as follows:- Plot No 16(p)-17,28 &29(p) Seepz(MIDC), Andheri (East) Mumbai 400 096. Maharashtra, India Tel No.: +91 22 40707070 Fax No. : +91 22 28292258 Website : www@cminfojewels.com Email ID : ipo@cminfojewels.com Investors are advised to contact the Compliance Officer Mr. Akash Parikh and / or the Registrar to the Issue and/or Book Running Lead Manager to the Issue i.e. Corporate Strategic Allianz Ltd, in case of any pre-Issue or post-Issue problems such as non-receipt of letters of Allocation, credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non receipt of funds by electronic mode etc.

For all Issue related queries and for redressal of complaints, investors may also write to the Book Running Lead Manager. All complaints, queries or comments received by SEBI shall be forwarded to the Book Running Lead Manager, who shall respond to the same.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving full details such as name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA Account number and the Designated Branch of the SCSBs where the ASBA Form was submitted by the ASBA Bidders. BANKERS TO OUR COMPANY Bank of India SEEPZ MID Corporate Branch, Behind SEEPZ Service centre, Marol Industrial Area, Andheri (East), Mumbai-400 096 Tel No.: +91 22 28291443/ 29281744 Fax No.:+91 22 28291633

37

Contact Person: Mr. S. D. Chitre Website: www@bankofindia.co.in Email ID: mcb.seepz@bankofindia.co.in Union Bank of India Overseas SEEPZ Branch, #007 Block II, Seepz++ Complex, Jogeshwari-Vikhroli Link Road, Andheri (East), Mumbai-400 096 Tel No.: +91 22 28292531 Fax No.: +91 22 28292804 Contact Person: Ms. N. K. Mallya Website: www.unionbankofindia.co.in Email ID: cbsseepz@unionbankofindia.com STATUTORY AUDITORS TO OUR COMPANY M/s. R.H.Modi & Co. Room No. 11, Singh House 23, Ambalal Doshi Marg, 2nd Follr, Fountain Mumbai – 400 023 (Maharashtra) Tel: (o) : + 91 22 32968336/ 22656216 Fax No. : + 91 22 22042386 Email: rhmodi61@yahoo.com Contact Person: Rajendra H.Modi FRN NO: 106486W ISSUE MANAGEMENT TEAM

BOOK RUNNING LEAD MANAGER REGISTRARS TO THE ISSUE Corporate Strategic Allianz Limited SEBI REGN NO: INM 000011260 402, Samedh Complex, Near Associated Petrol Pump, C G Road Ahmedabad – 380 006, Gujarat – India TeleFax: + 91-079- 4002 4670 Email: ipocmil@csapl.com Investors Grievance: investors@csapl.com Website: www.csapl.com Contact Person: Mr. Chetan Sharma

Sharepro Services (India) Private Limited SEBI REGN NO.: INR000001476 607/608,Sagar Tech Plaza, A Wing, Sakinaka Junction, Andheri (East), Mumbai – 400 072, Maharashtra – India Tel: +91-22- 61915402 / 5404, Fax: +91-22- 61915444 Email: ipo@shareproservices.comWebsite: www.shareproservices.com Contact Person: Mr. Subhash Dhingreja/ Mr. Satheesh H. K.

LEGAL ADVISOR TO THE ISSUE SYNDICATE MEMBERS Awadhesh S. Singh 314, Hindrajastah Building, 95,Dadsaheb Phalke Road, Dadar (East), Mumbai – 400 014, Maharashtra – India TeleFax: + 91-22- 24150051/ 24147766 Email: psas_singh2000@yahoo.com

The Syndicate Member(s) shall be appointed prior to filing of the Red Herring Prospectus with RoC.

BANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS

REFUND BANKER TO THE ISSUE

The Bankers to the Issue shall be appointed prior to filing of the Red Herring Prospectus

The Refund Banker(s) shall be appointed prior to filing of the Red Herring Prospectus with RoC.

38

with RoC. SELF CERTIFIED SYNDICATE BANKS BROKERS TO THE ISSUE The lists of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on www.sebi.gov.in. For details on designated branches of SCSBs collecting the ASBA Bid cum Application Form, please refer the above mentioned SEBI link.

All the members of recognised stock exchanges would be eligible to act as brokers to the issue.

STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES BETWEEN BRLM’s Since Corporate Strategic Allianz Limited is the sole Book Running lead Manager to the issue, all the responsibility of the issue will be managed by them. CREDIT RATING As this is an issue of Equity Shares, credit rating is not required. IPO Grading This Issue being has been graded by [•]. The rationale furnished by the credit rating agency for its grading will be updated at the time of filing the Red Herring Prospectus with RoC. Trustees As this is an issue of Equity Shares, the appointment of Trustees is not required. APPRAISAL The Object of this issue has not been appraised by any Agency. The objects of this issue and means of finance therefore are based on internal estimates of our company. MONITORING AGENCY As the net proceeds of the Issue will be less than ` 50,000 Lakhs, under sub-regulation (1) Regulation 16 of SEBI (ICDR) Regulations, 2009 our company is not required to appoint a monitoring agency in relation to the issue. However, as per Clause 49 of Listing Agreement to be entered into with the stock exchanges upon listing of the equity shares and the Corporate Governance Requirements, the Audit Committee of our Company, would be monitoring the utilization of the proceeds of the issue. Statement of Responsibility Corporate Strategic Allianz Limited is the sole BRLM to the Issue. Book Building Process Book building process, with reference to the Issue, refers to the process of collection of Bids from investors, which is based on the Price Band, The Issue Price is finalized after the Bid/ Issue Closing Date. The principal parties involved in the Book Building Process are:

1. Our Company; 2. The Book Running Lead Manager, in this case being Corporate Strategic Allianz Ltd.; 3. Syndicate Members who are intermediaries registered with SEBI or registered as brokers with

BSE and eligible to act as Underwriters. The Syndicate Members are appointed by the Book Running Lead Manager;

39

4. Registrar to the Issue; in this case being Sharepro Services (I) Private Limited 5. Escrow Collection Bank(s), Refund Bank(s). 6. Self Certified Syndicate Banks.

SEBI, through its ICDR Regulation has permitted the Issue of Securities to the public through the 100% Book Building Process, wherein upto 50% of the Issue to the public shall be allocated on a proportionate basis to eligible Qualified Institutional Buyers (“QIB”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all other eligible QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue to the Public Shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue to the Public 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. In accordance with the SEBI Regulations, QIBs are not allowed to withdraw their Bid(s) after the Bid /Issue Closing Date. For further details please refer the section titled Terms of the Issue page 199 of the Draft Red Herring Prospectus. The retail individual bidders have the option to submit their Bids under the “ASBA Process”, which would entail blocking of funds in the investor’s bank account rather than immediate transfer of funds to the respective Escrow Accounts. For details, refer paragraph titled “Issue Procedure” beginning on Page 205 of the Draft Red Herring Prospectus under chapter titled “Issue Procedure”. Our Company shall comply with the SEBI (ICDR) Regulations, 2009 and any other directions issued by SEBI for this Issue. In this regard, we have appointed Corporate Strategic Allianz Limited as the BRLM to manage the Issue. The process of Book Building under the SEBI (ICDR) Regulations, 2009 is subject to change from time to time and Investors are advised to make their own judgment about investment through this process prior to making a Bid or Application in the Issue. Steps to be taken by the Bidders for bidding

� Check eligibility for making a bid (for further details, refer to the chapter titled ‘Issue Procedure’ beginning on page 205 of the Draft Red Herring Prospectus);

� Bidders necessarily need to have a demat account and ensure that the demat account details are correctly mentioned in the Bid Cum Application Form / ASBA Bid Cum Application Form;

� Except for Bids on behalf of the Central or State Government, residents of the state of Sikkim and the officials appointed by the courts, for Bids of all values ensure that you have mentioned PAN in your Bid cum Application Form. In accordance with the SEBI Rules and Regulations, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction (refer chapter titled “Issue Procedure” on page 205 of the Draft Red Herring Prospectus. Bidders are specifically requested not to submit their GIR number instead of the PAN as the Bid is liable to be rejected.

� Ensure that the Bid Cum Application Form is duly completed as per instructions given in the Red Herring Prospectus and in the Bid Cum Application Form and the ASBA Bid cum Application Form;

� Bids by QIBs will only have to be submitted to the BRLM and � Bids by ASBA Bidders will have to be submitted to the designated branches of the SCSBs or can

even be submitted to the Members of the Syndicate. ASBA Bidders should ensure that their bank accounts have adequate credit balance at the time of submission to the SCSB to ensure that the ASBA Bid cum Application Form is not rejected

40

Illustration of Book Building and Price Discovery Process: (Investors should note that the following is solely for the purpose of illustration and is not specific to this Issue) The Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ` 20/- to ` 24/- per Equity Share, Issue size of 3,000 Equity Shares and receipt of five Bids from the Bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price will be made available at the websites of the BSE (www.bseindia.com) during the Bidding/ Issue Period. The illustrative book as set forth below shows the demand for the Equity Shares of our Company at various prices and is collated from Bids from various investors. Bid Quantity Bid Price (`) Cumulative Quantity Subscript

ion 500 24 500 16.67%

1,000 23 1,500 50.00%1,500 22 3,000 100.00%2,000 21 5,000 166.67%2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which our Company is able to issue the desired quantity of Equity Shares is the price at which the book cuts off, i.e., ` 22 in the above example. The Issuer Company, in consultation with the BRLM, will finalize the Issue Price at or below such cut off price, i.e., at or below ` 22. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective category. WITHDRAWAL OF THE ISSUE Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue any time after the Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event, our Company would issue a public notice in the newspapers, in which the pre Issue advertisements were published, within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. Our Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. If the Company withdraws the Issue and thereafter determines that it will proceed with an initial public offering of its Equity Shares, it shall file a fresh Draft Red Herring Prospectus with the SEBI. Bid/Issue Programme Bidding Period/Issue Period BID/ISSUE OPENS ON [�] BID/ISSUE CLOSES ON [�]

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid/Issue Closing Date, Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) during the Bidding Period (excluding the ASBA Bidders) and uploaded till (i) 4.00 p.m. in case of Bids by QIBs and Non-Institutional Bidders and (ii) until 5.00 p.m. or such extended time as permitted by BSE, in case of Bids by Retail Individual Bidders. It is clarified that the Bids not uploaded in the book would be rejected. Bids by the ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the BSE.

41

In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical Bid form, for a particular Bidder, the details as per the physical form of the Bidder may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask for rectified data from the SCSB. Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than the times mentioned above on the Bid/ Issue Closing Date. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Bidders are cautioned that in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically experienced in public offerings, some Bids may not be uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Company, the BRLM and Syndicate member will not be responsible. Bids will be accepted only on Business Days. On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchanges only for Uploading the Bids submitted by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of time period for acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock Exchanges within half an hour of such closure. The Company in consultation with the BRLM, reserve the right to revise the Price Band during the Bidding/ Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed in this Red Herring Prospectus and the Cap Price will be revised accordingly. In case of revision of the Price Band, the Issue Period will be extended for a minimum of three additional working days after revision of Price Band subject to the Bid/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the changes on the websites of the BRLM and at the terminals of the Syndicate. UNDERWRITING AGREEMENT After the determination of the Issue Price and allocation of Equity Share, but prior to filing of the Prospectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be issued in this Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement dated [�], the obligations of the Underwriters are several and not joint and are subject to certain conditions, as specified therein. The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This Portion has been intentionally left blank and will be filed in before filling of Prospectus with ROC) Name and Address of the Underwriter Indicative number of

Equity Shares to be Underwritten

Amount Underwritten (` in Crores)

Corporate Strategic Allianz Limited 402, Samedh Complex, Nr. Associated Petrol Pump, C.G. Road, Ahmedabad – 380006 SEBI Regn No: INM000011260

[�] [�]

[�] [�] [�]

42

The above-mentioned amount is indicative underwriting and would be finalized after determination of the Issue Price and actual allocation. In the opinion of the Board of Directors of the company (based on a certificate given by the Underwriters), the resources of the above mentioned underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The abovementioned Underwriters are registered with SEBI and are eligible to underwrite as per applicable guideline. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure / subscribe to the Equity Shares to the extent of the defaulted amount as specified in the Underwriting Agreement. For further details about allocation please refer to “Other Regulatory and Statutory Disclosures” on page 188 of this Offer Document.

43

CAPITAL STRUCTURE

The Equity Share Capital of our Company as on the date of filing of this Draft Red Herring Prospectus with SEBI (before and after the issue) is set forth below: Particulars Nominal

Value (`) Aggregate

Value (` In crores)

A Authorized Equity Capital 40.00 40.00 4,00,00,000 Equity Shares of ` 10/- each B Issued, Subscribed & Paid-up Share Capital

prior to the Issue 25.00 25.00

2,50,00,000 Equity Shares of ` 10/- each C Present Issue in Terms of this Draft Red

Herring Prospectus #

1,30,00,000 Equity Shares of ` 10/- each fully paid- up

13.00 [�]

j Of which,

� QIB Portion of upto 65,00,000 equity

shares of ` 10/-* � Non Institutional Portion not less than

19, 50,000 equity shares of ` 10 each. � Retail portion of not less than 45,50,000

equity shares of ` 10/- each.

[�]

[�]

[�]

[�]

[�]

[�]

D Issued, Subscribed and Paid up Capital after Issue.

3,80,00,000 Equity Shares of ` 10/- each 38.00 [�] E Share Premium Account Share Premium Account before the Issue Nil Nil Share Premium Account after the Issue** [�] [�]

# The present issue of 1,30,00,000 equity shares in terms of this Draft Red Herring Prospectus has been authorised by a resolution of our Board dated 19th January, 2012 and by a special resolution passed pursuant to Section 81(1A) of the Companies Act, 1956 at the EGM by the shareholders of our Company held on 14th February, 2012

* 5% of the QIB portion i.e 3,25,000 Equity Shares of ` 10/- each are available for allocation on a proportionate basis to Mutual Funds and the remainder of the QIB portion shall be acailable for Allocation on a proportionate basis to all QIB Bidders including Mutual Funds.

*Subject to valid bids being received at or above the Issue Price, in case of under subscription, if any, in the Issue, spillover to the extent of under subscription shall be permitted from other categories or a combination of categories in the Issue at the description of our company in consultation with BRLM and the Designated Stock Exchange. Such inter-se spillover, if any, would be effectuated in accordance with applicable laws, rules, regulations and guidelines.

** The Securities Premium Account after the Issue will be determined after Book Building Process.

44

Notes to Capital Structure 2. Increase in Authorized Share Capital since Incorporation Date Particulars of

Increase Increased (No of Shares) Equity

Shares Face Value in `

Resolution Passed at

From To 10/08/2010 Subscription to the

Memorandum 0 30,00,00,000 3,00,00,000 10 N.A

11/07/2011 Increase in Authorised Share Capital

30,00,00,000 40,00,00,000 4,00,00,000 10 EGM

3. Share Capital History : Our Existing Share Capital has been subscribed and allotted as under : Equity Share Capital

Date of Allotment/ Fully Paid

Up

No. of Equity Shares Allotted

Face Value (`)

Issue Price

(`)

Consideration

Cumulative Number of

Equity Shares

Cumulative Paid up Share Capital

(` in Crores)

Cumulative Share Premium

(` in Crores)

10/08/2010 25000000 10 10 On conversion of partners’ capital into share capital

2,50,00,000 25.00 NIL

4. Equity Shares Issued for Consideration other than Cash :

Except as set out in the table below, we have made no issues of shares for consideration other than cash :

Date of Allotment

Name of Allottees Number of Equity Shares

Face Value (`)

Reason for Allotment

Whether benefits have

accrued to the issuer

10/08/2010 Shri Shrikant Parikh 1,18,75,000 10 Subscription Memorandum

No

10/08/2010 Shri Jesingbhai B Parikh 1,87,500 10 Subscription Memorandum

No

10/08/2010 C. Mahendra Jewels Private Limited

81,25,000 10 Subscription Memorandum

No

10/08/2010 Minal Industries Ltd 46,25,000 10 Subscription Memorandum

No

10/08/2010 Minal Infracons Private Limited

62,500 10 Subscription Memorandum

No

10/08/2010 Minal Infrastructures and Properties Private Limited

62,500 10 Subscription Memorandum

No

45

10/08/2010 Minal Lifestyle Private Limited

62,500 10 Subscription Memorandum

No

Total 2,50,00,000

The shares have been issued to the partners of erstwhile partnership firm C. Mahendra Infojewels on account of conversion under Part IX of the Companies Act, 1956 as subscribers’ to the MOA.

5. Details of Build Up, Contribution and Lock in of Promoters

A. Capital built up of the Promoters

Name of the

Promoter

Date of Allotment / Transfer and made fully paid

Nature of Allotment

No. of Shares

Cummulative Shares

Face Value

(`)

Issue/ Transfer Price

(`)

Consideration

% of Pre

issue capital

% of Post issue

capital

Shri Jeshinglal B Parikh

10/08/2011 Subscription to the Memorandum

1,87,500 1,87,500 10 10 On conversion of partners capital into share capital

0.75 0.49

Shri Shrikant Parikh

10/08/2010 Subscription to the Memorandum

1,18,75,000 1,18,75,000 10 10 On conversion of partners capital into share capital

01/12/2011 Transfer from MInal Industries Limited

4,00,000 1,22,75,000 10 10 Cash 49.10 32.30

C. Mahendra Jewels Pvt. Ltd*

10/08/2010 Subscription to the Memorandum

81,25,000 81,25,000 10 10 On conversion of partners capital into share capital

32.50 21.38

Minal Industries Limited

10/08/2010 Subscription to the Memorandum

46,25,000 46,25,000 10 10 On conversion of partners capital into share

46

capital 01/12/2011 Transfer to

Shrikant Parikh

(4,00,000) 42,25,000 10 10 cash 16.90 11.13

* C. Mahendra Jewels Pvt. Ltd ( Transferor company) will be merged with Minal Industries Limited (Transferee Company) With effect from 1st April 2010 and subject to the provisions of amalgamation scheme , the entire undertaking of the Transferor Company including the assets and liabilities as on 1st April,2010 shall pursuant to Section 394(2) of the Act, without any further act, instrument or deed, be and shall stand transferred to and vested in and/or be deemed to have been and stood transferred to and vested in the Transferee Company

Details of aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a body corporate

(1) C Mahendra Jewels Pvt. Ltd Sr. No Name of the Shareholders No. of Shares

1. Jesingbhai Badarmal Parikh 9,75,000 2. Mahendra Chandulal Shah 5,25,000 3. Champak kiritlal Mehta 5,25,000 4. Nirvani Trust 9,75,000

Total 30,00,000

(2) Minal Industries Ltd Sr. No Name of the Shareholders No. of Shares

1. Jesingbhai Badarmal Parikh 3,01,26,055 2. Vikram Parikh 7,78,685 3. Shri Shrikant Parikh 0 4. Arpita Shrikant Parikh 0 5. Amulkumar Jethalal Patel 0 6. Jugatram Vijayshankar Joshi 0

Total 3,09,04,740

B. Details of Promoters contribution locked in for three years Pursuant to the provisions Regulation 36 of SEBI ICDR Regulations, an aggregate of 20% of the post-Issue Equity Capital of the Company held by Promoters shall be locked in for a period of three years from the date of Allotment of Equity Shares in the Issue. The details of such lock in are given below:

Name of

Promoter

Date of allotment / Transfer and made fully paid

Nature of allotment (Bonus,

Rights etc.)

No. of Shares

Face Value

(`)

Issue/ Transfer Price

(`)

Consideration

Cummulative

Shares

% of Post Issue

Capital

Lock in

period (Years)

Shri Shrikant Parikh

10/08/2010

Subscription to the Memorandum

76,00,000

10 10 Other Than Cash

76,00,000

20% 3 years

In compliance with Regulation 33 sub-regulation (1) clause (b) of SEBI ICDR Regulations, the aforesaid shares are eligible to form a part of promoter’s contribution.

47

Our Promoters have given specific written consent for inclusion of the aforesaid Equity Shares as a part of promoters contribution which is subject to lock-in period of 3 years from the date of Allotment of Equity Shares in the proposed issue or date of commencement of commercial production whichever is later. The above Equity Shares are eligible for computation of promoter’s contribution and lock-in in terms of Regulation 33 of SEBI ICDR Regulations.

Other than the Equity Shares locked-in as Promoter’s contribution for a period of three years as stated in the table above, the entire pre-issue capital of our company shall be locked in for a period of one year; as per Regulation 36 clause (b) and Regulation 37 of the SEBI ICDR Regulations.

The Promoters’ contribution has been brought in being not less than the specified minimum lot and from the persons defined as Promoters under the SEBI ICDR Regulations. 6. We confirm that the minimum Promoters’ contribution of 20% of the post-Issue Capital, which is

subject to lock-in for three years, does not consist of: a. Equity Shares acquired within three years before the filing of the Draft Red Herring Prospectus

with SEBI for consideration other than cash and revaluation of assets or capitalisation of intangible assets or resulting from a bonus issued by utilization of revaluation reserves or unrealized profits of our Company or from bonus issue against Equity Shares which are ineligible for minimum Promoter’s contribution.

b. Securities acquired by our Promoters, during the preceding one year, at a price lower than the price at which Equity Shares are being offered to the public in the Issue.

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

d. Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under SEBI (ICDR) Regulations, 2009.

e. Equity Shares for which specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the minimum Promoter’s contribution subject to lock-in.

f. Pledged Equity Shares held by our Promoters. 7. Details of transactions of purchase or sell by the promoter group and /or by the directors of the

company which is a promoter of the issuer and/or by the directors of the issuer and their immediate relatives (as defined under sub-clause (zb) sub-regulation (1) Regulation 2 of the SEBI (ICDR) Regulations, 2009) in Equity Shares within six months immediately preceding the date of filing of the Draft Red Herring Prospectus with SEBI Transferor Transferee Date of

Transaction No. of Equity Shares

Transaction Price(`)

Nature of Transaction

Minal Industries Limited

Shrikant Parikh 01.12.2011 4,00,000 10 Purchase of shares by promoter from corporate promoter

8. Details of shareholding pattern of Our Company, before and after the Issue.

The shareholding pattern of our Company before the Issue as prescribed under clause 35 of the Listing Agreement is mentioned below:

48

Category Code (I)

Category of Shareholder (II)

No. of Shareholders (III)

Total of No. of shares (IV)

No. of Shares held in Dematerialized form (V)

Total Shareholding as a % of total no of shares

Shares pledged or otherwise encumbered

As a % of (A+B) (VI)

As a % of (A+B+C) (VII)

No. of Shares (VIII)

As a % (IX)= (VIII)/(IV)*100

(A) Promoter and Promoter Group

(1) Indian (a) Individuals/HUF 2 1,24,62,500 Nil 49.85 49.85 Nil Nil (b) Central

Government/ State Govt(s)

Nil Nil Nil Nil Nil Nil Nil

(c) Bodies Corporate 5 1,25,37,500 Nil 50.15 50.15 Nil Nil (d) Financial

Institutions/Banks Nil Nil Nil Nil Nil Nil Nil

(e) Any Other (specify)

Nil Nil Nil Nil Nil Nil Nil

Sub-Total (A)(1) 7 2,50,00,000 Nil 100.00 100.00 Nil Nil (2) Foreign Nil Nil (a) Individuals (Non-

Resident Individuals/ Foreign Individuals)

Nil Nil Nil Nil Nil Nil Nil

(b) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil (c) Institutions Nil Nil Nil Nil Nil Nil Nil (d) Any Other

(specify) Nil Nil Nil Nil Nil Nil Nil

Sub-Total (A)(2) 7 2,50,00,000 Nil 100.00 100.00 Nil Nil Total

Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

7

2,50,00,000

Nil

100.00

100.00

Nil

Nil

(B) Public Shareholding

(1) Institutions Nil Nil (a) Mutual Funds/UTI Nil Nil Nil Nil Nil Nil Nil (b) Financial

Institutions/Banks Nil Nil Nil Nil Nil Nil Nil

(c) Central Government/State Government(s)

Nil Nil Nil Nil Nil Nil Nil

(d) Venture Capital Funds

Nil Nil Nil Nil Nil Nil Nil

(e) Insurance companies

Nil Nil Nil Nil Nil Nil Nil

(f) Foreign Institutional Investors

Nil Nil Nil Nil Nil Nil Nil

(g) Foreign Venture Capital Investors

Nil Nil Nil Nil Nil Nil Nil

(h) Any Other (specify)

Nil Nil Nil Nil Nil Nil Nil

Sub Total (B) (1) Nil Nil Nil Nil Nil Nil Nil (2) Non Institutions (a) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil

49

(b) Individuals- (i) Individual

shareholders holding nominal share capital up to ` 1 lakh.

(ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

Nil Nil Nil Nil Nil Nil Nil

(c) Any other (specify)

Nil Nil Nil Nil Nil Nil Nil

Sub-Total (B)(2) Nil Nil Nil Nil Nil Nil Nil Total Public

Shareholding (B)= (B)(1)+(B)(2)

Nil Nil Nil Nil Nil Nil Nil

Total (A)+(B) 7 2,50,00,000 100.00 100.00 100.00 Nil Nil (C) Shares held by

Custodians and against which the depository receipts have been issued

Nil Nil Nil Nil Nil Nil Nil

(i) Promoter and Promoter Group

Nil Nil Nil Nil Nil Nil Nil

(ii) Public Nil Nil Nil Nil Nil Nil Nil GRAND TOTAL

(A)+(B)+(C) 7 2,50,00,000 100.00 100.00 100.00 Nil Nil

The Pre and Post Issue Shareholding pattern of our company is as follows: -

Sr. Particulars Pre- Issue Post- Issue No. of

Shares % Holding No. of

Shares %

HoldingA Promoters Shri Shrikant Parikh 1,22,75,000 49.10 1,22,75,000 32.30 Shri Jesingbhai B Parikh 1,87,500 0.75 1,87,500 0.49 C. Mahendra Jewels Private

Limited 81,25,000 32.50 81,25,000 21.38

Minal Industries Ltd 42,25,000 16.90 42,25,000 11.13 Sub Total … (1) 2,48,12,500 99.25 2,48,12,500 65.30

B Promoters Group 1,87,500 Minal Infracons Private Limited 62,500 0.25 62,500 0.16 Minal Infrastructures and

Properties Private Limited 62,500 0.25 62,500 0.16

Minal Lifestyle Private Limited 62,500 0.25 62,500 0.16 Sub Total … (2) 1,87,500 0.75 1,87,500 0.48

C Public Issue 0 0 1,30,00,000 34.22 Total ( 1+2) 2,50,00,000 100.00 3,80,00,000 100.00

9. The Top Ten Shareholders of our Company and their Shareholding is set forth below:-

50

(a) Particulars of the top Seven shareholders as on the date of filling the Draft Red Herring Prospectus with SEBI, as the company has seven shareholders on the date of filling the Draft Red Herring Prospectus.

Sr. No

Name of the Shareholders No. of Shares % of the Issued Capital

1. Shri Shrikant Parikh 1,22,75,000 49.102. C. Mahendra Jewels Pvt. Ltd 81,25,000 32.503. Minal Industries Limited 42.25,000 16.904. Shri Jeshinglal B Parikh 1,87,500 00.755. Minal Lifestyles Pvt. Ltd 62,500 00.256. Minal Infracons Pvt. Ltd 62,500 00.257. Minal Infrastructures & Properties Pvt.

Ltd 62,500 00.25

Total 2,50,00,000 100

(b) Particulars of the top seven shareholders ten days prior to the date of filling the Draft Red Herring Prospectus with SEBI as the company has seven shareholders on the date of filling the Draft Red Herring Prospectus.

Sr. No

Name of the Shareholders No. of Shares % of the Issued Capital

1. Shri Shrikant Parikh 1,22,75,000 49.102. C. Mahendra Jewels Pvt. Ltd 81,25,000 32.503. Minal Industries Limited 42.25,000 16.904. Shri Jeshinglal B Parikh 1,87,500 00.755. Minal Lifestyles Pvt. Ltd 62,500 00.256. Minal Infracons Pvt. Ltd 62,500 00.257. Minal Infrastructures & Properties

Pvt..Ltd 62,500 00.25

Total 2,50,00,000 100

( c) Particulars of the top seven shareholders two years prior to the date of filling the Draft Red Herring Prospectus with SEBI.

The company was incorporated on August 10, 2010 hence there were no shareholders two years

prior to the date of filling the Draft Red Herring Prospectus with SEBI.

10. In terms of Regulation 39 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters locked-in for a period of one year can be pledged with any scheduled commercial banks or public financial institutions as collateral security for loans granted by such scheduled commercial banks or public financial institutions, provided that the pledge of shares is one of the terms of sanction of such loan.

Further, the Equity Shares which have been locked-in for a period of three years as minimum Promoter‘s contribution can be pledged with any scheduled commercial banks or public financial institutions only if, in addition to fulfilling the aforesaid requirements, the loan (for which the Equity Shares are pledged) is towards financing one or more objects of this Issue. However, as on date of the Red Herring Prospectus, none of the Equity Shares held by our Promoter have been pledged to any person, including banks and financial institutions

In terms of undertaking executed by our promoters, Equity shares forming a part of promoter’s contribution subject to lock-in will not be disposed/sold/transferred by our promoters during that period starting from the date of filling of the Draft Red Herring Prospectus with SEBI till the date of commencement of lock-in period as stated in the Draft Red Herring Prospectus.

51

11. Till date, no Equity Shares have been allotted pursuant to any scheme approved under section 391-

394 of the Companies Act, 1956.

12. None of our Equity Shares have been issued out of revaluation reserve of fixed assets. 13. Our Company does not have any Employee Stock Option Scheme /Employee Stock Purchase Plan for

our employees and we do not intend to allot any shares to our employees under Employee Stock Option Scheme / Employee Stock Purchase Plan from the proposed issue. As and when, options are granted to our employees under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Plan) Guidelines 1999.

Our Company shall ensure that transactions in the Equity Shares by our Promoters and our Promoter Group between the date of registering the Red Herring Prospectus with the RoC and the Bid/Issue Closing Date shall be reported to the Stock Exchanges within Twenty-four hours of such transaction.

14. None of our Promoter, Promoter Group Entities, Directors or the relatives have financed the purchase

of the Equity Shares of our Company by any other person or entity other than in normal course of business of any such entity/individual or otherwise during the period of six months immediately preceding the date of filing the Draft Red Herring Prospectus with SEBI.

15. Our Company, Our Promoter, Our Directors and the BRLMs to this issue have not entered into any

buy-back, standby or similar arrangements with any person for purchase of our Equity Shares issued by our Company through the Draft Red Herring Prospectus.

16. An over-subscription to the extent of 10% of the net offer to public can be retained for the purpose of rounding off to the nearest multiple of allotment lot, while finalizing the Basis of Allotment.

Consequently, the actual allotment may go up by a maximum of 10% of the Issue, as a result of which, the post-issue paid up capital after the Issue would also increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the Promoter and subject to lock- in shall be suitably increased; so as to ensure that 20% of the Post Issue paid-up capital is locked in.

17. In case of over-subscription in all categories, upto 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (including specific allocation of 5% within the category of QIBs for Indian Mutual Funds). Further a not less than 15% of the Net Issue to the Public 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.

18. Under subscription, if any, in the Qualified Institutional Buyers Portion, Non-institutional Portion and

Retail Portion shall be allowed to be met with spill over from the other categories, at the sole discretion of our Company and BRLMs. However, if the aggregate demand by Mutual Funds is less than 5% of QIB Portion, the balance share available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to QIB Bidders.

19. As on the date of filing of this Draft Red Herring Prospectus with SEBI, the entire issued share

capital of our company is fully paid-up. The Equity shares offered through this Public Issue will be fully paid up.

20. In terms of Regulation 40 of the SEBI Regulations, locked in Equity Shares held by the promoters may be transferred to and amongst the promoters/promoter group or to a new promoter or person in control of our company subject to continuation of the lock-in in the hand of the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as applicable.

52

21. Equity Shares held by persons other than Promoter’s, which are locked-in as per the provisions of Regulation 37 of SEBI ICDR Regulation may be transferred to any other person holding shares prior to the issue, subject to continuation of lock-in with the transferees for the remaining period and compliance with the SEBI Takeover Regulations, as applicable.

22. As on the date of this, DRHP, none of the shares held by our Promoters/Promoters group are

pledged with any financial institutions or banks or any third party as security for repayments of loans.

23. The Equity Shares which are subject to lock-in shall carry the inscription ‘non-transferable’ and lock-in period and the non-transferability of Equity Shares shall be intimated to the depositories namely NSDL and CDSL. The details of lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before the listing of the Equity Shares.

24. The BRLMs and their associates do not hold any Equity Shares in our Company.

25. Our Company has not made any public issue since incorporation.

26. There will be only one denomination of the Equity Shares of our Company unless otherwise permitted by law, our Company shall comply with such disclosure, and accounting norms as may be specified by SEBI from time to time.

27. There would be no further issue of capital whether by way of issue of bonus shares, preferential

allotment, and 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 issued through the Prospectus are listed or application moneys refunded on account of failure of Issue.

28. Our Promoters and members will not participate in the Issue. 29. Our Company has not raised any Bridge loan against the proceeds of the Issue. 30. As on the date of filing of the Draft Red Herring Prospectus with SEBI, there are no outstanding

warrants, options or rights to convert debentures, loans or other financial instruments into our Equity Shares.

31. A Bidder cannot make a Bid for more than the number of Equity Shares being issued through this Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor.

32. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise

shall be made either by us or our Promoters to the persons who receive allotments, if any, in this issue.

33. We presently do not have any intention or proposal to alter our capital structure for a period of Six (6)

months from the date of opening of the Issue, by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly, for our Equity Shares) except that if we acquire companies/ business or enter into joint venture(s), we may consider additional capital to fund such activities or to use Equity Shares as a currency for acquisition or participation in such joint ventures.

34. The Equity Shares would be issued and traded on BSE and NSE in dematerialized form. Hence the

market lot of the Equity Shares is 1 (one).

35. We have 7 shareholders as on the date of filing of the Draft Red Herring Prospectus.

53

SECTION–IV – PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The object of the Issue is to raise financial resources for:- Sr. No Objects

1. Setting up unit of Gold Refinery Unit 2. Repayment of Unsecured loans. 3. Augmenting Working Capital Resources 4. General Corporate Purposes 5. Public Issue Expenses

The other objects of the issue also include listing of shares of our company additionally on BSE and NSE. We believe that listing on BSE and NSE will enhance our visibility and brand name and enable us to avail of future growth opportunities. The main object and objects incidental or ancillary to the main objects set out in our Memorandum enable us to undertake our existing activities and the activities for which the funds are being raised by us through the Issue. Our Company intends to utilize the proceeds of the Issue, after deducting the Issue related expenses which is estimated at ` [�] Crores (“Net Proceeds”) for financing the above-mentioned objects. The Issue expenses, if any, paid out of the internal accrual will be replenished by the proceeds of the Issue. Cost of Project and Means of Finance:- The Funds Requirement of the Object mentioned above are as follows:-

(` In crores) Sr. No. Objects Amount

1. Setting up of Gold Refinery Unit 03.602. Repayment of unsecured loan from ex partners 71.09

3. Augmenting Working Capital Resources 54.00 4. General Corporate Purposes [�] 5. Public Issue Expenses [�]

Means of Finance (` In crores) Sr. No. Means of Finance Amount

1. Proceeds of the Issue [�]2. Internal Cash Accruals [�]

Total The fund requirement and deployment are based on internal management estimates, vendors’ quotations and have not been appraised by Bank or Financial Institution. In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in the Issue. No part of the Issue proceeds will be paid by us as consideration to our Promoters, Directors, Key Management Personnel except in the normal course of business.

54

In case of a shortfall in the Net Proceeds, we may explore a range of options including utilizing our internal accruals, and/or seeking additional debt from existing and or other lenders. We may have to revise our expenditure and fund requirements as a result of variations in the cost structure, changes in estimates and external factors, which may not be within the control of our management. This may entail rescheduling, revising or canceling the planned expenditure and fund requirements and increasing or decreasing the expenditure for a particular purpose from its planned expenditure mentioned below at the discretion of our management. In addition, the estimated dates of completion of the Objects of the Issue as described herein are based on management’s current expectations and are subject to change due to various factors including those described above, some of which may not be in our control. Accordingly, the Net Proceeds of the Issue would be used to meet all or any of the uses of the funds described herein. We propose to meet our expenditure towards the Objects of the Issue out of the proceeds of the Issue. As per, Clause VII C of Part A of Schedule VIII of the ICDR Regulations (which requires firm arrangements of finance through verifiable means for 75% of the stated means of finance, excluding the amount to be raised through the proposed issue) does not apply. Details of Project

1. Setting up Gold Refinery Unit C Mahendra Info Jewels Limited is currently involved in manufacturing of diamond studded jewellery in Seepz , Mumbai for export market. The manufacture of gold jewellery will always generate scrap material, whether made by traditional techniques in a workshop or by mass manufacture in a factory. Investment casting sprues and “webbing“ strip from stamping are two obvious examples of this, where the quality, i.e., alloy composition and cleanliness, are known. The efficient recovery of scraps and wastes in gold jewellery manufacture is a vital component of a profitable jewellery manufacturing business, irrespective of whether it is a large factory or small, traditional workshop. Gold and other precious metals “lost“ in the manufacturing process can be a significant cost factor that impacts product cost and business competitiveness. Much of the scrap generated in production can be cleaned and recycled, but contaminated scrap and other wastes need to be collected and refined back to pure gold to recover the value of the precious metal. Such scraps and wastes need to be pre-treated before refining to reduce costs and maximize recovery of precious metals. we have decided to put up independently operating full scale Precious Metal Refinery ( Refining Capacity :- 1000 kgs of pure metal per month ) which will be used for captive usage as well as to cater other Jewelry establishments located in the SEEPZ Our Company intends to utilize ` 3.60 crores for setting up Gold Refinery Unit at Plot No 16(P), 17,28 & 29(P) SEEPZ-SEZ, Andheri (E) , Mumbai. A detailed break- up of the fund requirement for setting up aforesaid project is tabularized below

(` in crores) Sr. No

Particulars Basis of estimation Amount

1. Refining Tumbler Plant for 10 Kg* ( Qty 4)

Quotation Received from EUrotecnichesrl 1.22

2. Plant Accessories* Quotations received from Indutherm 0.143. Tilting Furnace TF 1200 including

parts for installation* Quotations received from Indutherm 0.18

4. Granulating Machine GU1000 D* with vacuum graining System

Quotations received from Indutherm 0.30

4. Laboratory, Measuring Instruments and Material Handling Equipments

Estimated by Management 0.50

5 Furniture and Fixtures Quotation received from Shyam Furniture dated 01.03.2012

0.21

6 Health and Safety Equipments Estimated by Management 0.05

55

7 Effluent Treatment Plant Estimated by Management 0.808 Fabrication work for Main process

area, Acid Room, Laboratory, Burnout to Boiler ,Air circulation system and ETP plant

Quotation received from Manas Fabrication dated 24.02.2012

0.20

TOTAL 3.60* Quotations received in Euro have been converted at ` 68.46 per Euro as on 23rd March, 2012. (www.oanada.com)

Implementation Schedule Sr. No Particular Commencement

Date Completion Date

1. Plant and Machineries December 2012 March 2013 2. Furniture and Fixtures December 2012 March 2013 3. Trial Run April 2013 4. Commercial Production April 2013

2. Repayment of Unsecured Loan The erstwhile partners of the partnership firm have converted their partners capital in the form of unsecured loans repayable by the remaining partners. The partnership firm was converted in to limited company and the company has to repay the unsecured loan to partners as per the retirement deed executed on 20th May,2009. The details of unsecured loan outstanding as on the date of retirement is as follow.

(` in crores) Sr.No. Name of Partner Amount of Capital

1 C. Mahendra International limited 32.55 2 Mahendra C. Shah 3.95 3 Champak K.Mehta 3.81 4 Paras C. Mehta 0.80 5 Samir P.Shah 0.78 6 Suresh K.Mehta 0.80 7 Sandeep.M.Shah 0.80 8 Praveen C.Shah 0.96 9 Kanu C. Shah 1.00 10 Praveen K.Mehta 0.93 11 Prakash K.Mehta 1.06 Total 47.44 The present outstanding loan to be paid to the unsecured loan creditors as on February 28, 2012 who were the partners of the erstwhile partnership firm is as follow.

(` in crores) Sr.No. Name of Partner Amount of Capital 1 C. Mahendra International limited 5.20 2 Mahendra C. Shah 3.95 3 Champak K.Mehta 3.81 4 Paras C. Mehta 0.80 5 Samir P.Shah 0.78

56

6 Suresh K.Mehta 0.80 7 Sandeep.M.Shah 0.80 8 Praveen C.Shah 0.96 9 Kanu C. Shah 1.00 10 Praveen K.Mehta 0.93 11 Prakash K.Mehta 1.06 12 Mahendra C. Shah 25.50 13 Champak K.Mehta 25.50 Total 71.09 The company has to make the payment of ` 98.43 crores as per the retirement deed executed on 20th May, 2009 to all the partners. Out of the total liability of ` 98.43 crores the company has already made payment of ` 27.36 crores. The additional payment to be made to Mahendra C. Shah and Champak K, Mehta was against the acquisition of 10, 50,000 equity shares of C. Mahendra Jewels Private Limited. However the C. Mahendra Jewels Private limited is going to be amalgamated with Minal Industries Limited and as per the Scheme of amalgamation submitted to to the Mumbai High court and Mumbai Stock exchange the exchange ratio is 40 Equity shares of Minal Indusites Limited having face value of ` 2/- each against the One Equity share of C. Mahendra Jewels Private limited having face value of ` 10/- each. The total paid up capital of Minal industries Limited post amalgamation will be 19,19,00650 Equity shares of ` 2 each and out of that the C.Mahendra Infojewels Limited will be holding 4,20,00,000 shares representing 21.89 % of Post amalgamation Equity share capital of Minal Industries Limited.

3. Augmenting working capital Resources The company operates in industry sector where the working capital requirement is intensive. In jewellery industry the stock holding and credit period to be given to the clients are major components of working capital requirement. As on 30th September, 2011 the company’s combined working capital limit with Bank of India and Union Bank of India consists of ` 12.00 crores. As of 30th September, 2011 the outstanding working capital limit was ` 10.90 crores. For further details of working capital limit sanctioned by the banks, see section Titled “Financial indebtedness” on page 161 of Draft Red Herring Prospectus. Basis of Estimation of Working capital requirement

Sr. No. Particulars As at September 30,2011 (` in Crores )

Current Assets and Loans and Advances

1 Inventories 19.182 Sundry debtors 256.013 Loans and Advances 25.174 Cash and Bank balance 0.41 Total Current assets and Loans and

Advances ( A) 300.77

Current liabilities 1 Sundry Creditors for goods 179.682 Provisions 2.56 Total Current Liabilities ( B) 182.24 Net Working Capital ( A-B) 118.53 Less : Bank Finance 10.90

57

Own Funds ( Unsecured Loans+ Internal Cash Accruals + Share Capital

107.63

The details of estimated working capital requirement as at 31st March,2013 and funding of the same :

Sr. No. Particulars As at March 31,2013 (` in crores)

Current Assets and Loans and Advances

1 Inventories 47.122 Sundry debtors 197.263 Loans and Advances 30.00 Total Current assets and Loans and

Advances ( A) 274.38

Current liabilities 1 Sundry Creditors for goods 84.822 Creditors for Expenses 2.75 Total Current Liabilities ( B) 87.57 Net Working Capital ( A-B) 186.81 Less : Bank Finance 25.00 Total requirement 161.81 Own Funds ( Unsecured Loans+

Internal Cash Accruals + Share Capital

107.81

Part of the issue proceeds 54.00 Assumptions for Working Capital requirement

Sr. No. Particulars Holding period ( in No of days)

1 Inventories 502 Sundry debtors 1803 Sundry Creditors for goods 904 Creditors for Expenses 30

General Corporate Purpose We, in accordance with the policies set up by the Board will have flexibility in applying the net proceeds of the Issue, after the aforesaid objects are met, for general corporate purposes including, but not restricted to meeting contingencies for any cost overrun in the expansion project, strategic initiatives, expanding into new geographies, strengthening of market capabilities, future projects and meeting exigencies which we in the ordinary course may not foresee. As on the date of this Draft Red Herring Prospectus, we have not entered into any commitment for any strategic initiatives. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. Public Issue Expenses The Issue related expenses include, among others, lead management, underwriting and selling commissions, IPO Grading fees, printing, distribution and stationery expenses, advertising and marketing

58

expenses, and other expenses including Registrar, Depository, listing and legal fees. All expenses with respect to the Issue will be borne by the Company. The estimated Issue expenses* are as follows:

(` in Crores) S. No. Description Amount in

Crores Percentage of Total Issue Expenses

Percentage of Total Issue Size

1. Lead Management fees [�] [�] [�]2. Underwriting and selling commission

(including commission to SCSBs for ASBA Applications)

[�] [�] [�]

3. Registrar’s fees [�] [�] [�]4. Advertising and marketing expenses [�] [�] [�]5. Printing and distribution expenses [�] [�] [�]6. IPO Grading expenses [�] [�] [�]7. Advisors [�] [�] [�]8. Bankers to the Issue [�] [�] [�]9. Others (SEBI filing fees, bidding software

expenses, depository charges, listing) [�] [�] [�]

Total [�] [�] [�]* To be filled at the time of filling Red Herring Prospectus

Deployment of Funds We have incurred the following expenditure on Object of the Issue till 28th February, 2012. The same has been certified by R.H.Modi & co, Chartered Accountants, vide their certificate dated 10th March,2012. (` in crores)

Sr. No.

Deployment of Funds Amount

1. Preliminary and Pre Operative Expenses 0.07 Total 0.07

(` in crores)

Sr. No.

sources of Funds Amount

1. Internal Cash Accruals 0.07 Total 0.07

Details of Balance Fund Deployment The overall cost of the proposed project and the proposed year wise break up of deployment of funds is as under:

(` in crores) Sr. No.

Project Details Already Incurred (`)

2012-13 Total

1st

Qtr 2nd

Qtr 3rd Qtr 4th Qtr

1. Setting up of Gold Refinery Uniti

[�] [�] [�] [�] 4.45 4.45

2. Repayment of Unsecured Loans

[�] [�] [�] [�] 71.09 71.09

3. Augmenting working capital requirement

[�] [�] [�] [�] 54.00 54.00

4. General Corporate Purpose

[�] [�] [�] [�] [�] [�]

59

5. Public Issue expenses

[�] [�] [�] [�] [�] [�]

Total [�] [�] [�] [�] [�] [�] Means of finance The management, in accordance with the policies set up by the Board, will have flexibility in deploying the Net Proceeds, as well as the discretion to revise its business plan from time to time and consequently the funding requirement and deployment of funds may also change. This may include rescheduling the proposed utilisation of Net Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilisation of Net Proceeds. In the event of significant variations in the proposed utilisation, approval of the shareholders of the Company shall be duly sought. In case of variations in the actual utilisation of funds earmarked for the purposes set forth below, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in this Issue. If surplus funds are unavailable, the required financing will be through internal accruals and debt. Any excess amount raised over and above the project cost as estimated, including any amount realised as proceeds of the Issue, will be used to meet any additional contingency for the Objects or for general corporate purposes. In the event the Net Proceeds fall short of the investment required for the proposed Objects and the Issue expenses, the same will be funded from the internal accruals of the Company or through banks as and when required. Interim Use of Proceeds The management, in accordance with the policies established by the Board of Directors, will have the flexibility in deploying the Net Proceeds received by us. Pending utilization for the purposes described above, we intend to invest the funds in high quality interest/dividend bearing liquid instruments including money market mutual funds and deposits with banks for the necessary duration and other fixed and variable return instruments. Monitoring of Utilisation of Funds As the size of the Issue will not exceed ` 50,000 lakhs, the appointment of Monitoring Agency would not be required as per Regulation 16 of the ICDR Regulations. The Audit Committee appointed by our Board of Directors will monitor the utilization of the proceeds of the Issue. Our Company will disclose the details of the utilization of the Issue proceeds, including interim use, under a separate head in our financial statement specifying the purpose for which such proceeds have been utilized or otherwise disclosed as per the disclosure requirements of our listing agreements with the Stock Exchanges and in particular, Clause 49 of the Listing Agreement. The statement shall be certified by our Statutory Auditors. Further, in terms of clause 43A of the Listing Agreement, we will furnish to the Stock Exchanges on a quarterly basis, a statement indicating material deviations, if any, in the use of proceeds from the objects stated in the Red Herring Prospectus. Further, this information shall be furnished to the Stock Exchanges along with the interim or annual financial results submitted under clause 41 of the Listing Agreement and shall be published in the newspapers simultaneously with the interim or annual financial results, after placing it before the Audit Committee in terms of clause 49 of the Listing Agreement. For risks associated with our proposed utilization of the Net Proceeds of the Issue, see �Risk Factors on page 14 of this Draft Red Herring Prospectus.

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BASIS FOR ISSUE PRICE Investors should read the following summary with the section titled Risk Factors and the details about our Company under the section titled "Business Overview” and its financial statements under the section titled “Financial Information " beginning on pages 14, 87 and 126 respectively of this Draft Red Herring Prospectus. The trading price of the Equity Shares of our Company could decline due to these risks and the investor may lose all or part of his investment. The Issue Price will be determined by the Company in consultation with the BRLM on the basis of the assessment of market demand for the Equity Shares by the Book Building Process. The face value of the Equity Shares is ` 10 each and the Issue Price is [�] times of the face value at the lower end of the Price Band and [�] times the face value at the higher end of the Price Band. Qualitative Factors

� Technically skilled Promoter and experienced management team � Use of Modern technology and Quality standards � Cost efficient sourcing and locational advantage � Value added service tagging, padding & Bagging � Direct marketing to the chain stores � Experienced management team and motivated employee

For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to sections titled " Business Overview” and "Risk Factors" beginning on pages 87 and 14 respectively of this Draft Red Herring Prospectus. Quantitative Factors Presented in this section is derived from our Company’s financial statements prepared in accordance with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows:

1. Weighted Average Earning per Share (EPS) of Face Value of ` 10/- Year ended EPS (`) Weight

31st March 2009* 5.64 131st March 2010* 0.84 231st March 2011 3.57 3Weighted average Earnings Per Equity Share

3.01

Quarter ended September 30, 2011

3.83

1. The status of the Company prior to 10 August 2010 was that of a partnership firm. Hence, EPS and NAV per share have been computed for all the periods/ years prior to 31 March 2011 by considering the number of shares outstanding as at 10 August 2010

2. The face value of each equity share is ` 10. 3. Earnings per share calculations are in accordance with the Accounting Standard 20 “Earnings per Share” issued by Chartered Accountants of India. 3. Price Earnings ratio (P/E ratio) in relation to the Issue Price of ` per share

Particulars Issue Price of ` per share Based on EPS for March 31, 2011 of [�] Based on weighted average EPS of ` [�]

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Particulars Industry P/E

Highest( Asian Star Co) 41.1Lowest (Su-Raj Diamond) 2.2Industry Composite 14.5Source: Capital Market-Jan 09-22, 2012

4. Return on Net worth Year ended RONW (%) Weight March 31, 2009 72.11 1March 31, 2010 3.25 2March 31, 2011 26.21 3 Weighted Average RONW 26.18Half Year Ended September 30, 2011

21.95

5. Minimum Return on Increased Net Worth Required to Maintain Pre-Issue EPS The minimum

return on increased net worth required to maintain pre-Issue EPS of `[�] is [�]% at the lower end of the price band and [�]% at the higher end of the price band.

6. Net Asset Value (NAV) per share (`) as per our financial information

Particulars NAV per share (`)

As on March 31, 2011 13.62Pre-Issue (as on September 30,2011

17.45

Issue Price [�] Post Issue [�] Note:

(i) Issue Price and the NAV after the Issue will be determined on conclusion of Book Building Process. (ii) NAV is the net worth as divided by number of shares outstanding as at September 30, 2011.

7. Comparison with Industry Peers and Industry average we have chosen the companies

which we believe are our peers. The comparison of Accounting Ratios with Industry Peers is as follows:

Name FV (`) EPS (`) RONW (%) NAV per share (`) P/E Thangmayil Jewellery Limited 10 22.84 31.90 71.58 6.57Shree Ganesh Jewellery House Limited

10 43.48 24.65 218 2.30

Renaissance Jewellery 10 17.30 12.60 137.23 4.62Source: Company Annual Report *All comparisons are as per the Financials of the Issuer for the year ended March 31, 2011

8. The face value of our Equity Shares is ` 10 and the Issue Price is ` [�] i.e., [�] times of the face Value.

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The Issue Price of ` [] has been determined by our Company in consultation with the BRLM, on the basis of assessment of market demand for the Equity Shares by way of Book Building and is justified on the basis of the above factors. The BRLM believes that the Issue Price of ` [�]is justified in view of the above qualitative and quantitative parameters. Investors should read the above mentioned information along with section titled "Risk Factors" and “Financial Information " beginning on pages 14 and 126 respectively of this Draft Red Herring Prospectus, to have a more informed view. The trading price of the Equity Shares of our Company could decline due to the factors mentioned under the section titled "Risk Factors"

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STATEMENT OF TAX BENEFITS

The below Statement of Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of Equity Shares. The statements made are based on the tax laws in force and as interpreted by the relevant taxation authorities as of date. Investors are advised to consult their tax advisors with respect to the tax consequences of the purchase, ownership and disposal of Equity Shares. To, The Board of Directors, C. Mahendra Infojewels Limited 214A, Paradise Complex, Sayajiganj, Vadodra- Dear Sirs, We hereby report that we have reviewed the attached annexure which states the possible tax benefits available to C. Mahendra Infojewels Limited (‘the Company’) and its shareholders under the Income Tax Act, 1961 and the Wealth Tax Act, 1957 presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company or shareholders as the case may be, may or may not choose to fulfill. The benefits discussed in the attached statement are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. The Direct Taxes Code Bill, 2010 (‘DTC Bill’) has been presented on 30 August 2010 in the Lok Sabha. It is proposed that the DTC Bill would be effective from 1 April 2012 and would substitute the existing Income-tax Act, 1961 and the Wealth-tax Act, 1957. The DTC Bill be referred to a Parliamentary Standing Committee for further deliberations and would need to be approved by the Parliament and the H’ble President of India before becoming operative as law. In view of the above, the provisions contained in the DTC Bill have not been considered in this Statement of Tax Benefits. We do not express any opinion or provide any assurance as to whether: i. the Company or its shareholders will continue to obtain these benefits in future; or ii. the conditions prescribed for availing the benefits have been / would be met with. The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue authorities/ courts will concur with views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. The views are exclusively

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for the use of C Mahendra Infojewels Limited. We shall not be liable to C Mahendra Infojewels Limited for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. For R. H. Modi & Co., Chartered Accountants (Rajendra Modi) Proprietor Membership No.: 37643 Firm Registration No. 106486W Mumbai Dated: March 10, 2012

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ANNEXURE TO STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO C. MAHENDRA INFOJEWELS LIMITED (‘THE COMPANY’) AND ITS SHAREHOLDERS: I] Under the Income Tax Act, 1961 (‘the Act’):

A) BENEFITS TO THE COMPANY

1. Deduction under section 10AA of the Act:

a. Vide approval letter no SSEZ/II/23/2010-11/800 dated 30th August,2010 from the Development Commissioner, Surat Special Economic Zone. The Company has set up unit in Special Economic Zone, unit no 427 at plot no. 250 at Sachin, Surat, Gujarat, for manufacturing of Jewellery and trading of diamond. The company has commenced manufacturing / trading of diamonds and jewellery in the aforesaid unit. The afore said unit of the company is eligible to claim the deduction under section 10AA of the Act in respect of its activities of cutting and polishing of diamonds and manufacture of jewellery as follows after fulfilling the conditions under various Acts:

Years of deduction Deduction

First five consecutive assessment years beginning with the assessment year relevant to the previous year in which the Unit begins to manufacture or produce such articles or things

100% of the profits and gains derived from the export of articles or things

Next five consecutive assessment years 50% of such profit Next five consecutive assessment years So much of the amount not exceeding

50% of the profit as is debited to the profit and loss account of the previous year in respect of which the deduction is to be allowed and credited to Special Economic Zone Re-investment Reserve Account (‘SEZRRA’)

b. Vide approval letter No SEEPZ/NUS/APL/GJ-245/99/2738 dated 17.3.2000 from the Development Commissioner, SEEPZ-SEZ. The Company has set up a unit II, situated at Plot no 16(p),17,28 &29, SEEPZ, Andheri (E), Mumbai 400093 for manufacturing and export of studded Gold jewellery. The company has commenced manufacturing and export of jewellery in the aforesaid unit.

The aforesaid unit is eligible to claim the deduction under section 10AA of the Act in respect of its activities of cutting and polishing of diamonds and manufacture of jewellery as follows after fulfilling the conditions under various Acts:

Years of deduction Deduction

First five consecutive assessment years beginning with the assessment year relevant to the previous year in which the Unit begins to manufacture or produce such articles or things

100% of the profits and gains derived from the export of articles or things

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Next five consecutive assessment years 50% of such profit Next five consecutive assessment years So much of the amount not exceeding

50% of the profit as is debited to the profit and loss account of the previous year in respect of which the deduction is to be allowed and credited to Special Economic Zone Re-investment Reserve Account (‘SEZRRA’)

2. Deduction under section 35D of the Act:

Under section 35D of the Act, the Company is eligible to claim amortization of defined preliminary expenses, subject to limits specified in sub-section (3) of the said section.

3. Depreciation benefits:

Under section 32 of the Act, the Company is entitled to claim depreciation at the prescribed rates on specified tangible and intangible assets used by the Company for the purpose of its business and subject to other conditions listed in the Act.

4. Minimum Alternate Tax (‘MAT’) and Credit for the same:

The Company would be required to pay tax @ 18.5% (plus applicable surcharge and cess) on its book profits under the provisions of section 115JB of the Act in case where tax on its ‘total income’ [as term defined under section 2(45) of the Act] is less than 18.5% of its ‘book profits’ (as term defined under section 115JB of the Act). Such tax is referred to as MAT.

The difference between the MAT paid for any assessment year and the tax on its total income payable for that assessment year shall be allowed to be carried forward as ‘MAT credit’. The MAT credit shall be utilized to be set off against taxes payable on the total income in the subsequent assessment years computed in accordance with the provisions other than Section 115JB. However, it can be carried forward upto 10 assessment years succeeding the assessment year in which such MAT was paid.

5. Dividend Distribution Tax (‘DDT’):

Dividend declared/distributed/paid by the Company is subject to DDT @ 15% (plus applicable surcharge and education cess). As per section 115-O(1A), for the purpose of calculating DDT, the aforesaid amount of dividend shall be reduced by the amount received by the Company from its immediate subsidiaries by way of dividend during the FY provided the subsidiaries have paid DDT.

6. Dividend exempt under section 10(34) and 10(35) of the Act:

Dividend (whether interim or final) received by the Company from its investment in shares of another domestic company would be exempt as per the provisions of section 10(34) read with section 115O of the Act. Further, income received from units of a Mutual Fund specified under section 10(23D) of the Act would also be exempt as per the provisions of section 10(35) of the Act.

7. Computation of Capital Gain

i) Income arising on transfer of equity shares of a company or units of an equity oriented fund held by the Company will be exempt under section 10(38) of the Income-Tax Act if the said asset is a long-term capital asset (i.e. held for more than 12 months) and securities transaction tax has been charged on the said transaction. However, the said

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exemption will not be available to the company while computing the book profit and payable under section 115JB of the Income- Tax Act.

ii) The long-term capital gains arising to the Company from the transfer of listed securities or units, as defined, not covered under para 5 above shall be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the cost of acquisition or at the rate of 10% (plus applicable surcharge and education cess) of the capital gains computed before indexing the cost of acquisition, whichever is lower.

iii) The long-term capital gains not covered under para (i) and (ii)5 above shall be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the cost of acquisition / improvement.

iv) Short-term capital gains arising on transfer of equity shares or units of an oriented fund held by the Company will be chargeable to tax at the rate of 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the Income-Tax Act, if securities transaction tax has been charged on the said transaction.

8. Exemption of capital gains arising from income tax:

In accordance with and subject to the conditions, including the limit of investment of Rs. 50 lakhs, and to the extent specified in section 54EC of the Income-Tax Act, capital gains arising on transfer of long-term capital assets of the Company not covered under para 6 above shall be exempt from capital gains tax to the extent of amount invested, if investment in specified securities are made within six months from the date of transfer of the original asset in the purchase of long-term specified assets. The bonds specified for this section are bonds issued by NHAI and REC.

9. Carry forward of Losses

i) Section 72 of the Income-Tax Act provides that the business loss computed in accordance with the provisions shall be carried forward to the following assessment year to be set off against the profits and gains of business and profession and the balance shall be allowed to be carried forward for next 8 assessment year subject to the provisions of the Income-Tax Act. Unabsorbed depreciation, if any, for any assessement year can be carried forward and set off against any source of income of subsequent assessement years as per section 32 of the Income-Tax Act.

ii) As per section 74 of the Income-Tax Act short-term capital loss suffered during the year is

allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent year’s short term as well as long term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent year’s long-term capital gains.

10. As per Section 14A, no deduction shall be allowed in respect of expenditure incurred by the assessee in relation to income which does not form part of the total income under this Income-Tax Act.

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B) BENEFITS TO THE RESIDENT SHAREHOLDERS:

1. Dividends exempt under section 10(34) of the Act:

Dividend (whether interim or final) received by a shareholder from investment in shares of a domestic company would be exempt in the hands of the shareholders as per the provisions of section 10(34) read with section 115O of the Act. However, the Company has to pay DDT on the amount of dividend declared, distributed or paid.

2. Characterization of income:

The characterization of gains/losses, arising from sale of shares, as capital gains or business income would depend on the nature of holding in the hands of shareholder and various other factors.

3. Computation of capital gains:

i) Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. Shares held in a Company, any other listed securities, units of UTI, units of Mutual Fund and Zero Coupon Bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

ii) Section 48 of the Act, which prescribes the mode of computation of capital gains,

provides for deduction of cost of acquisition/improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long-term capital gains shareholders are permitted to substitute the cost of acquisition/improvement with the indexed cost of acquisition/improvement. The indexed cost of acquisition/improvement, adjusts the cost of acquisition/improvement by a cost inflation index, as prescribed from time to time. The indexed cost of acquisition/improvement is not available to a non-resident shareholder.

iii) As per the provisions of section 112 of the Act, long-term capital gains are subject to tax

at a rate of 20% (plus applicable education cess). However, proviso to section 112(1) of the Act specifies that if the long-term capital gains arising on transfer of listed securities or units, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge1 and education cess).

iv) According to the proviso to clause (a) of sub-section (1) of section 112 of the Act, in case

of an individual and a Hindu Undivided Family (‘HUF’), if the total income as reduced by the long-term capital gains is below the basic exemption limit, then the long-term capital gains shall be reduced to the extent the total income as reduced falls short of the basic exemption limit and the balance long-term capital gains would be charged to tax.

v) Effective 1 October 2004, long-term capital gains arising on sale of equity shares through

recognized stock exchange, are exempt from tax under section 10(38) of the Act, subject to Securities Transaction Tax being levied under Chapter VII of the Finance (No. 2) Act, 2004. However, long term capital gain of shareholder being a company shall be subject to income tax computed on book profit under section 115JB of the Act.

vi) Effective 1 October 2004, as per the provisions of section 111A of the Act, short-term

capital gains arising on sale of equity shares through recognized stock exchange (i.e. if shares are held for a period not exceeding 12 months), are subject to tax at the rate of 15% (plus applicable surcharge1 and education cess), provided the transaction is subject to Securities Transaction Tax being levied under Chapter VII of the Finance (No. 2) Act, 2004.

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vii) According to the proviso to sub-section (1) of section 111A of the Act, in case of an

individual and HUF, if the total income as reduced by the short-term capital gains is below the basic exemption limit, then the short-term capital gains shall be reduced to the extent the total income as reduced falls short of the basic exemption limit and the balance short-term capital gains would be charged to tax.

viii) Section 94(7) of the Act, provides that loses arising from the sale/ transfer of shares

within a period of three months prior to the record date and sold / transferred within three months after such date, will be disallowed to the extent dividend income on such shares are claimed as tax exempt.

4. Exemption of capital gains arising from income tax:

i) As per section 54EC of the Act and subject to the conditions specified therein capital

gains arising on transfer of a long-term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds (not exceeding ` 50 lakhs per FY) within six months from the date of transfer. In such a case, the cost of such bonds will not qualify for deduction under section 80C of the Act. However, if the shareholder transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year. The bonds specified for this section are bonds issued by NHAI and REC.

ii) As per the provisions of section 54F of the Act and subject to conditions specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising to an individual or HUF on transfer of shares of the Company will be exempted from capital gains tax, if the net consideration from such shares are used for purchase of residential house property within a period of one year before and two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer, provided that the individual/ HUF should not own more than one residential house other than the new residential house on the date of transfer. If only part of such net consideration is invested within the prescribed period in a residential house property, the exemption shall be allowed proportionately.

For this purpose, net consideration means full value of the consideration received or

accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer.

If the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long-term capital gains in the year in which such residential house is transferred.

Similarly, if the shareholder purchases within a period of two years or constructs within a period of three years after the date of transfer of capital asset, another residential house, then the original exemption will be taxed as long-term capital gains in the year in which the additional residential house is acquired.

5. Deduction of Securities Transaction Tax:

In case, the gain arising from sale of shares is considered as Business Income, the Securities Transaction Tax paid will be allowed as a deduction while computing the income under the head ‘Profits and gains of business or profession.

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6. Carry forward of losses

i) Section 72 of the Income-Tax Act provides that the business loss computed in accordance with the provisions shall be carried forward to the following assessment ear to be set off against the profits and gains of business and profession and the balance shall be allowed to be carried forward for next 8 assessment year subject to the provisions of the Income-Tax Act.

ii) As per Section 74 of the Income-Tax Act, short-term capital loss suffered during the

year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent year’s short-term as well as long- term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance Loss, if any, could be carried forward for eight years for claiming set-off against subsequent year’s long term capital gains.

7. As per Section 14A, no deduction shall be allowed in respect of expenditure

incurred by the assessee in relation to income which does not form not form part of the total income under this Income-Tax Act. C) BENEFITS TO THE NON-RESIDENT INDIANS/ NON-RESIDENT SHAREHOLDERS:

Apart from the benefits mentioned in 1, 2, 4 & 5 of point B above 1. Computation of capital gains:

Apart from the benefits mentioned in 3(i), 3(v), 3(vi) & 3(viii) of point B above

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. Under first proviso to section 48 of the Act, the taxable capital gains arising on transfer of capital assets being shares or debentures of an Indian company need to be computed by converting the cost of acquisition, expenditure in connection with such transfer and full value of the consideration received or accruing as a result of the transfer into the same foreign currency in which the shares were originally purchased. The resultant gains thereafter need to be reconverted into Indian currency. The conversion needs to be done at the prescribed rates prevailing on dates stipulated.

As per the provisions of section 112 of the Act, long-term gains are subject to tax at a rate of 20% (plus applicable surcharge1 and education cess). Based on the judicial precedents, a view may be taken long-term capital gains arising on transfer of listed securities or units can be computed at the rate of 10% without indexation benefit in case of non resident shares holders.

1 The surcharge is not applicable in case of an individual, HUF, AOP and partnership firm from the assessment year 2010-11

2. Special provisions relating to certain incomes of Non-Resident Indians:

As per the provisions of section 115-I of the Act, a Non-Resident Indian (‘NRI’) as defined therein has the option to be governed by the normal provisions of the Act (as applicable to non-resident shareholders as per para ‘C(1)’ above) or the provisions of Chapter XII-A of the Act through appropriate declaration in the return of income. The said Chapter inter alia entitles an NRI to the benefits stated hereunder in respect of income from shares of an Indian company acquired, purchased or subscribed in convertible foreign exchange.

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As per the provisions of section 115D read with section 115E of the Act and subject to the conditions specified therein, taxable long-term capital gains arising on transfer of an Indian company’s shares, will be subject to tax at the rate of 10% (plus applicable surcharge1 and education cess).

As per the provisions of section 115F of the Act and subject to the conditions specified therein, gains arising on transfer of a long-term capital asset being shares in an Indian company would not be chargeable to tax. To avail this benefit the entire net consideration received on such transfer needs to be invested within the prescribed period of six months in any specified asset or savings certificates referred to in section 10(4B) of the Act. If whole or part of such net consideration is invested within the prescribed period of six months in any specified asset or savings certificates referred to in section 10(4B) of the Act, then such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. The specified asset or savings certificates in which the investment has been made are restricted from being transferred within a period of three years from the date of investment. In the event of such a transfer, the amount of capital gains tax exempted earlier would become chargeable to tax as long-term capital gains in the year in which such specified asset or savings certificates are transferred.

As per the provisions of section 115G of the Act, NRIs are not obliged to file a return of income under section 139(1) of the Act, if:

a Their only source of income is income from investments or long-term capital gains earned on transfer of such investments or both; and

b The tax has been deducted at source from such income as per the provisions of Chapter

XVII-B of the Act.

As per the provision of section 115H of the Act, when a NRI becomes assessable as a resident in India, the provisions of the Chapter XII-A can continue to apply until such assets are converted into money, in relation to investment made when he was a NRI. Towards this, the NRI needs to furnish a declaration in writing to the Assessing Officer along with his return of income.

3. Tax Treaty Benefits:

As per section 90(2) of the Act, non-resident has an option to be governed by the provisions of the Act or the provisions of the tax treaty whichever are more beneficial. Thus, a non-resident (including NRIs) can opt to be governed by the beneficial provisions of an applicable tax treaty.

D) BENEFITS TO THE FOREIGN INSTITUTIONAL INVESTOR (‘FIIs’):

Apart from benefits as mentioned in 1, 2, 4(i) & 5 of point B above & in 3 of point C above

1. Computation of capital gains: Apart from the benefits mentioned in 3(i), 3(v), 3(vi) & 3(viii) of point B above:

As per the provisions of section 115AD of the Act, FIIs are taxed on the capital gains income at the following rates:

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Nature of Income Rate of tax (%) * Long-term capital gains 10 Short-term capital gains (referred in 111A) 15 Short-term capital gains (other than referred in 111A) 30 * Plus applicable surcharge and education cess The benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not available to FIIs. If the income realized from the disposition of equity shares is chargeable to tax in India as ‘business income’, the business profits in the hands of FIIs may be subject to tax @ 40% in case of foreign company plus surcharge and education cess. However, the benefit of DTAA can be examined in such case.

E) BENEFITS TO THE MUTUAL FUNDS:

Apart from the benefits mentioned in 1 of point B above Income exempt under section 10(23D) of the Act:

As per the provisions of section 10(23D) of the Act, any income of Mutual Fund registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India, would be exempt from income tax, subject to the prescribed conditions. However, the Mutual Fund shall be liable to pay tax while distributing income to unit holders under section 115R of the Act.

F) BENEFITS TO THE VENTURE CAPITAL COMPANIES / FUNDS:

Apart from the benefits mentioned in 1 of point B above Income exempt under section 10(23FB) of the Act:

i) As per the provisions of section 10(23FB) of the Act, any income of Venture Capital Companies/Funds registered with the Securities and Exchange Board of India, which is engaged in certain specified business, would be exempt from income tax.

ii) As per Section 14A, no deduction shall be allowed in respect of expenditure incurred by the assessee in relation to income which does not form not form part of the total income under this Income-Tax Act.

II] Under the Wealth Tax Act, 1957 (‘the Wealth Tax Act’):

G) BENEFITS AVAILABLE TO ALL THE SHAREHOLDERS:

Asset as defined under section 2(ea) of the Wealth Tax Act does not include shares in companies and hence, shares are not liable to wealth tax. The basic limit for wealth tax exemption is ` 30 lakhs from the assessment year 2010-11.

73

III] Under the Gift Tax Act, 1958 (‘the Gift Tax Act’):

H) Benefits available to all the shareholders

Gift made after 1st October 1998 is not liable for gift tax, and hence, gift of shares of the Company would not be liable for gift tax.

Notes:

1 All the above benefits are as per the current tax law as amended by the Finance Act, 2011.

2 The above Statement of possible tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or list of all potential tax consequences.

3 The stated benefits will be available only to the sole/ first named shareholder in case the share is held

by joint holders.

4 In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, entered into between India and the country in which the non-resident has fiscal domicile.

5 In view of the individual nature of tax consequences, each investor is advised to consult his/ her own

tax advisor with respect to specific tax consequences of his/ her participation in the scheme.

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�2 . Contr ibut ion �of �Gems�and� Jewel lery �Sector � to � Ind ian�Economy� Gems and jewellery is the leading sector, contributing to foreign exchange earnings. In FY2011, the total exports from this sector were estimated at US$ 43,139.24 million accounting for 16.67% of the country’s total exports.�

Table�2�:�Export�of�principal�commodities�from�India��

Commodity� Apr�Mar2010�

Apr�Mar2011�

%Growth� %Share�

Engineering�goods�� 32,554.30� 59,930.03� 84.09%� 23.28%�Gems�and�jewellery�� 29,081.11� 43,139.24� 26.81%� 16.76%�Petroleum�products�� 28,191.97� 41,403.50� 46.86%� 16.09%�Chemicals�and�related�products� 24,410.36� 30,997.19� 26.98%� 12.04%�Textiles�� 19,142.83� 22,423.93� 17.14%� 8.71%�Agriculture�and�allied�products�� 12,617.05� 17,953.03� 42.29%� 6.97%�Unclassified�exports�� 8,634.14� 10,316.12� 19.48%� 4.01%�Ores�and�minerals�� 8,722.04� 10,204.37� 17%� 3.96%�Electronic�goods�� 5,624.41� 8,969.13� 59.47%� 3.48%�Leather�and�manufacturers�� 3,368.05� 3,765.35� 11.80%� 1.46%�Cotton�raw�including�waste�� 2,050.76� 2,870.20� 39.96%� 1.12%�Marine�products�� 2,095.28� 2,536.92� 21.08%� 0.99%�Plantation�� 1,053.03� 1,351.82� 28.37%� 0.53%�Carpets�� 736.57� 981.63� 33.27%� 0.38%�Handicrafts�� 225.48� 331.54� 47.04%� 0.13%�Sports�goods�� 141.00� 159.26� 12.95%� 0.06%�Project�goods�� 103.05� 65.27� 36.66%� 0.03%�Total� 178,751.43� 257,398.53� 44.00%� 100.00%�

Sources:�Directorate�General�of�Foreign�Trade�(DGFT),�IMaCS�Analysis��

3. Overview�of �Global �Gems�and�Jewellery� Industry� Gems and jewellery sector is categorised under three subsectors namely gemstones, jewellery and pearls.���

Source:�IM�In FY2011gold jeweglobal golfor gold jeof volumedemand iJapan anstudded je�

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ry industry hathe industry well as dome

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n�Gems�a

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estic consump3:�Gems�and

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76

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portant role ined at approxption.2 d�jewellery�iFY2011�

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d�jewellery�

s, with 17% gon in FY2011h together cone gold jewelle

%. However icountries su

carat gold je

ewellery�de

me In�4% Inc4% Inc16% Inc

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the Indian ecximately ` 48

ndustry�stru

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Plain�studded,�silve

costume

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57

industry��

growth over F1, growing atnstituted 51%ery demand dt increased i

uch as South ewellery to 18

emand��

terms�of�valuecreased�by�8%�creased�by�10%creased�by�12%

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estic�mption7%

FY2010. The t about 9%.

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Source:�GJE�The indusoperationsmanufactuthrust sec The Indiathese, godiamonds

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77

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segmented inwo major segmond trade.3

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were estimat3% from 200cial economi

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05 2005�06 200

CAGR:�21.

old�Jewellery

s�the�largest�t�for�golddominant�pord�jewellery�factured�in�Inor�domestic�mptionn�gold�marketstimated�at�74s�in�2010

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gold and cosa exports 95

ector�in�India

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43,139.24 miPrimarily, ge

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me�ntributes�lobal�salesrowth�in�enaket�in�India

driven wellery d as a

ery. Of world’s

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Source:GJE�Products gemstonesubstantia

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Cut�anddiamonRough�dGold�jewGold�mecoins�ColourePearls�Non�golSynthetRough�sTotal�

Source:�GJE�A predomdiamond jfollowed b

Source:�Ge�Destinatiocontributinleading imJapan, Un

EPC,�IMaCS�Res

exported froes, pearls, syally in FY2011

�polished�ds�diamonds�wellery�edallions�and�

ed�gemstones�

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ems�and�jewelle

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search�

om India secnthetic stone1 with the tota

Table�4:�

arls

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diamonds prFY2011, diamery (29.8%),

ery�export�prom

ed Arab Emire total exportsm India. Othem (UK) and A

ellery,�%

D

ctor include es, coins and al year-on-yea

Product�wisFY2010

US$,�million

18,243.92�

744.446,940.47

2,738.20�

286.783.40

416.0211.3510.23�

43,139.24�

rocessed in Imonds accourough diamon

�Figure�6

motion�council

rates (UAE) is. Hong Konger export desustralia.

Rough�Diamonds,�2.51%

78

cut and ponon-gold jew

ar growth in e

se�gems�and

ndia is expornted for majonds (2.51%) a

6:�Share�in�eFY2011�

l�(GJEPC),�IMaC

is the major g (22%) and Ustinations inc

Coloured�Gemstones,�

0.72%

lished diamowellery. Each exports at 46.

d�jewellery�eFY2011�

US$,�million

28,251.92

1,083.008,397.60

4,487.99

314.544.15563.8214.0722.15�

29,348.81

rted in the foror portion of eand coloured

exports��

CS�Research�

importer of gUnited States clude Belgium

Others,�1.40%

onds, gold jeof these pro

9%.

exports��

n�Gr

rm of either pexports, contrgemstones (0

gems and jewof America (

m, Israel, Sin

Cut�and�polished�diamonds,�65.49%

ewellery, coloduct exports

rowth�percent

55.68%

45.48%21.16%

63.90%

9.68%22.06%35.52%

�116.52%46.89%

polished or finributing 65.5%0.72%).

wellery from 11%) are the ngapore, Tha

oured grew

tage

nished % and

India, other

ailand,

�Source:�GJ�India has recycled gimports inFY2010.

Source:�GJE�Major porRough dia

JEPC,�IMaCS�Re

limited naturagold bars, rawn this sector w

EPC,�IMaCS�Re

rtion of imporamonds and g

Hong�

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0

2007�08

2008�09

2009�10

2010�11

Figure�7:�D

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al resource inw pearls, rouwere valued a

Fig

esearch�

rts are of cutgold bars are

Kong,�22%

%

m,�5%

real,�3%

apore,�1%Thailand,�1%

Japan

10,00

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n terms of rawugh coloured at US$ 41,13

gure 8: Gem

t and polishethe other sig

% UK,�1%,�1% Aus

18

00 20,00

79

�wise�gems�aFY2011�

w materials. Astones and s

30.29 million w

ms and jewe

ed diamonds, nificant impor

stralia,�1% Othe

,000

23,003

2

00 30,0US$,�million

and�jeweller

A large portionsilver bars is with a year-o

llery import

contributing rts.

rs,�5%

28,844

00 40,0

CAGR:�

y�exports��

n of rough diaimported. In

n-year growth

ts�

to almost ha

U

41,930

000 50,0

32.56%

amonds, gold FY2011, theh rate of 47%

alf of total im

AE,�47%

000

bars, e total

% over

ports.

Cut�andRough�dRough�cRaw�peaRough�sGold�baSilver�baPlatinumOthers�Total�

Source:�GJE�

5. Em India’s gerising aspresearch

Source:�Co�The indusunorganisgoldsmithimportancof brande

Items�

�polished�diamdiamonds�coloured�gemsarls�synthetic�stonear�ar�m�

EPC,�IMaCS�Re

merging�

ems and jewepirations. Branby WGC, 75%

mpany�annual

stry is highlysed retail ses in India. W

ce. Exposure d jewellery.

Table�5:�

mond�

stones�

es�

esearch�

Trends�a

ellery industrnded jewellery% of women i

Figure�9:�K

l�reports,�IMaC

y unorganisedegment comp

With a numberto Internet, c

Alliances�between�

domestic�aninternationa

players

Product�wisFY2010�

(US$�million

11,609.639,047.67117.164.862.28

7,474.4331.994.31

552.1128,844.44

and�Key�d

ry is being sty and internan India are co

Key�trends�in

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d with organprises, mainlr of organisedchanging lifes

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Growth�in�rganised�retail

d�jewellery�iFY2011�

US$�million)�

20,774.3811,929.91145.766.949.00

8,275.6338.6629.78720.11

41,930.29

ments� in

orted by incr are also gainrching for new

and�jeweller

ccounting forwellers. Thertailers enterinternational tra

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mports��Growt(y�o�y

78.94%31.86%24.41%42.80%294.7410.72%20.85%590.9530.43%45.37%

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r just 5% of re are approng India, this savels has inc

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%� 49.5%� 28.4%� 0.3%� 0.04%� 0.0%� 19.7%� 0.05%� 0.0%� 1.7%� 100.

tor �

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total marketoximately 45segment is gareased aware

are�0�11)�

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�Source:�Co�Many Indthough tefashion shhave eme In order tinternationthe custom

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Source:�Ne�

6. H�

The gemsembrace and ‘Aksh The gold was mainsupport frto be influcrore.

Figur

ompany�Annua

dian brands aelevision andhows and pa

erged as a ve

to increase tnal brands. Smer base.

company�li�Gems�Limite�&�Co.�Limitedli�Gems�Limiteli�Gems�Limiteews�reports,�Co

istorical �

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jewellery manly because orom the Goveuenced by the

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using on advadvertiseme

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Table�6:�MaForeign�coSamuel�JeSimon�GoRogersGiantti�Ita

tes,�IMaCS�Rese

and�proj

emand drivenery. Indians puonally create

wn at a CAGase in gold pre three yearsBy 2014-15, t

arantee�of�ity

Inande

81

ng�growth�of

vertising to crents and hoad exhibitionsshowcasing t

are enteringmpanies diver

ajor�deals�in�ompanyewellers�Inc.olub�&�Sons�Inc

alia�SRLearch�

ject ions�

n and has higurchase goldd a strong se

GR of 20.86%rices (CAGR to 2014-15, tthe domestic

nnovative�nd�latest�esigns

f�branded�je

reate customardings. A few. These promthe collections

g into strategrsify their pro

the�sectorTG

c. AAA

�

gh seasonality during annu

easonal increa

% in the periodof 23.4% frothe gold jewemarket is ex

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motional shows.

gic alliances duct portfolio

Type�of�deals�Gitanjali�boughAcquired�majorAcquired�Acquired�

y. India’s cultal festivals suase in sales.

d FY2004-FYom FY2005-Fellery market ixpected to gro

ed�uch�

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ss. They advyers also cows and exhib

with a numbos and also ex

ht�97%�stakerity�stake

ure and mythuch as ‘Dhan

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growth ed by ntinue

53,067

82

Figure�11:�Domestic�demand�for�gold�jewellery�

Source:�IMaCS�Research��The diamond jewellery market retail sales in India have grown at a CAGR of 19% in the period FY2004-FY2011. Exports were valued at Rs. 12,798 crore in FY2011. The growth in diamond jewellery market was, mainly, because of a combination of factors such as increase in prices of diamond and gold and increase in demand for diamond jewellery. In the three years to FY2014-15, the diamond jewellery market is likely to continue to be affected by these factors. By 2014-15, the retail sales are expected to grow to Rs. 37,099 crore and export to ` 19,038 crore. �

Figure�12:�Retail�sales�for�diamond�jewellery�

�Source:�IMaCS�Research���

6,5008,000

9,80011,300

12,80014,300

18,500

26,198

37,099

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

2005 2006 2007 2008 2009 2010 2011 2013�(P)

2015�(P)

Rs,�crore

54,65870,282 73,944

100,981122,042

175,741

253,067

0

50,000

100,000

150,000

200,000

250,000

300,000

2006�07 2007�08 2008�09 2009�10 2010�11 2012�13�(P)

2014�15�(P)

Rs.,�Crore

83

7. Key�growth�Drivers �The main drivers of the industry are highly skilled and low cost manpower along with strong Government support. Globally, Indian jewellery is known of exquisite craftsmanship. The industry is also technologically advanced along with a strong global supply chain. Growing household income and changing consumer perceptions and preferences, increasing use of high-end technology, growing number of gemological training institutes are also few factors affecting the growth.

Figure�13:�Key�growth�drivers�of�Gems�and�Jewellery�industry�in�India�

��Source:�IBEF,�IMaCS�Research��In India, the average per-carat labour cost for cutting and polishing diamonds is much lower as compared to rest of the world. There is a continuous traditional demand of jewellery in India, as jewellery is a very important part in Indian culture. Any wedding in India is incomplete without jewellery and jewellery is the preferred choice of gift by the near relatives to the bride and groom. Jewellery is also considered as a very important saving and investment vehicle by Indians. The Government of India also provides strong support to this sector by providing waiver in custom duties and establishing SEZ for the sector. 8. Key�chal lenges�and�constraints� The industry also faces a number of challenges which include rise in gold prices, dependence on imports for raw materials, emerging threats from other countries like China. Large presence of unorganized sector is also a constraint faced by the sector.

Figure�14:�Key�challenges�faced�by�the�sector�

Growth�drivers

Highly�skilled�

manpower

Low�cost�of�

production

Strong�government�support

Growing�household�income

Increasing�use�of�

high�end�technolog

y

Key�challenges�

faced

Rise�gold�prices

Dependence�on�raw�material�imports

Emerging�threat�from�

other�countries

84

Source:�IMaCS�Research�

High fluctuation in gold prices creates a negative impact in the mind of a consumer leading to decline in sales. In the past five years, the gold prices have more than doubled affecting the consumers spending pattern. Few people also try to delay their purchases due to high gold prices.

Figure�15�:�Increase�in�gold�prices��

Source:�Multi�Commodity�Exchange�(MCX),�IMaCS�Research��Although India currently enjoys dominance in the world’s cut and polished diamonds market, a few countries like China and Africa posses threat to the country in long term. An increasing number of diamond processors from Israel and Belgium, and even India, are setting up facilities in China. African countries, which include Namibia, Botswana, Angola, and South Africa have sought to establish cutting and polishing centres. These countries which have high availability of raw materials are considering on imposing export duties on rough diamonds, which would raise costs for Indian processors. �

9. Government� init iat ives� �The Government of India has taken many initiatives to boost the gems and jewellery industry as it is the major foreign exchange earner for the country. These initiatives include establishing bodies to promote trade, setting up special economic zones to increase investment in this sector, allowing 100% foreign direct investment (FDI) through automatic route, allowing duty free imports of raw materials, which include rough semi-precious stones, rough coloured precious gem stones rejected jewellery and polished diamonds. The Government has also lowered the duty for importing platinum. �

6,6139,011 9,283

12,220

15,094

18,264

23,855

0

5,000

10,000

15,000

20,000

25,000

30,000

2005 2006 2007 2008 2009 2010 2011

Rs.�

Average�gold�prices�(Rs�per�10�gram)

Source:�IBE

Governmepromote e

Go

GeJewPro(GJ

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Figure�16:�G

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1966�

Lowering�orremoving�import�

dutieson�rawmaterials�analso�finishedproducts

nefits

85

Government�

er of governmGems and Jew

ment�bodieNumber�ofmembers

About�6,500

GovernmenInitiatives

Setting�up�SEZs

A

r�

w�d�d�

initiatives

ment bodies wellery Trade

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� Trade�direct�activitparticshowsdelegaexerciadvert

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Allowing�100%FDI

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functions�nctions/respo

Facilitator:�Utrade��promoties�which�inclipation�in�intes,�sending�andations,�and�imses�through�tisements.�sory�Role:�Helction�and�undeen�traders�anrnment.�l�Agency�for�Kss�Certificatioment�and�oveerley�Process�Cme�des�training�an

tablishing�vernment�bodies

%�

facilitate tradendia (GJTCI).

onsibilities

Undertakes�otional�ude�organisinernational�d�hosting�trademage�building�

ps�in�better�derstanding�nd�

Kimberley�on�Scheme:�ersee�the�Certification�

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86

� Publishes�a�number�of�brochures,�statistical�booklets,�trade�directories�and�magazine��

The�Gem�and�Jewellery�Trade�Council�of�India�(GJTCI)�

2000�About�500

� Unite�the�jewellery�trade�to�showcase�its�potential�nationally�as�well�as�internationally.�

� Involved�in�introducing�the�Indian�gem�&�jewellery�products�to�the�domestic�and�international�markets�

Source:�GJEPC,�GJITC,�IMaCS�Research��The Government has also allowed 100% FDI, in this sector through automatic route. For exploration and mining of diamonds and precious stones FDI is allowed up to 74% and for exploration and mining of gold and silver and minerals other than diamonds and precious stones under the automatic route. The Government annual initiatives are announced in the annual budget and foreign trade policies.

Table 8 : Initiatives under FTP S.�No.�

Policies�related�to�gems�and�jewellery�under�FTP�(2009�14)�

1�Import�of�gold�of�8�carat�and above�allowed�under�replenishment�scheme�subject�to�import�being�accompanied�by�an�Assay�Certificate�specifying�purity,�weight�and�alloy�content.�

2�Import�of�diamonds�on�consignment�basis�for�certification/�grading�and�re�export�by�the�authorised�agencies�of�Gemological�Institute�of�America�(GIA)�in�India�or�other�approved�agencies�will�be�permitted.�

3�Exempted�rough�coloured�precious�gem�stones�from�customs�duty�and�rough,�semi�precious�stones�are�from�import�duty.�Also�abolished�import�duty�on�polished�diamonds.�

4�To�promote�export�of�gems�and�jewellery�products,�the�value�limits�of�personal�carriage�of�gems�and�jewellery�products�for�companies�participating�in�overseas�exhibitions�increased�to�US$�5�million.�

5�To�promote�the�export�of�gems�and�jewellery�products,�the�value�limits�of�personal�carriage�have�been�increased�from�US$2�million�to�US$5�million�in�case�of�participation�in�overseas�exhibitions.�

6�Duty�free�import�entitlement�for�rejected�jewellery�up�to�2%�of�free�on�board�(FOB)�value�of�exports�

7�Raised�the�limit�value�of�jewellery�parcels�for�export�through�foreign�post�office�(via�speed�post)�from�US$�50,000�to�US$�75,000�

8�Extended�the�time�period�for�re�import�of�branded�jewellery,�remaining�unsold�from�180�days�to�365�days�

9�In�an�endeavour�to�make�India�a�diamond�international�trading�hub,�it�is�planned�to�establish�“Diamond�Bourses”�

�Source:�DGFT,�IBEF,�IMaCS�Research��

10. Competit ion�Analysis � The Indian gems and jewellery market extremely fragmented and is largely dominated by the unorganized players. But, organised players are gaining significance with branded and designer jewellery showing tremendous growth potential. These players are focus on utilizing the high skilled labour and make considerable improvements in their collections and services.

87

BUSINESS OVERVIEW

The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in the Draft Red Herring Prospectus, including the information contained in the section titled “Risk Factors” on page 14 of the Draft Red Herring Prospectus. In this chapter, unless the context requires otherwise, any reference to the terms “We”, “Us” and “Our” refers to Our Company. Unless stated otherwise, the financial data in this section is as per our consolidated financial statements prepared in accordance with Indian Accounting Policies set forth in the Draft Red Herring Prospectus.

Overview Currently our company has three manufacturing units Sr. Location Of Manufacturing Unit Installed capacity 1 Plot No 16(P), 17, 28 & 29(P) SEEPZ-SEZ, Andheri (E),

Mumbai Unit No I 5,00,000 Pcs

2 Plot No 16(P), 17, 28 & 29(P) SEEPZ-SEZ, Andheri (E), Mumbai Unit No II

3 Unit No 427,Plot No 250, Surat Special Economic Zone,Sachin, Surat

65,000 pcs of jewellery and 50,000 carats.

The most important factor for the success of business and higher profit margin is selling tested products directly to retailers and absence of middleman for sales activity. On account of direct selling to retailers the company came to know about the change in the fashion trend of jewelry and accordingly produce the new concept items. The company use CNC machines for making models as well as high end Jewellery. Our Competitive Strength � Direct marketing to the chain stores

The company is selling the products through Selection Inc in USA. The direct marketing of the product to the chain stores like Zales, Kim etc resulting into higher margin compared to other players in the industry. The Marketing strategy of the company from manufacturer to retailer helps the company to know market trend of the product, preference of customers and immediate feedback for new concepts in the jewellery.

� Use of Modern technology and Quality standards The main promoter Shrikant Parikh being an engineer has applied engineering knowledge for manufacturing Jewelry. The company is using CNC machine technology for manufacturing Jewellery against conventional method. The Company is using metal moulds, precise tools and modern CNC machines for making models as well as jewellery.

� Value added service tagging, padding & Bagging The company is supplying goods to large stores and the company is providing value added service which includes tagging, padding and bagging. The words indicate the packing of product in attractive and beautiful manner for specialized dispatching. As the jewelry is by choice therefore packing and presentation plays important role in International market.

� Experienced management team and motivated employee We have a highly experienced and qualified management team. Our MD is Shrikant Parikh having 20 years of experience of diamond studded Jewellery. The other directors of our Board comprises of persons having rich experience in the engineering filed and administrative filed that

88

gives diversified insights and also help us in identifying new business avenues. This is backed by motivated and qualified staff that is instrumental in our business growth. The policies are drafted by the top management and implemented by the staff.

Business Strategy

� Expand customer base

The company is selling the diamond studded Jewellery in U.S.A through marketing hand Selection Inc among few retail chain stores. The company intends to open some new wholesale account in Atlanta area as well as in Brazil, Panama etc. The company will reduce exposure to not more than 15 % to any account in order to avoid trap of single account. The company would like to start promoting Jewellery through E Commerce with extensive advertisement campaign.

� Expand the geographical presence The company is marketing the Diamond Studded jewellery in U.S.A. only. Recently the company has started the trading of diamond and gold in the Arabian Countries. The company will start manufacturing high end jewelry which is in demand in Arabian countries/UK.

� Manufacturing High End Jewellery At present the company is manufacturing popular jewellery under the brand CM99 and cm 199 i.e Jewellery pricing ranging from $ 99 to $ 199. However the company in order to enter into Arabian countries and U.K intends to manufacture high end Jewellery. The company will use better quality of diamond and metal used will be 14 and 18 KT. Gold, platinum, titanium as well as stainless steel.

� Internet marketing As the IT and call center business is booming in India the company can take advantage of this techniques. In India we have educated and trained work force in this area of working, which is easily available in SEEPZ area where we have presence. The company will list fashion Jewellery on ebay offering customers to bid or have a discounted deals. Such type of marketing under the b2C model will help the company to reduce marketing overheads. The company will become global player in Jewellery business.

� Vertical Integration Generation of precious metal scrap and recovery of the same is very important in Jewelry Business and it does amount a lot. Effective Recovery of Precious Metal does add to profitability to the Jewelry Industry considerably. Keeping this in mind we have decided to put up independently operating full scale Precious Metal Refinery which will be used for captive usage as well as to cater other Jewelry establishments located in the SEEPZ. We have developed unique process for removing Stones from Jewelry. These diamonds (removed from Jewelry) will be free from any chemical or heating effect like frosting, Blur look, Milky opacity etc and the diamonds will be as clear as original quality. Putting up Precious Metal Refining Plant will lead to buying of Diamond jewelry at effective rate and that will land up in availability of good quality of Diamonds and Precious raw Metal in enough quantity for our captive consumptions.

� Weakness and Threat

� The long credit period to the clients will block the funds of the company for longer period resulting into lower turnover of the company

89

� The Main promoter Shrikant Parikh is responsible for marketing, administration and production � The company has concentrated in USA Market and few customers only. � Fluctuating Precious Metal Prices calls for quick turn-around of Manufactured Jewelry Products

into final sell to avoid any ill-effect of ups and down of raw metal prices.

Our Business Operations We manufacture diamond studded Jewellery using various metals like gold/silver/platinum/stainless steel. Our operations include product designing, testing the same on various outlays, supplying the tested products to retail chain stores based on orders received from customers and providing value added service like tagging, padding & Bagging. Our product includes Ring, Pendant, Earring, Bracelet, Trio Ring and set. We are exporting the goods only in USA through marketing hand Selection inc. The sales of diamond studded jewellery for the year ended on 31st March, 2011 was ` 34.00 crores . For the Half year ended on 30th September 2011 the company had sold Jewellery worth ` 18.59 crores. The company has started trading of Diamond, Gold and Gold findings, and Silver and silver findings activity from Surat in the month of March, 2010. The company had obtained the permission for trading of 50,000 carats of rough, cut and polished diamonds, gemstones from the unit established at Surat Special Economic Zone. Collaborations, any Performance guarantee or assistance in marketing by the collaborators. Our Company has not entered into any collaboration till date, but is in discussion and there is a possibility of collaboration with one of the company in the field of Precious metal Refining based at USA. We have not entered into any agreement for Performance guarantee or assistance for marketing by any collaborators. Manufacturing Process The manufacturing process followed for diamond Jewellery is shown in the following schematic diagram:

(1) Designing: The designs are developed on the basis of feedback from the market and the current trend in the jewellery market. The designs are finalized by the merchandiser, or on the basis of internal discussion and are then forwarded to the Model Making department We use CAD technology for creating Design.

90

(2) Model Making: Sample models of the selected designs are then made in silver. The models are made by using CAD and CAM machines and/or by skilled model makers. This model is then sent to the mould-cutting department. (3) Mould Cutting: In this process, rubber or metal mould is made for mass production. The mould is first approved for commercial production by the product development department and a test trial of the design is carried out by making a finished gold piece. (4) Wax and Wax Setting: Wax is injected into the rubber mould / metal mould to produce wax jewellery piece. These wax jewellery pieces are given finishing touches and precious stones are then studded on these wax pieces. All the wax jewellery pieces are then moulded together to form a tree so as to facilitate mass production. The wax tree so produced is then forwarded to the Casting Department. (5) Casting: This wax tree is covered with investment powder and then put in burn out furnace in which gold is poured to obtain the contours in gold form. Subsequently, the gold tree is removed from the iron flasks and then forwarded for filing. (6) Filing: In this stage, the excess metal in the grooves and channels in the jewellery pieces are removed. Thereafter, the jewellery pieces are filled for removing the rough surface of the pieces using different tools & hard buffs. (7) Setting & finishing: Filed pieces are then sent to the hand setting department, where broken or missing diamonds are replaced or in the case of semi wax-set pieces, they are handset with the different type of settings as required. The pieces are then polished and sent to packaging and dispatch department. (8) Polishing, Quality Control and Rhodium: The pieces from setting department sent to polishing where they are finished and sent for quality assurance and finally rhodium platted Production facilities The Jewellery production facility is located at Plot No 16(P), 17, 28 & 29(P) SEEPZ-SEZ, Andheri (East), Mumbai-400 096, Maharashtra, India. The details of machinery at this facility are as under:

Sr. Machinery No of Machines

Functionality

1 CNC Turning Machines (Lathe) with Milling head.

1 Used for making bands /rings from precious metals blanks /tubes with diamond positions duly machines. Also used for making Models requiring High Precision Machining on Lathe/ Milling Head.

2 CNC Multiple axis milling machines

1 Used for making various jewellery models and also direct manufacturing of Watch Cases to fix the Diamonds. We can make models/ rings with diamond setting such as Bezel setting, Channel setting, prong setting etc. We can make most models using all the 5 axes that are available on the machine.

3 CNC Traub machine 1 Used for making links of Bracelets, Necklace and numerous more jewelry accessories to facilitate Diamond setting made from Precious metals. Also most suitable for making earring post/screw backs in bulk quantities.

4 CNC Hydrulic Presses

5 Used for making numerous jewelry items by the process of coining and stamping from precious metal in the form of sheet metal.

5 Wax Injector 5 Injecting wax into the rubber mould / metal mould

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to produce wax pattern of Jewelry. 6 Wax Solder 60 Soldering of Wax in the wax pattern of jewelry 7 Fordem Motor 55 Diamond setting and surface finishing of the

jewelry piece. 8 Micromotor 6 Diamond setting and surface finishing of the

jewelry. 9 Laser Star 6 Soldering metal to metal, joining Bracelet Links,

repair for pin holes, 10 Polishing Machine 30 Finishing of Jewellery 11 Grooving Machine 25 Grooving of Jewellery and diamond 12 Rhodium Machine 3 Plating of Jewellery

Infrastructure Facilities Raw Material The principal raw material used for manufacturing jewellery is cut and polished diamond, Gold and Silver. The diamonds are purchased from Domestic market and from local suppliers. Gold and precious mental is purchased from MMTC, SEEPZ Branch and Bank of India, SEEPZ branch. Silver is also purchased from local market and foreign market. Power We have been sanctioned power of 360 KVA from The Tata Power Company Limited which meets our present requirement and further requirement. Human Resource Our Company has 54 employees for manufacturing and administrative work as on 28th February, 2012. Apart from that we also have 206 employees as on 28th February, 2012 on contractual basis. We believe that our employees are the key to the success of our business. We focus on hiring and retaining employees and workers who have prior experience in the Jewellery Industry. We have a policy of providing the necessary training to our new employees and workers. We view this process as a necessary tool to maximize the performance of our employees. Our senior management team consists of experienced individuals with diverse skills in manufacturing, engineering, international business and finance. Effluent Treatment We have received consent from Maharashtra Pollution Control Board for manufacturing of Gold and Diamond Studded Jewellery. The consent is valid upto 31st Januaru, 2012. However the company had applied for renewal of the consent from MPCB. The renewal consent is applied in the name of partnership firm. The company is yet to apply for pollution control board permission for Gold refinery business. Our Market: The company is selling the product in U.S.A market only and out of total sales 60% is through retail chain stores and 40% through mom and pops. Selection Inc. the marketing arm employ sales personnel who provides the latest fashion trend in the jewellery, approach the new clients and sale of product through mom and pos. The company is presently selling the popular brand jewellery ranging from US $99 to US$ 199. In the future the company intends to manufacture high end jewellery and enter in to Arabian Market, United Kingdom so as to reduce the dependence on U.S.A. market only. Apart from that the company intends to reverse the proportion and 60% of total sales in U.S.A will be through mom and pops and remaining 40% through retail chain stores. At present the total sales of Diamond Studded Jewellery is In U.S.A only but in future the company intends to spread in other countries only and over a period of next five years the sales in the U.S.A will be 60% and remaining from other countries.

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Our Customers The following table illustrates the concentration of our sales among our top customers

(` in crores) Customer 31.03.09 % of

total Sales

31.03.10 % of total Sales

31.03.11 % of total Sales

30.09.11 % of total Sales

Top Customer

3005.46 72.58 1056.38 41.80 6759.93 42.03 5218.80 73.73

Top 5 Customer

4140.47 100.00 2527.01 100.00 16083.16 100.00 7077.90 100.00

Tie up with Supplier The following table illustrates the concentration of raw material among our top suppliers.

(` in crores) Supplier 31.03.09 % of

total Sales

31.03.10 % of total Sales

31.03.11 % of total Sales

30.09.11 % of total Sales

Top Supplier

11.51 5.85 8.03 10.41 685.97 53.56 537.76 76.12

Top 5 Supplier

21.76 11.06 22.49 29.17 1066.84 83.30 576.21 81.56

Top 10 Supplier

23.41 11.89 25.94 33.63 1098.76 85.80 577.73 81.77

Competitors We operate in a highly competitive market and there are large numbers of players in organized sector as well as in unorganized sector. The quality of the product and the design are the important factor to face the competition. We have established our own contact, without any middle man like wholesaler, semi wholesaler, broker etc, with the retail chain stores and on account of that the requirement of customer as well as change in the design pattern, preference of customer can be known well in advance. Apart from that we are providing value added service like tagging, bagging etc so as to remain ahead of competitors. Export and Export Obligation We have an export obligation as our diamond studded jewellery unit and diamond trading units are situated in SEEPZ-SEZ. The company has to achieve positive net foreign as prescribed in the Special Economic Zone Rules, 2006. If the unit has not achieved the positive net Foreign Exchange Earning, the unit shall be liable for penal action under the provisions of the Foreign Trade (Development and Regulation) Act, 1992. The company has given projected export turnover of US$6,66,66,670 and Net Foregn Exchange Earnings of US$ 90,00,010 for the period from 2010-11 to 2014-15 for unit no I and projected export turnover of US$4,00,00,000 and Net Foreign Exchange Earnings of US$ 1,88,60,000 for Unit No II. Insurance Our Company has insured our assets, liabilities and stocks through various insurance policies details of which are as under.

Sr. No.

Name of the Policy

Insured with

Description Policy No Policy Period

Premium (Amount in `)

Sum Insured (Amount in `) (in

93

Crore) 1. Jewellers

Block Insurance Policy

The oriental Insurance co. Limited

Stock and stock in trade of Jewellery, Gold, or Silver ornaments , plate pearls and precious stones, cash and currency notes

121802/48/2012/246 04.06.201

1 to 03.12.2012

1,45,367 25.00

2. Standard Fire and Special Perils Policy

National Insurance Company Limited

Factory Building, plant and machinery, Spare parts and Tools and Electric Installation

261701/11/10/3300001076

11.01.2012 To 10/01/2013

1,47,764 18.71

Indebtedness Our Company is availing following Working Capital facilities from the following bank, details of which are as under:- Type of Loan

Sanction Amount (` in crores)

Purpose Amount O/s as on 28.02.2012 (` in crores)

Interest Rate

Security (Combined Security)

Period

Bank of India (1) Export Packing Credit ( Sub Limit Gold Loan 3.32 crores) ( ETR 180 days)

5.30 Working Capital Purpose

4.06 10.25% 1. Hypothecation of Stock and Receivables.

2. Equitable mortgage of factory premises at Plot No 16(P),17,28 & 29(P), seepz.

3. Hypothecation of Plant

and Machinery, furniture & fixtures, office Equipments etc. (security to be shared on pari passu basis with consortium bank Union Bank of India

One year subject to renewal

(2) FBP/FBD/FBN/PSFC ODFO BC/DA (180days) ( sub Limit Bills on Associates 2.65 crores)

5.30 Working Capital Purpose

One year subject to renewal

Maximum 6.84 Limit of 1 and 2 Union Bank of India (1) FDBP/FUDBP/FBP/AFDBC (Export Bills of

5.16 Working Capital Purpose

2.36 10.25% 1. Hypothecation of Stock of Raw Material s, Work in progress, Finished goods constituting Gold, Platinum,

One year subject to renewal

94

180daysDA) ( sub Limit Direct Bills 4.13 Packing Credit 2.55 Gold Loan 1.15)

Diamonds, Silver, Gemstones, and Jewellery of These Items and Export Receivables

2. Equitable mortgage of factory premises at Plot No 16(P),17,28 & 29(P), seepz

3. Hypothecation of Plant and Machinery, furniture & fixtures, office Equipments etc. (security to be shared on pari passu basis with consortium bank

4. Personal Guarantee of Shrikant Parikh, Jesingbhai Parikh and Arpita Shrikant Parikh

5. Corporate guarantee of Minal Industries Limited and C. Mahendra Jewels Private Limited

Additional Terms and Conditions

1. Stamped undertaking to be furnished by the company for not withdrawing unsecured loan of ` 23.85 crores till Deb/Equity improves.

2. Reconstituted Company to execute security documents and create securities property within 2 months failing which penal interest to be charged @ 1% p.a.

3. The Company / firm to execute necessary security documents / renewal documents for sanctioned / enhanced limit(s) duly supported by Board resolution and create and register stipulated charges with the authorities specified for the purpose within stipulated time limit before release of sanctioned / enhanced limits.

4. Guarantor (s) All fund based and non fund based facilities to be guaranteed by i) Shri Shrikant J Parikh (joint & Several), ii) C Mahendra Jewels Pvt. Ltd. and iii) Minal Industries Ltd. The Company Shall not pay any guarantee commission to the guarantors.

5. Packing Credit will be allowed only against/ L.C.s opened by acceptable banks and confirmed export orders from approved parties and will be extended for periods not beyond the last shipment date. Company / Firm to submit details of orders received on monthly for EPC disbursement.

6. Bank will obtain status report on drawees before purchase/discount of the bills and such reports will be updated annually; availability of a satisfactory status report shall be a pre-requisite for such purchase / discount of bills.

7. The Company/firm to submit copy of statutory permission/clearances like ‘NOC’ from Pollution control Board and ensure for timely renewal of same from time to time.

8. Pre shipment and post shipment limits to be secured by ECIB-WT-PC & ECIB-WT-PS Schemes of ECGC, with the option to the Bank for obtaining comprehensive ECGC coverage depending upon the risk prevailing in the country where export is being made. Premium

95

payable to ECGC by the Bank in respect of ECIB-WT-PC policy is to be borne by firm/Company.

9. Any default in complying with terms of sanction within the stipulated time will attract penal interest of 1% p.a. from the date of expiry of such time.

10. The Company’s/firm’s entire banking business (including merchant banking Dividend and interest payments) should be routed through us/members of the consortium proportionate to the sharing of the working capital facilities.

11. Restrictive Covenants. * effect any adverse changes in company’s/firm’s capital structure.

* formulate any scheme of amalgamation or merger or reconstruction. * implement any scheme of expansion or diversification or capital expenditure except

normal replacements indicated in fund flow statement submitted to and approved by the Bank

* enter into any borrowing or non-borrowing arrangements either secured or unsecured with any other bank, financial institution, company, firm or otherwise or accept deposits in excess of the limits laid down by Reserve Bank of India.

* invest by way of share capital in or lent or advance funds to or place deposits with any other company/firm concern (including group companies / associates)/persons. Normal trade credit or security deposit in the normal course of business or advance to employees can, however be extended.

* undertake guarantee obligations on behalf of any other company / firm /person. * declare dividend for any year except out of profits relating to that year after meeting all

the financial commitments to the bank and making all due and necessary provisions. * make any drastic change(s) in its management set-up. * approach capital market for mobilizing additional resources either in the form of Debts or

equity. * sell or dispose off or create security or encumbrances on the assets charged to the bank

in favour of any other bank, financial institution, company, firm, individual. * re-pay monies brought in by the promoters, partners, directors, share holders, their

relatives and friends in the business of the company/firm by way of deposits/loans/share application money etc.

96

Details of Immovable Property The following table sets forth the location and other details of leasehold properties of our company. Sr.No Details of

Deed/Assignment Nature of Right Granted

Particulars of the property

Consideration Tenure/term Usage

1 Sub Lease deed dated 01St February ,2011 executed between M/s Diamond & Gem Development Corporation Limited and M/s C. Mahendra Infojewels Limited Unit No III ( the Sub Lessee)

Lease Unit no 427 on Plot No 250, Survey No 333/P &334/P, Vill. Sachin, Area of the Unit (1000 Sq.Ft)

15,00,000 Lease rent ` 1,000 per annum Administrative and service charges as may be fixed by the management from time to time.

15 years from 01.02.2011 with a provision to renew for the block of 15 years or part thereof.

Setting up manufacturing and trading unit

2 Deed of assignment dated 22nd May, 2003 executed between C. Mahendra Exports And M/s C. Mahendra Infojewels

Sub lease

Super structure admeasuring 4392.30 Sq.Mts on plot no 16(P), 17,28 and 29(P) in SEEPZ SEZ, Andheri (E) , Mumbai.

4,77,33,000 Lease rent of ` 3,07,510 to SEEPZ SEZ authority

Note Setting up manufacturing unit

3 Leave and License Agreement entered into between C. Mahendra InfoJewels Ltd. and Minal Plastic Products (Partnership Firm)

Lease 214- A, Paradise Complex, Sayaji Gunj, Vadodara, Gujarat –

` 1000 p.m 3 years from 1.10.2011

Registered Office

Note: Transfer of super structure on plot no 16(P), 17, 28 & 29(P) The company ( erstwhile partnership firm ) had entered into deed of assignment with C. Mahendra Exports for assignment for super structure admeasuring 4393.30 Sq.mts on plot no plot no 16(P), 17,28 & 29(P) on 22nd May 20o3 on the plot which was sub leased by SEEPZ SEZ Authority. The original sub lease was made in favor of SU-RAJ Diamonds (India) Limited ( Suraj) by SEEPZ SEZ Authority and at the time of Agreement to Assign executed by Suraj on 30th November,1999 in favor of C. Mahendra Exports , the permission of Development commissioner for assignment for super structure and sub lease of land is required. However as on date the sub lease of land and sub leases of super structure is yet to be approved by the development commissioner. The tenure and terms of lease are not known. Property to be purchased out of the proceeds of the Issue For details please refer to the Section titled “Objects of the Issue” beginning on Page 53 of this Draft Red Herring Prospectus.

97

KEY INDUSTRY REGULATIONS AND POLICIES

General C. Mahendra Group carries on business of diamond Jewellery, gold, silver, precious stone, studded jewellery. There are no specific laws in India governing the gems and jewellery industry in India.

The following description set forth below is a summary of the relevant regulations & policies, as prescribed by the GoI or State Governments which are applicable to our Company and have been obtained from publications in the public domain. These regulations may not be exhaustive and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional legal advice. Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956, the Finance Act, 1994, labour regulations such as the Employees‘State Insurance Act, 1948 and the Employees‘Provident Fund and Miscellaneous Act, 1952, and other miscellaneous regulations and statutes such as the Trade Marks Act, 1999 apply to us as they do to any other Indian company and therefore have not been detailed below. The statements below are based on the current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. For details of government approvals obtained by us, kindly refer to the section titled “Government and other Statutory Disclosures on page 185 of this DRHP. Foreign Investment Under the applicable industrial policy and extant foreign direct investment policy, foreign direct investment up to 100% is permitted in the gems and jewellery industry. Investment by Foreign Institutional Investors Foreign institutional investors (“FIIs”) including institutions such as pension funds, investment trusts, asset management companies, nominee companies and incorporated, institutional portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from SEBI and a general permission from RBI to engage in transactions regulated under Foreign Exchange Management Act, 2000. FIIs must also comply with the provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. The initial registration and RBI’s general permission together enable a registered FII to buy (subject to the ownership restrictions discussed below) and sell freely securities issued by Indian companies, to realize capital gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation received towards sale or renunciation of rights issues of shares. Ownership restrictions of FIIs Under the portfolio investment scheme, the overall issue of equity shares to FIIs on a repatriation basis should not exceed 24% of post-issue paid up capital of the company. However, the limit of 24% can be raised up to the permitted sectoral cap for that company after approval of the board of directors and approval of the shareholders of the company by way of a special resolution. The holding of equity shares of a single FII should not exceed 10% of the post issue paid up capital of the company. In respect of an FII investing in equity shares of a company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of that company. Foreign Trade Policy 2009-2014 The revised foreign trade policy in India for the period 2009-2014 is a comprehensive foreign trade policy.

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The initiatives identified with the foreign trade policy have a special focus on sectors such as the gems and jewellery, agriculture, handicrafts, handlooms, leather and footwear. Some salient features of the foreign trade policy in respect of the gems and jewellery sector are as follows: • duty free import entitlement (based on free on board value of exports during previous financial year) of consumables, tools, machinery and equipments for: 1. Jewellery made out of:

a. precious metals (other than gold and platinum) - 2% b. gold and platinum - 1% c. rhodium finished silver - 3%

2. Cut and polished diamonds - 1% • duty free import entitlement of commercial samples shall be Rs. 300,000; • duty free re-import entitlement for rejected jewellery shall be 2% of the free on board value of exports; • import of gold of 8 karat and above shall be allowed under the replenishment scheme subject to import being accompanied by an Assay Certificate specifying purity, weight and alloy content; • to neutralize duty incidence on gold jewellery exports, duty drawback has been allowed on such exports; • diamond bourse(s) would be established under the new policy to promote India as an international diamond trading hub; • import of cut and polished diamonds on consignment basis for the purpose of grading/certification & re-export by the authorized offices/agencies of Gemological Institute of America in India or other approved agencies will be permitted; • to promote export of gems and jewellery products, personal carriage limits for participation in overseas exhibitions have been allowed to U.S. Dollar 5.00 million and to U.S. Dollar 1.00 million in case of export promotion tours; and • re-import of unsold items in case of participation in exhibitions United States of America has been extended to 90 days. Environmental and Labour Regulations Depending upon the nature of the activities undertaken by our Company, applicable environmental and labour laws and regulations include the following: • Contract Labour (Regulation and Abolition) Act, 1970; • Factories Act, 1948; • Payment of Wages Act, 1936; • Payment of Bonus Act, 1965; • Employees’ State Insurance Act, 1948; • Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; • Payment of Gratuity Act, 1972; • Minimum Wages Act, 1948; • Shops and Commercial Establishments Acts, where applicable; • Environment Protection Act, 1986; • Water (Prevention and Control of Pollution) Act, 1974; and • Air (Prevention and Control of Pollution) Act, 1981. Special Economic Zone Act, 2005 Special Economic Zone Act, 2005 is an act to provide for the establishment, development and management of the Special Economic Zones. Major objectives of the SEZ Act include generation of additional economic activity, promotion of export of goods and services, investment from domestic and foreign sources and creation of employment opportunities.

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Gujarat Special Economic Zone Act, 2004 was enacted to provide for the operation, maintenance, management and administration of a Special Economic Zone and to constitute an Authority and for matters Connected therewith or incidental thereto. The salient features of Gujarat Special Economic Zone Act, 2004 includes a designated duty free enclave to be treated as foreign territory only for trade operations and duties and tariffs, No license requirement for import, Allowance of Manufacturing, trading or service activities, SEZ units to be positive net foreign exchange earner within three years, Domestic sales subjected to full customs duty and import policy in force, Full freedom for subcontracting, Duty-free goods to be utilised over the approval period of 5 years, No routine examination by customs authorities of export/import cargo and Minimum size of multi-product SEZ, not to be less than 1000 hectares. Special Economic Zone Rules 2006 The SEZ rules provide for simplification of procedures and for single window clearance on matters relating to Central as well as State Governments for setting up of SEZs and a �unit� in SEZ. The SEZ Rules also prescribe the procedure for the operation and maintenance of an SEZ, for setting up and conducting business therein with an emphasis on �self certification� and the terms and conditions subject to which entrepreneur and developer shall be entitled to exemptions, drawbacks and concessions etc. The SEZ Rules also provide for the minimum area requirement for various categories of SEZs. Foreign Exchange Management Act, 1999 (FEMA) Foreign Exchange Management Act consolidates and amends the laws relating to foreign exchange with the objective of Facilitating external trade and payments and for promoting the orderly development and maintenance of foreign exchange market in India. Under the Industrial Policy and as per Notification NO.FEMA 36/2001-RB dated February 27 2001, foreign direct investment up to 100% is permitted in the gems and jewellery industry. Further as per Press Note 9 of 2000- 100% FDI is permitted through Automatic Route for all manufacturing activities in SEZs other than arms and ammunition , atomic substances, narcotic and psychotropic substances, hazardous chemicals, distillation and brewing of alcoholic beverages, cigarettes, cigars and tobacco substitutes. Gem and Jewellery Export Promotion Council The Government of India has designated the Gem and Jewellery Export Promotion Council (GJEPC) as the importing and exporting authority in India in keeping with its international obligations under section IV (b) of the Kimberley Process Certification Scheme (KPCS). The Kimberley Process is a joint government, international diamond and civil society initiative to stem the flow of conflict diamonds, which are rough diamonds used by rebel movements to finance wars against legitimate governments. The Kimberley Process comprises participating governments that represent approximately 98% of the world trade in rough diamonds. The KPCS has been implemented in India from January 1, 2003 by the Government of India through communication No. 12/13/2000-EP (GJ) dated November 13, 2002. The GJEPC has been notified as the nodal agency for trade in rough diamonds under para 2.2, chapter 2 of the Export-Import Policy of India (2002-2007). Accordingly, the verification and issuance of Kimberley Process certificates is administered though the Mumbai and Surat offices of GJEPC. Government of Maharashtra SEZ Policy Various states including the state of Maharashtra have their own state SEZ policy. Government of Maharashtra vide resolution number SEZ 2001/(152)/IND-2 dated October 12, 2001 promulgated the Maharashtra SEZ Policy regarding setting up of special economic zones in Maharashtra which prescribes the rules in relation to the various environmental clearances, water and power supply arrangements, state taxes, duties, local taxes and levies and we are required to follow the state policy in addition to any central policies.

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Some of the major benefits available to units set up in SEEPZ include:

• a tax holiday as per the provision of the Income Tax Act,1961; • duty free import of capital goods and equipment from preferred sources; • exemption from customs duty on imported capital goods, raw materials, components, consumables, spares, tooling and packaging materials; • exemption from central excise duties and other levies on products manufactured within the zone; • excise exemption on capital goods, raw materials, computers etc. procured from domestic tariff area; • special dispensations and relaxations in local laws and levies including octroi, sales taxes and property tax; • in house customs clearance; • remittance of profits and dividends earned by foreign investors in the zone is allowed freely after payment of taxes; and • goods manufactured in the zone are permitted to be sold on payment of applicable duties.�

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History and Corporate Matters

The company C. Mahendra Infojewels Limited was formed in 2000 in the form of Partnership under the name and style of C. Mahendra Infojewels to carry on the business of diamond, jewellery, gold, silver, precious stones, studded jewellery and development of software and software exports by Mr. Shrikant Parikh with Mr. Mahendra Shah and Mr. Champak Mehta. The company has started manufacturing unit of diamond studded jewellery in Seepz Mumbai in the year 2000under SEZ scheme for a period of ten years. The constitution of the partnership firm was changed from time to time and in the year 2010 the partners as on that date Mr. Shrikant Parikh, Mr. Jesingbhai Parikh, C. Mahendra Jewels Private Limited, Minal Industries Limited, Minal Infracons Private Limited, Minal Infrastructure and Properties Private Limited and Minal Lifestyles Private Limited agreed to convert the business of partnership firm in to Limited Company Under the name and Style of C. Mahendra Infojewels Limited under Part IX of The Companies Act,1956 for which a certificate of Incorporation was issued on 10th August,2010 by Registrar of Companies, Gujarat For further details in relation to description of the activities, products, market of each segment, the growth of our Company, exports and profits due to foreign operations together with the country-wise analysis, standing of our Company with reference to the prominent competitors with reference to our products, management, Technology, market, managerial competence and capacity built up and major suppliers and customers refer to the chapter titled Business Overview Our Management and Section titled Financial Information beginning on pages 87,103,126 respectively. Main Objects of Our Company Our main Objects as per the Memorandum of Association of the company are

1. To carry on the business as manufacturers, manufacturers’ representatives, factors, agents, exporters, importers, whole sellers, retailers, dealers and distributors of all classes, kinds, types, nature and description of diamonds, jewellery, gold, silver, platinum, precious and semi precious stones and metals, studded jewellery, pearls, akiks, ornaments.

Changes in Registered Office of our Company:

There has been no change in the Registered office of the company since incorporation.

Changes in Memorandum of Association since Incorporation:- Since Incorporation, the following changes have been made to Memorandum of Association of the Company:

Major Events Year Events 2000 Incorporated as Partnership firm in the name of “ C. Mahendra Infojewels” 2009 Setting up Unit No II for manufacturing gold and silver studded jewellery in Plot

No 16(P), 17, 28 & 29(P) SEEPZ-SEZ, Andheri ( East), Mumbai-400 096 2010 Conversion of Partnership firm in to Limited company in the name and style C.

Mahendra Infojewels Limited under Chapter IX of The Companies Act,1956

Date of Shareholders’ Approval

Nature of Alteration

11.07.2011 The authorized Share Capital of the company was increased from ` 30.00 Crores divided in to 3.00 Crore equity shares of ` 10/- each to ` 40.00 Crores divided in to 4.00 Crore equity shares of ` 10/- each

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2010 Approval for setting up Unit III for manufacturing of Jewellery and Trading of Rough, cut, and polished Diamonds, gemstones

Subsidiaries Our company does not have any subsidiaries as on the date of filing of the Draft Red herring Prospectus. Injunction or restraining orders Our company does not have any injunction or restraining orders as on the date of filing of the Draft Red herring Prospectus. Details regarding Acquisition of business/ undertakings, mergers, amalgamations, revaluation of assets Nil Shareholders’ Agreements and any other agreements Our company has not entered into any shareholders’ agreement or any other agreement as on the date of filing of the Draft Red herring Prospectus. Strategic/financial partner Our company does not have any Strategic or/and financial partner as on the date of filing of the Draft Red herring Prospectus. Total number of shareholders of our company The total shareholders of the company are 7 (Seven) as on date of filing of the Draft Red herring prospectus. For more details on the shareholding of the members, please see the section titled “capital Structure” at page No 43

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Our Management The Following table sets forth details regarding the Board of Directors as of the date of this Draft Red Herring Prospectus:- Name, Designation, Father’s Name, Occupation, DIN and Term

Address Qualification

Date of Appointment & Tenure

Other Directorships

Mr. Jesingbhai B. Parikh Designation: Chairman Age: 81 Years S/o Badarmal Parikh Occuation: Business DIN : 01691567 Status: Executive and Non Independent Nationality: Indian Experience:65 Years

21, Dhanushya Society, Sama Road, Vadodara 390008

B.A. LL.B

Date of appointment as Chairman 16/08/2010 Tenure: Liable to retire by rotation

-Minal Industries Ltd -Minal Exim Pvt. Ltd -Minal Infracons Pvt. Ltd. -Minal Lifestyle Pvt Ltd -Minal Infrastructure & Properties Pvt. Ltd -C.Mahendra jewels Pvt. Ltd

Mr. Shrikant J. Parikh Designation: Managing Director Age : 56 Years S/o Jesingbhai B. Parikh Occupation: Business DIN : 00112642 Status: Executive and Non Independent Nationality: Indian Experience: 26 years

601/1 Minal Complex Opp SakhiVihar Road Powai Andheri (East) Mumbai 400072.

B.E�Electrical

Date of appointment as M.D 16/08/2010 Tenure: 16/08/2010 to 15/08/2015

- Minal Industries Ltd. - Affinity Investment Pvt. Ltd. - Minal Exim Pvt. Ltd. - Minal Lifestyle Pvt. Ltd. - Minal Infracon Ltd. - Minal Infrastructure & Properties Pvt. Ltd. - Clicksmetro online Pvt. Ltd. - C. Mahendra Jewels Pvt. Ltd.

Mrs. Sona A. Parikh Designation: Whole Time Director Age: 25 W/O : Akash V Parikh Occupation: Business Status: Executive Nationality: Indian DIN: 03283751 Experience 1 year

21, hanshya Soc, Nr. Chankayapuri Soc, New Sama Road, Vadodra -390008

Chartered Accountant

Date of appointment as WTD: 24/01/2012 Tenure: 24/01/2012 to 23/01/2014

- Clicksmetro online Pvt. Ltd - Affinity Investment Pvt. Ltd - Minal Lifestyle Pvt. Ltd - Minal Infrastructure & Properties Pvt. Ltd - Minal Infracons Pvt Ltd - Minal Exim Pvt. Ltd.

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Mr. Shankar P. Bhagat Age:60 Years S/o: Ramdeo Bhagat Designation: Independent Director DIN No: 01359807 Occupation: Profession Nationality: Indian Experience 27 years �

B-9, Goyal Plaza, Judges Bunglow Road, Vastrapur, Ahmedabad – 380 015, Gujarat, India. �

Chartered Accountant�

Date of appointment: 22/12/2011 Tenure: Liable to retire by rotation��

- Amradeep industries limited - Turbotech engineering limited - Kappac Pharma Limited - Saral Mining Limited - Pressure Sensitive System India Limited - Monotona securities limited - Rushil Décor Limited��

Mr. Malay S. Karbhari Designation: Independent Director Age: 56 Years S/O : Suryakant Karbhari Occupation: Business Din: 02940417 Status: Non Executive And Independent Nationality: Indian Experience:37

Jogidas Vithals Pole Raopura Vadodara – 390001

Bachelor of Law and Bachelors of Commerce

Date of appointment: 27/07/2011 Tenure: Liable to retire by rotation

Mr. Amulbhai J. Patel Designation: Independent Director Age: 51 Years S/o : Jethabhai Revabhai Patel Occupation: Business DIN: 00183464 Status: Non Executive and Independent Nationality: Indian Experience: 29

A/20 Amidhara Society, Near Prabhunagar Colony, Waghodia Road, Vadodara- 390019

Post Graduate Diploma in Business Management

Date of appointment: 27/07/2011 Tenure: Liable to retire by rotation

- Minal Industries Limited - Bay Overseas Limited

Note: None of the above mentioned Directors are on the RBI List of willful defaulters as on date and are acting or have acted as directors in the preceding five years of any listed company whose shares have either been suspended from trading by stock exchanges and/or under any order or directions issued by the stock exchanges or any company who is delisted from the stock exchanges in the preceding five years. There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above mentioned Directors was selected as director or member of senior management. There is no service contracts entered into by the directors with the issuer providing for benefits upon termination of employment.

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BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY Mr. Jeshinglal Parikh Jesingbhai Parikh aged 81, B.A. LL.B.; is the Chairman of Our Company. He has worked for 28 years as civil servant at various levels. He started his carrier in 1947, as a Mamlatdar of Palanpur, Gujarat. He was a Director of Civil Supplies in Sachivalaya for 10 years and has worked as a Mamlatdar of Baroda, Gujarat. In 1975. He was promoted as Dy. Collector of Baroda. Where he served for three years. He has also worked for Indian Petrochemicals Limited, Baroda, as a Senior Manager (Personnel & Administration) for 10 years. Since 1988 he is looking after the family business. He is looking after the personnel and administration and financial matters of the Company. Mr. Shrikant Jesingbhai Parikh – Managing Director Shrikant Parikh aged 56 years is B.E Electrical from M. S. University Baroda is the key person behind this company. He is looking after overall activities. He has started his career as Engineer in Asea Brown Boveri (ABB). He is also director in Minal Engineering Limited, a listed company on Mumbai, Ahmedabad and Vadodara Stock exchange. He has ventured in jewelry business in the year 1993 and along with Mahendra shah and Champakbhai Mehta and started C Mahendra Jewels Private Limited in Seepz Andheri, Mumbai. He has started unit of manufacturing Diamond studded jewelry in October 2000 in new bigger premises and with modern machinery’s in Seepz as a partnership firm as C Mahendra InfoJewels. In the year 2010 the partnership form got converted into Limited Company. Mrs. Sona Akash Parikh- Whole Time Director Sona Parikh, aged 25 years is the Chief Financial Officer of the company. She is a Chartered Accountant by profession. She has completed her education in the year 2009 and joined the family business as finance in charge. Apart from finance she is looking after the procurement of diamond, silver and gold. She was appointed as Whole Time Director on Our Board on January 24, 2012 for the period of 2 Years

Mr. Amulbhai Jethabhai Patel - Independent Director Mr. Amulbhai Jethabhai Patel aged 50 years is the independent director of the company. He is Graduate Mechanical Engineer and post Graduate in Business Management. He has been awarded Gold Medal in the post graduate Diploma in Business management .He has got experience in the field of Engineering and Management. He has worked as engineer with Hindustan Brown Boveri Limited and Hindustan Motors Limited. He was appointed as independent director on our board as on July 27, 2011 Mr. Malaybhai Suryakant Karbhari - Independent Director Mr. Malaybhai Suryakant Karbhari aged 51 years is the independent director holds the degree of Bachelor of commerce and bachelors of laws from M.S.University – Vadodara. He has taken LIC Agency and working as Insurance Consultant since 1975 having a versatile experience and knowledge in all types of insurances i.e. all type of life insurance and general insurances. At an early age, he has achieved high targets set up by LIC and is a member of Chairman’s Club, i.e. club set up by LIC, since last 28 years He is the Trustee of Kedar Art Research Centre and Gotre Road. Shwetambar Jain Sangh, Vadodara. He was appointed as independent director on our board as on July 27, 2011 Mr. Shankar Prasad Bhagat – Independent Director Mr. Shankar Prasad Bhagat aged, 60 years Independent Director holds a Chartered Accountant Certificate from Institute of Chartered Accountants of India (ICAI) having more than 27 years of experience in the field of accounts and finance. He was appointed as Independent Director on Our Board on December 12th, 2011.

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BORROWING POWERS OF THE BOARD

The borrowing powers of our Directors are regulated by the Articles of Association of our Company.

The Board of Directors of our Company has power to borrow up to ` 100 crores as per the shareholders resolution passed in the EGM of our Company held on February 14 2012. The extract of the resolution of our Company authorizing the Board’s borrowing powers is given herein below:

“RESOLVED THAT pursuant to the provisions of Section 293(1)(d) of the Companies Act, 1956 the Company hereby approves and gives consent to the Board of Directors for borrowing moneys from time to time in excess of the paid up capital and free reserves, if any, provided however, that the amount borrowed/to be borrowed and outstanding at any time shall not exceed the sum of ` 100,00,00,000/- (Rupees One Hundred Crores Only) exclusive of the temporary loans obtained from the Company’s bankers in the ordinary course of business of the Company.

For Further details of the provisions of our Articles of Association regarding borrowing powers, please refer to the section titled “Main provisions of the Articles of Association” of our Company, beginning on page no. 247 of the Draft Red Herring prospectus.

COMPENSATION AND REMUNERATION TO OUR MANAGING DIRECTOR AND WHOLE TIME DIRECTOR. Our Directors, as mentioned below have not entered into any service contract (which provides for benefits upon termination of employment) with our Company:

Name of the Director Designation Compensation paid for Fiscal 2011

Mr. Jesingbhai Parikh Chairman Nil Mr. Shrikant Parikh Managing director Nil Mrs. Sona Parikh Whole Time Director 15000* P.M

*The appointment of Mrs. Sona Parikh was made Whole Time Director by Board Resolution dated December 26, 2011 and was approved by shareholders at the EGM held on January 24, 2012.

Terms of appointment of our Executive Directors 1. Terms of appointment and compensation of Mr. Shrikant Parikh, Managing Director is as

follows:- Mr. Shrikant Parikh has been appointed as Managing Director of the Company for a period of 5 years w.e.f. 16.08.2010. The Remuneration paid is NIL. The said appointment was made by the Board Resolution passed on 16.08.2010. The significant terms of appointment as contained in the resolution are as follows:-

Particulars Remuneration Salary Nil Perquisites and Allowances Nil Minimum Remuneration Nil Term 5 years Other Condition Nil

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2. Terms of appointment and compensation of Mrs. Sona Parikh, Whole Time Director is as follows:-

Mrs. Sona Parikh has been appointed as Whole Time Director of the Company for a period of 2 years w.e.f. 24.01.2012. The Remuneration paid is ` 15,000 per month inclusive of all perquisites, fees, commissions or allowance, if any, but subject to approval of Remuneration Committee of the Company from time to time, has been made by the Board Resolution passed on 26.12.2011 which was approved by shareholders at the EGM held on 24.01.2012.

The significant terms of appointment as contained in the resolution are as follows:-

Particulars Remuneration Salary Nil Perquisites and Allowances Nil Minimum Remuneration ` 15, 000 p.m Term 2 years Other Condition Nil

SITTING FEES PAYABLE TO NON-EXECUTIVE DIRECTOR Till date we have not paid any sitting fees to our Non-Executive Director. RELATIONSHIP BETWEEN DIRECTORS

Name Relationship Mr. Jesingbhai Badarmal Parikh Father of Shrikant Jesingbhai Parikh Mr. Shrikant Jesingbhai Parikh Son of Jesingbhai Badarmal Parikh Mrs. Sona Akash Parikh Daughter in Law of Shrikant Parikh’s Brother

(Vikram Parikh) POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchanges. Mr. Akash V. Parikh, acting as the Compliance Officer and Ms. Shradha Bhimani, acting as Company Secretary respectively are responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the code of conduct under the overall supervision of the Board. SHAREHOLDING OF THE DIRECTORS The Articles of Association do not require the Directors to hold any qualification Equity Shares. The following table details the shareholding of the Directors in their personal capacity, as on the date of this Draft Red Herring Prospectus. Sr. No. Name of the Director No. of Shares % of Paid up Capital 1 Mr. Jesingbhai Parikh 1,87,500 00.752 Mr. Shrikant Parikh 1,22,75,000 49.103 Mrs. Sona Parikh Nil Nil4 Mr. Amulbhai Patel Nil Nil5 Mr. Malaybhai Karbhari Nil Nil6 Mr. Shankar Bhagat Nil Nil

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INTEREST OF DIRECTORS All our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board, commission payable to our Independent non-executive Directors as well as to the extent of remuneration payable to our executive Directors for their services as executive directors of our Company , reimbursement of expenses payable to them under our Articles of Association and lease rent of ` 12000 payable annually to Minal Plastic product on the leasehold property taken on leasehold basis. All our Directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives or firms, trusts or other entities/ bodies corporate in which they have interest, and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Our non-Promoter Directors may also be deemed to be interested in the Equity Shares, if any, out of the present Issue that may be subscribed by and Allotted/transferred to the companies, firms and trusts and other entities/bodies corporate in which they are interested as Directors, members, partners and/or trustees or otherwise as also any benefits, monetary or otherwise derived there from. Further, save and except as stated otherwise in the Chapters titled ”Business Overview”, “Our Promoters and their Background” and Section titled “Financial Information” beginning on pages 87, 116, and 126, respectively, of the Draft Red Herring Prospectus, our Directors do not have any other interests in our Company as on the date of the Draft Red Herring Prospectus. Interest as to Property Except as stated/referred to in the paragraph titled “Property” beginning on page 95 of the Draft Red Herring Prospectus, our Directors do not have any interest: 1. In the promotion of our Company; or II. In any property acquired by our Company within two years from the date of the Draft Red Herring Prospectus, or proposed to be acquired by our Company. CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS Name Date of

Appointment Date of Cessation

Remarks

Shrikant Jesingbhai Parikh

August 10, 2010 Appointed as First Director

Jesingbhai Badarmal Parikh

August 10, 2010 Appointed as First Director

Arpita Shrikant Parikh August 10, 2010 December 22, 2011

Due to pre occupation elsewhere

Malay Suryakant Karbhari July 27,2011 Appointed as Independent Director

Amulbhai Jethaibhai Patel

July 27,2011 Appointed as Independent Director

Sona Akash Parikh July 27, 2011 Appointed as Whole Time Director

Shankar Prasad Bhagat December 12, 2011 Appointed as Independent Director

Composition of Board of Directors The Board of Directors of our Company has an optimum combination of executive and non-executive Directors as envisaged in Clause 49 of the Listing Agreement. Our Board has 6 Directors out of which 3 are independent directors in accordance with the requirement of Clause 49 of the Listing Agreement of the Stock Exchanges.

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Sr. No Board of Directors Designation Category DIN 1. Jesingbhai Badarmal

Parikh Chairman Non Executive and Non-

Independent Director 01691567

2. Shrikant Jesingbhai Parikht

Managing Director Executive and Non- Independent Director

00112642

3. Sona Akash Parikh Whole Time Director Executive and Non- Independent Director

03283751

4. Malay Suryakant Karbhari

Director Non Executive - Independent Director

02940417

5. Amulbhai Jethaibhai Patel

Director Non Executive - Independent Director

00183464

6. Shankar Prasad Bhagat

Director Non Executive - Independent Director

01359897

CORPORATE GOVERNANCE The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance and the SEBI Rules and Regulations in respect of corporate governance become applicable to the Company at the time of seeking in-principal approval of Stock Exchanges. Our company has taken steps to comply with such provisions, as contained in Equity Listing agreement, particularly those related to composition of Board of Directors, constitution of committees like Audit Committee, Shareholder / Investor Grievance Committee etc., Further our company undertakes to take all necessary steps to comply with all the requirements of the regulations on corporate governance and adopt corporate governance code as per Clause 49 of listing agreement to be entered with Stock Exchanges.

In terms of Clause 49 of Listing Agreement, our company has already appointed Independent Directors and constituted the following Committees of the Board: 1. Audit Committee. 2. Share Holders/ Investors Grievance Committee. 3. Remuneration Committee.

1. Audit Committee:

The constitution of Audit Committee was approved at a meeting of the Board of Directors held on 19.01.2012.

The terms of reference of Audit Committee comply with the requirements of Clause 49 of the Listing Agreement, which will be entered into with the Stock Exchanges in due course. The committee consists of the following Directors:

Name of the Director Designation Nature of Directorship Shankar Prasad Bhagat Chairman Independent director Malay Suryakant Karbhari Member Independent director Sona Akash Parikh Member Executive director

Our Company Secretary, Ms. Shradha Bhimani will act as the secretary of the Committee.

ROLE OF AUDIT COMMITTEE

a) Overseeing the Company’s financial reporting process and disclosure of its financial information;

b) Recommending to the Board the appointment, re-appointment, and replacement of the statutory auditor and the fixation of audit fee;

c) Approval of payments to the statutory auditors for any other services rendered by them;

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d) Reviewing, with the management, the annual financial statements before submission to the Board

for approval, with particular reference to:

i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by

management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Disclosure of any related party transactions; and

vi. Qualifications in the draft audit report.

e) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

f) Reviewing, with the management, the performance of statutory and internal auditors, and

adequacy of the internal control systems;

g) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

h) Discussion with internal auditors any significant findings and follow up there on;

i) Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

j) Discussion with statutory auditors before the audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any area of concern;

k) reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

l) To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors;

m) Reviewing the functioning of the whistle blower mechanism, in case the same is existing;

n) Review of management discussion and analysis of financial condition and results of operations, statements of significant related party transactions submitted by management, management letters/letters of internal control weaknesses issued by the statutory auditors, internal audit reports relating to internal control weaknesses, and the appointment, removal and terms of remuneration of the chief internal auditor;

o) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

from time to time; and

111

p) Such other matters as May from time to time be required by any statutory, contractual or other

regulatory requirements to be attended to by such committee. POWER OF THE AUDIT COMMITTEE

1. To investigate activity within its terms of reference;

2. To seek information from any employees;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

2. Shareholders/ Investor’s Grievances Committee

The Shareholders’ / Investors’ Grievance Committee has been formed by the Board of Directors at the meeting held on 19.01.2012 in compliance with Clause 49 of the Listing Agreement. The Shareholders’ / Investors’ Grievance Committee has been constituted with the following Directors:

Name of the Director Designation Nature of Directorship Malay Suryakant Karbhari Chairman Independent director Amulbhai Jethaibhai Patel Member Independent director Shankar Prasad Bhagat Member Independent director

Our Company Secretary, Ms. Shradha Bhimani will act as the secretary of the Committee.

FUNCTIONS OF SHAREHOLDERS’/ INVESTORS’ GRIEVANCES COMMITTEE

1. To take action for efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares and debentures;

2. Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, duplicate share certificates, interest, notices etc.;

3. Issuance of duplicate / split / consolidated share certificates; 4. To take effective action for allotment and listing of shares;

5. To monitor, under the supervision of the Company Secretary, the complaints received by the

Company from SEBI, Stock Exchanges, Department of Company Affairs, ROC and the Share/ Debentures/ Security holders of the Company etc., and the action taken for redressal of the same.

6. To monitor and expedite the status and process of dematerialisation and rematerialisation of shares,

debentures and securities of the Company.

7. To do all such acts, things, or deeds as may be necessary or incidental to the exercise of the above powers.

To suggest statutory and regulatory authorities regarding investor grievances; and make sure proper and timely attendance and redressal of investor queries and grievances.�

3. Remuneration Committee

The constitution of the Remuneration Committee was approved at a meeting of the Board of Directors held on 19.01.2012.

112

The terms of reference of Remuneration Committee comply with the requirements of Clause 49 of the Listing Agreement, which will be entered into with the Stock Exchanges in due course. The committee consists of 3 Independent Directors.

Name of the Director Designation Nature of Directorship Amulbhai Jethaibhai Patel Chairman Independent Director Malay Suryakant Karbhari Member Independent Director Shankar Prasad Bhagat Member Independent Director

Our Company Secretary, Ms. Shradha Bhimani will act as the secretary of the Committee. FUNCTIONS OF REMUNERATION COMMITTEE

1. To recommend to the Board, the remuneration of Managing / Whole-time / Executive Directors, including all elements of remuneration (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

2. To be authorised at it’s duly constituted meeting to determine on behalf of the Board of Directors

and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration for Company’s Managing / Whole-time / Executive Directors.

3. To decide on overall compensation policy for non-executive Directors;

4. To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

Produ

Va

uction Manag

Floor Manag

Supervisors F

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Staff

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For

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Manageme

M

M

Manager Purchase

ent Organiza

Shrikant Pa

Managing Di

Marketing & S

113

ational Struct

arikh

irector

Sales

MaEx

MaExe

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anager xports

rketing ecutives

Admini

Manager Accounts

Staff

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Manager

Ad

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Manager ministrative

114

OUR KEY MANAGEMENT PERSONNEL The Key Managerial Personnel of our Company other than our Executive Directors and Promoters are as follows:-

Name, Age, Designation and Date of Joining

Qualification Previous Employment

Overall Experience

Remuneration in ` from 1.04.2010

Till 31.03.2011Mr. Anil Kumar S Nair Age: 45 Designation : Maintance Manager DOJ: june 01,2000

ITI Electrical (Kerala)

Su-Raj Diamond 28 241937

Mr. Sanjay Phulchandbhai Notaria Age: 39 Designation: Diamond Manager DOJ : September 01,2003

- C. Mahendra Jewels Private Limited

12 300880

Mr. Santosh Madhukar Panchal Age: 43 Designation: General Manager DOJ : August 01,2005

Diploma in mechanical engineering

Diastar Jewellery Ltd

21 568925

Mr. Vivek Manohar Pawaskar Age:39 Designation :Manager Import/ Export DOJ : July 01,2004

S. Y B.Com Nil 15 137934

Mr. Kalpesh Panchal Age: 32 Designation: PDDC Manager DOJ : January 17, 2011

Diploma in Jewellery Designing

Basic jewellery India private limited

12 Nil

Mr.Akash Parikh Age:26 Designation : Complaince Officer DOJ :August 03,2011

M.B.A Marketing

Fresher 1 Nil

Ms. Shradha Bhimani Age:25 Designation : Company Secretary DOJ :December 12,2011

Company Secretary

Gokul Refoils and Solvent Limited

2 Nil

Note:

� All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees.

� There is no understanding with major shareholders, customers, suppliers or others pursuant to which any of the above mentioned personnel have been recruited.

� The key managerial personnel as disclosed above are not key managerial personnel as defined

under Accounting Standard 18. The details of our key managerial personnel are set out below: Relationship of Key Managerial Person with Promoter/ Directors All the Key Management Personnel are permanent employees of our Company and other than Mr. Akashk parikh, none are related to each other or any Director within the meaning of Section 6 of the Companies Act.

115

Service Contracts No Service contracts have been entered into with any Key Management Personnel or Director for provision of benefits or payments of any amount upon termination of employment. Shareholding of the Key Management Personnel None of the Key Management Personnel hold any Equity Shares in our Company. Bonus or Profit sharing plan for the Key Management Personnel The Company does not have any profit sharing plan with its Directors or its key managerial personnel. The Company awards performance linked bonuses, as part of remuneration, to its key managerial personnel. Interest of Key Management Personnel Except as disclosed in this chapter and as disclosed under “Annexure XI” beginning on page 140 of the Draft Red Herring Prospectus, none of our key managerial personnel have any interest in our Company other than to the extent of remuneration or benefits to which they are entitled as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by them in our Company. We have not paid /given any benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/give such benefit to any officer as on the date of the Draft Red Herring Prospectus. Changes in the Key Management Personnel The following are the changes in the Key Management Personnel in the last three years preceding the date of filing this Draft Red Herring Prospectus otherwise than by way of retirement in due course.

Name Date of Appointment Date of Cessation Reason/ Remarks Kalpesh Panchal January 17, 2011 - Appointed as PDDC Manager Akash Parikh August 03,2011 - Appointed as Compliance Officer Shradha Bhimani December 22, 2011 - Appointed as Company Secretary Employee Stock Option Scheme As on the date of Filing of DRHP, company does not have any ESOP Scheme for its employees. Relation of the Key Managerial Personnel with our Promoters/ Directors Other than Mr. Akash Parikh None of our Key Managerial Personnel are related to our Promoters/Directors. Turnover of our Key Management Personnel The average turnover of our Key Management Personnel is very negligible. Payment of Benefit to Officers of our Company (non-salary related) Except the statutory payments made by our Company, in the last two years, our company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers

116

OUR PROMOTERS AND THEIR BACKGROUND The Following are promoters of our Company

1. Mr. Shrikant Jesingbhai Parikh

2. Mr. Jesingbhai Badarmal Parikh

3. Minal Industries Limited

4. C Mahendra Jewels Private Limited Details of Individual Promoters

1. Mr. Shrikant Jesingbhai Parikh

Shrikant Parikh aged 56 years an Electrical Engineer from M. S. University Baroda is the key person behind this company. He is looking after overall activities. He has started his career as Engineer in Asea Brown Boveri (ABB). He is also director in Minal Industries Limited, a listed company on Mumbai, Ahmedabad and Vadodara Stock exchange. He has ventured in jewelry business in the year 1993 and along with Mahendra shah and Champakbhai Mehta started C Mahendra Jewels Private Limited in Seepz Andheri, Mumbai. He has started unit of manufacturing Diamond studded jewelry in October 2000 in new bigger premises and with modern machinery’s in Seepz as a partnership firm as C Mahendra Info Jewels Identification Particulars Details PAN ADBPP3870H Passport No Z1817991 Name of the Bank Corporation Bank Bank Account Number(Corporation Bank) 0543/SB/01/101378

117

2. Mr. Jesingbhai Badarmal Parikh

Jesingbhai Parikh aged 81, B.A. L.L.B.; is the Chairman of the Company. He has worked for 28 years as civil servant at various levels. He started his carrier in 1947, as a Mamlatdar of Palanpur, Gujarat. He was a Director of Civil Supplies in Sachivalaya for 10 years and has worked as a Mamlatdar of Baroda, Gujarat. In 1975, He was promoted as Dy. Collector of Baroda. Where he served for three years. He has also worked for Indian Petrochemicals Limited, Baroda, as a Senior Manager (Personnel & Administration) for 10 years. Since 1988 he is looking after the family business. He is looking after the personnel and administration and financial matters of the Company. Identification Particulars Details PAN ADBPP3889N Passport No E6011359 Voter ID Number HDG8055527 Name of the Bank Bank of India Bank Account Number 250510110003608 Promoter Company 3. Minal Industries Limited Particulars Details of Company Date of Incorporation January 11, 1988 CIN L3201MH1988PLC216905 Registered Office 603,A-Wing Minal Complex off Saki Vihar Road Andheri East Mumbai

Maharashtra 400072 PAN AABCM3120D Bank Account 007120110000006 Bank of India, SEEPZ Nature of Business Dealer in Engineering Tools and to deal in bullion, gold, platinium, silver,

and metals of every discription and object History of the Company

Minal Industries Limited was originally incorporated with the Name Minal Electro Tools Private Limited on January 11, 1988 with registrar of the company Dadra & Nagar Haveli Gujarat. Pursuant to name change from Minal Electro Tools Private Limited to Minal Electro Tools Limited the fresh incorporation certificate received by company on September 30th, 1993. Fresh certificate of incorporation received consequent upon name change from Minal Electro Tools Limited to Minal Engineering Limited dated October 29th, 1993. Fresh certificate of incorporation consequent of name change from Minal Engineering Limited to Minal industries limited received dated March 23, 2010.

118

Shareholding Pattern of Promoter Company as on 31.12.2011

Categ

ory code

Category of shareholder

Number of shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of (A+B)

As a percentage of

(A+B+C)

Number of

shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group

(1) Indian (a) Individuals/ Hindu

Undivided Family 4 36518205 36518205 50.79% 50.79% Nil Nil Sub-Total (A) 4 36518205 36518205 50.79% 50.79% Nil Nil

Total Shareholding of Promoter and Promoter Group (A)

4 36518205 36518205 50.79% 50.79% Nil Nil (B) Public shareholding Non-institutions

(a) Bodies Corporate 112 21836504 3019834 30.37% 30.37% (b) Individuals -

i. Individual shareholders holding nominal share capital up to ` 1 lakh. 1749 5696836 5404756 7.92% 7.92% ii. Individual shareholders holding nominal share capital in excess of ` 1 lakh. 40 6948260 5856260 9.66% 9.66%

(c) Any Other (specify) (a) N.R.I. (Repat &

Non-Repat.) 49 165728 165728 0.23% 0.23% (b) Foriegn Corporate

Bodies (c) Trust 1 3330 3330 (d) Hindu Undivided

Family 80 731787 731787 1.02% 1.02% (f) Employee (h) Clearing Members

Total Public Shareholding (B) 2031 35382445 15181695 49.21% 49.21%

TOTAL (A)+(B) 2035 71900650 51699900 100.00%

100.00%

119

The Board of Directors of the company comprises of Sr. No Name Designation 1. Shrikant Jesingbhai Parikh Director 2. Amul Kumar Jethabhai Patel Independent Director 3. Arpita Shrikant Parikh Director 4. Jesingbhai Badrmal Parikh Director 5. Vikram Jeshinglal Parikh Director On account of resignation of J.V. Joshi Independent director of the company in the month of June, 2011, there is violation of clause 49 of the Listing Agreement from June ,2011. However the company is in process of restructuring constitution of board so as to comply the clause 49 of Listing Agreement. Brief Consolidated Audited Financial of last three year (` In crores) Particular 31/03/2009 31/03/2010 31/03/2011 Equity Share Capital 7.13 7.13 14.38Reserves 4.17 10.20 54.89Sales 0.95 67.20 488.94Profit after Tax 1.96 6.78 32.45EPS ( in `.) 3.07 6.38 26.34Net Asset Value ( in `.) 17.72 16.32 56.23 4. C. Mahendra Jewels Private Limited

Particulars Details of Company Date of Incorporation January 01,1992 CIN U15200MH1992PTC064699 Registered Office G-40, Prime Mall Ground Floor, Irla, Vile Parle West Mumbai Maharashtra PAN AACC1477C Bank Account 007120100100178 Bank of India, SEEPZ Nature of Business To deal in Gems and Jewelleries History of the Company

C Mahendra Diamond Jewelllery Private Limited was incorporated on January 02, 1992 with registrar of the company Mumbai, Maharashtra. Pursuant to name change from C Mahendra Diamond Jewelllery Private Limited to C Mahendra Jewels Private Limited the fresh incorporation certificate received by company on January 20th, 1994.The company has manufactured diamond studded jewellery for 10 years and exported the goods to USA.

(C) Shares held by Custodians and against which Depository Receipts have been issued

(1) Promoter and Promoter Group

(2) Public GRAND TOTAL

(A)+(B)+(C) 2035 71900650 51699900 100.00%100.00

%

120

The Board of Directors of the company comprises of 7directors Sr. No Name Designation 1. Mahendra Chandulal Shah Director 2. Champak Kiritlal Mehta Director 3. Pravin kiritlal Mehta Director 5. Shrikant Jesingbhai Parikh Director 6. Arpita Shrikant Parikh Director 7. Jesingbhai Badamal Parikh Director Shareholding Pattern of Promoter Company as on 30.09.2011

Sr. No Name of the Shareholders No. of Shares % of Total Holding 5. Mahendra Chandulal Shah 5,25,000 17.50 6. Champak Kirtilal Shah 5,25,000 17.50 7. Jesingbhai Badramal Parikh 9,75,000 32.50 8. Nirvani Trust 9,75,000 32.50

Total 30,00,000 100.00 Confirmations We confirm that the details of the permanent account numbers, bank account numbers and passport numbers of our Promoters has been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus with the Stock Exchanges. Further, we confirm that Permanent Account Number, Bank Account Number, Company Registration Number and addresses of Registrars of Companies where the company is registered have been submitted to the Recognized Stock Exchanges at the time of filing the Draft Red Herring Prospectus with the Stock Exchanges. Further, our Promoters have confirmed that they have not been declared as willful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them. Additionally, none of the Promoters have been restrained from accessing the capital markets for any reasons by the SEBI or any other authorities. For details pertaining to other ventures of our Promoters refer chapter titled “Financial Information of our Group Companies” beginning on page 149 of the Draft Red Herring Prospectus. Relationship of Promoters with each other and with our Directors

Name of the Promoter Relationship Shrikant Jesingbhai Parikh Son of Jesingbhai Badarmal Parikh Jesingbhai Badarmal Parikh Father of Shrikant Jesingbhai Parikh Common Pursuits Our Group Companies namely C. Mahendra Jewels Pvt. Ltd., Minal Industires Ltd. & Minal Exim Private Ltd. have objects similar to those of our Company. To that extent we may have a potential conflict of interest between the said Group Companies and our Company. Other than this there are no other common pursuits in the business of our Company and our Group Companies. Further, we have entered into non-compete agreements or understanding with these entities. For further details, of the entities refer to the chapter titled “Financial Information Of Our Group Companies” beginning on page 149 of the Draft Red Herring Prospectus.

121

Interest of Promoters Except as stated in �Annexure Xl beginning on page 140 of the Draft Red Herring Prospectus and to the extent of compensation / sitting fees and reimbursement of expenses in accordance with their respective terms of employment, our Promoters do not have any other interest in our business. Our Promoters may also be regarded interested to the extent of dividend payable to them , lease rent of ` 12000 payable annually to Minal Plastic product on the leasehold property taken on leasehold basis and other distributions in respect of the Equity Shares, if any, held by them or by the companies / firms / ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and Promoters, pursuant to the Issue. Our Promoters are also interested to the extent of transactions given under �Annexure [Xl beginning on page 140 of the Draft Red Herring Prospectus. All our Directors, Promoters and Key Managerial Personnel may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective declarations. Our Directors and Promoters do not have any interest in any property acquired by our Company in the period of two (2) years before filing the Draft Red Herring Prospectus with SEBI. Except as stated otherwise in the Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which the Directors are directly or indirectly interested and no payments have been made to them in respect of these contracts, agreements or arrangements and no such payments are proposed to be made to them. For further details of the same please refer to heading titled “Properties” beginning on page 96 under chapter titled “Business overview” and �Statement of Related Party Transaction beginning on page 124 of the Draft Red Herring Prospectus. Payment or benefit to our Promoters during the last two years No payment has been made or benefit given to our Promoters in the two years preceding the date of the Draft Red Herring Prospectus or is intended to be given by us except as mentioned/referred to in this Chapter, and the paragraph titled “Details Of Immovable Property” on page 96 in the Chapters titled “Business Overview” on page 87 and Related Party Transactions, “Annexure XI” beginning on page 124 under Chapter titled “Auditors’ Report And Financial Information of our Company” of the Draft Red Herring Prospectus. Our Promoter Group Promoter and Promoter Group in terms of Regulation 2(1)(za) and 2(1)(zb) of the SEBI ICDR Regulations. Our Promoters are

1. Jesingbhai Parikh 2. Shrikant Parikh 3. Minal Industries Ltd. 4. C. Mahendra Jewels Pvt. Ltd.

122

Our Promoter Group Consists of:-

A. Individuals related to our promoter Relationship with

Promoter Mr. Shrikant Jesingbhai

Parikh Mr. Jesingbhai Badarmal Parikh

Father Jesingbhai Parikh Badarmal Parikh Mother Savitaben Parikh Putliben parikh Spouse Anila Parikh Savitaben Parikh Son _ Nayan Parikh

Shrikant Parikh Vikram Parikh

Son’s Wife _ Ami Parikh Anila Parikh Manjula Parikh

Duaghter Brijal Parikh Arpita Parikh Hiral Parikh

Lataben Mehta

Father’s Father Badarmal Parikh Ratansi Parikh Father’s Mother Putliben Parikh Khemiben Parikh Mother’s Mother Maniben Sadhani Ambaben Mehta Mother’s Father Jagjivan Sadhani Khetshibhai Mehta Brother Nayan Parikh

Vikram Parikh _

Sister Lataben Mehta Taraben Doshi Brother’s Wife Ami Parikh

Manjula Parikh _

Sister’s Husband Vaghjibhai Mehta Hargovanbhai Doshi

B. Companies related to our Promoter Company

Nature of Relationship Entity Subsidiary or holding company of such body corporate.

Minal International FZE

Any body corporate in which promoter holds 10% or more of the equity share capital or which holds 10% or more of the equity share capital of the promoter.

- Mahendra Info jewels Limited - Aanashika Construction Private Limited - Aanyora Construction Private Limited

Any body corporate in which a group or individuals or companies or combinations thereof which hold 20% or more of the equity share capital in that body corporate also holds 20% or more of the equity share capital of the issuer

- C. Mahendra Jewels Private Limited

C. Companies, Proprietary concerns, HUF’s related to our promoters

Nature of Relationship Entity

Any Body Corporate in which ten percent or more of the equity share capital is held by promoter or an immediate relative of the promoter or a firm or HUF in which promoter or any one or more of his immediate relative is a member.

Affinity Investment Private Limited Click Metro Online private Limited Minal Exim private Limited Minal Infrastructure and Property Private Limited Minal Lifestyle Private Limited Minal Infracons private Limited

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Anybody corporate in which a body corporate as provided above holds ten percent or more of the equity share capital

NIL

Any Hindu Undivided Family or firm in which the aggregate shareholding of the promoter and his immediate relatives is equal to or more than ten percent

NIL

Partnership firm in which promoter or any of his relative is having interest.

Selection INC. Minal Plastic Products RSBL Jewels JBP Enterprise Minal Electrical and Engineering

For further details on our Promoter Group refer Chapter titled “Financial Information of our Group Companies beginning on page 149 of Draft Red Herring Prospectus.

124

RELATED PARTY TRANSACTIONS

For details on related party transactions of our Company, see Annexure Xl Notes to Accounts to the financial statements respectively, in “Financial Information” beginning from 127 pages.

125

DIVIDEND POLICY The declaration and payment of dividend will be recommended by the Board of Directors and approved by the shareholders of our Company at their discretion and will depend on a number of factors, including the results of operations, earnings, capital requirements and surplus, general financial conditions, contractual restrictions, applicable Indian legal restrictions and other factors considered relevant by the Board. Further, pursuant to the terms of the term loans obtained by our Company, prior written consent of the lenders of our Company is required to pay any dividends. The Board may also from time to time pay interim dividend. All dividend payments are made in cash to the shareholders of our Company. Under financing arrangements there are certain restrictions. For Further details see “Financial Indebtedness” on page 161. Our Company has not declared any dividend in the last five fiscal years.

126

SECTION VI

AUDITORS’ REPORT AND FINANCIAL INFORMATION OF OUR COMPANY

To The Board of Directors, C. MAHENDRA INFOJEWELS LIMITED, 214/A Paradise Complex, Sayajigunj, Vadodara - 390005 Dear Sirs, (i) We have examined the attached restated financial information of C. MAHENDRA INFOJEWELS

LIMITED (Erstwhile C. Mahendra Infojewels – Partnership Firm) (hereinafter referred to as ‘the Company’) annexed to this report. The said restated financial information has been prepared by the Company and approved by the Board of Directors in accordance with the requirements of:

1. paragraph B(1) of Part II of Schedule II of the Companies Act, 1956 (‘the Act’);

2. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (‘the SEBI Regulations’) issued by the Securities and Exchange Board of India (‘SEBI’) on 26 August 2009 in exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); and

3. the terms of our engagement agreed upon with you in accordance with our engagement letter

dated 03.10.2011 in connection with the proposed Initial Public Offer of equity shares of the Company.

(ii) The restated financial information of the Company has been extracted by the management from the

audited financial statements for the financial year/period ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 9 August,2010,31 March 2011, and 30 September 2011 which have been approved by the Board of Directors.

(iii) We draw attention to paragraph (ii)(d) in Annexure IV – Accounting Policies and Notes to the

Restated Financial Information regarding no adjustment made in the restated financial information to remove qualification in auditors’ report with regards to Accounting Standard (AS)-2 “Valuation of Inventories” for the period / year ended 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, 31 March 2011 and 30 September 2011. The effect of which cannot be determined for reasons mentioned in paragraph (iii)(2) in Annexure IV.

(iv) Subject to paragraph 3 above and based on our examination, we further report that:

(A) The Restated Summary Statement of Assets and Liabilities of the Company as at 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 9 August,2010, 31 March 2011, and 30 September 2011 are as set out in Annexure-I to this report is after making adjustments/restatements and regrouping as in our opinion were appropriate and more fully described in paragraph (ii) in Annexure IV – Accounting Policies and Notes to the Restated Financial Information and

(B) The Restated Summary Statement of Profit and Loss of the Company for the year/period then

ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 9 August,2010, 31 March 2011 and 30 September 2011 are as set out in Annexure-II to this report is after making adjustments/restatements and regrouping as in our opinion were appropriate and more fully described in paragraph (ii) in Annexure IV – Accounting Policies and Notes to the Restated Financial Information.

127

(v) We have also examined the following restated financial information relating to the Company for the

financial year/period ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 9

August,2010, 31 March 2011, and 30 September 2011, annexed to this report:

(a) Statement of Restated Cash Flows as appearing in Annexure-III;

(b) Statement of Restated Sundry Debtors including details of debts due from related parties as appearing in Annexure-V:

(c) Statement of Restated Loans and Advances as appearing in Annexure-VI;

(d) Statement of Restated Secured Loans as appearing in Annexure-VII;

(e) Statement of Restated Unsecured Loans as appearing in Annexure-VIII;

(f) Statement of Restated Other Income as appearing in Annexure-IX;

(g) Statement of Restated Contingent Liabilities as appearing in Annexure-X;

(h) Statement of Restated Related Party Transactions as appearing in Annexure-XI;

(i) Statement of Restated Segment Information as appearing in Annexure-XII;

(j) Statement of Restated Capitalisation Statement enclosed as Annexure-XIII;

(k) Statement of Restated Accounting Ratios as appearing in Annexure-XIV;

(l) Statement of Tax Shelter appearing in Annexure-XV;

(m) Statement of Dividend paid Annexure XVI and

(vi) In our opinion the Restated Summary Statement of Assets and Liabilities, Restated Summary of

Profit and Loss Account and the financial information as stated above read along with the Significant Accounting Policies and Notes as set out in Annexure-IV have been prepared in accordance with Paragraph B(1) of Part II of Schedule II of the Act and the SEBI Regulations.

(vii) This report should not be in any way construed as a re-issuance or re-dating of any of the previous

audit reports issued by us or by any other firm of Chartered Accountants, nor should it be construed as a new opinion on any of the financial statements referred to therein.

(viii) This report is intended solely for use of the management and for inclusion in the Offer Document in

connection with the Proposed Initial Public Offer of the Company and is not be used, referred to or distributed for any other purpose without our prior consent in writing.

For R. H. Modi & Co. Chartered Accountants R. H. Modi Proprietor Membership No.37643 (Reg. No. 106486W) Place : Mumbai Dated : March 02, 2012

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ANNEXURE- I

SUMMARY STATEMENT OF ASSETS AND LIABILITIES AS RESTATED: (` in Crores)

Particulars As at 30-Sep.11

As at 31-Mar-11

As at 9-Aug 10

As at 31-Mar-10

As at 31-Mar-09

As at 31-Mar-08

As at 31-Mar-07

I FIXED ASSETS NET BLOCK 4.44 4.66 4.63 4.83 5.48

6.25

7.09

Capital work-in-progress including capital advances - - 0.15 0.08 - - -

4.44 4.66 4.78 4.91 5.48

6.25

7.09

II INVESTMENTS - - - - - - -

III

CURRENT ASSETS, LOANS AND ADVANCES

Inventories 19.18 11.95 24.01 27.03 26.88 42.72 34.11 Sundry debtors 256.02 185.24 79.98 75.56 78.99 50.54 68.08

Cash and bank balances 0.41 0.47 0.39 0.21 0.06 0.43 0.35

Other current assets - - - - - - -

Loans and advances 25.13 22.27

1.08 0.75 0.72 0.74 0.62

300.74 219.93 105.46 103.55 106.65 94.43 103.16 IV

LIABILITIES AND PROVISIONS

Secured loans 10.90 11.81 11.48 11.33 14.73 22.31 23.40 Unsecured loans 68.37 70.70 67.62 28.32 72.41 - 0.25 Current liabilities 179.89 108.15 6.08 4.23 5.39 1.59 3.00 Provisions 2.50 - 0.10 0.10 0.10 0.09 0.07 261.66 190.66 85.28 43.98 92.63 23.99 26.72

V

DEFERRED TAX LIABILITIES (NET) (0.09) (0.11) (0.04) (0.04) (0.05) (0.04) (0.04)

VI

NET WORTH (I+II+III-IV-V) 43.61 34.04 25.00 64.52 19.55 76.73 83.57

Represented by:

SHAREHOLDERS FUND

-

-

-

-

-

Share Capital 25.00 25.00 25.00 64.52 19.55 76.73 83.58

Securities premium account -

-

-

-

-

-

Reserve and Surplus 18.62 9.04 - - - -

129

IX

NET WORTH (VII+VIII) 43.61 34.04 25.00 64.52 19.55 76.73 83.57

ANNEXURE- II SUMMARY STATEMENT OF PROFIT AND LOSS ACCOUNT AS RESTATED:

(` in crores) Particular For the year/ Period end on

30-Sep-11

31-Mar-11

9-Aug -10

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar -07

INCOME Income from Manufacturing Items 18.59 26.62 7.38 22.26 19.25 35.69 77.61Income from trading Items 52.19 124.27 2.56 3.01 22.18 Other income 7.82 - 1.40 0.05 14.24 - 0.18Increase/ (Decrease) in inventories - - (2.10) 2.10 - - - 78.60 150.89 9.24 27.42 55.67 35.69 77.79 EXPENDITURE Cost of Raw material 11.11 13.18 7.13 9.23 36.08 24.47 51.68Cost of traded Items 51.94 119.95 - 3.07 - - -Staff cost 1.24 2.06 0.80 1.53 1.51 2.87 3.93Manufacturing expenses 1.22 5.34 0.88 9.79 1.57 7.87 7.84Selling & Distribution expenses 0.06 0.10 0.04 0.01 0.17 0.38 0.48Interest 0.57 0.70 0.30 1.01 1.45 2.28 2.29Miscellaneous expenditure written off 0.05 0.21 0.01 - - - -Depreciation / Amortization 0.30 0.38 0.21 0.68 0.78 0.90 1.00 66.49 141.92 9.37 25.32 41.56 38.77 67.22 PROFIT BEFORE TAXATION 12.11 8.97 (0.13) 2.10 14.11 (3.08) 10.57Provision for tax - - - - - - Current tax (2.50) - - - - - -Less: MAT credit entitlement - - - - - - Deferred tax (0.02) 0.07 - (0.01) - - 0.03Fringe benefit tax - - - (0.01) - (0.03) (0.03)Net profit after tax 9.59 9.04 (0.13) 2.08 14.11 (3.11) 10.57

ANNEXURE- III STATEMENT OF RESTATED CASH FLOWS:

(` in crores) Particulars As at

30-Sep- 2011

for the year ended 31-Mar 11

9-Aug -10

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar-07

A

CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation

12.11

8.97

(0.13)

2.10

14.11

(3.08)

105.81

Adjustment for: Depreciation / 0.38 0.21 0.21 0.68 0.78 0.90 10.05

130

Amortization (Profit) / Loss on

sale of Investments (net) (0.01) - - - - - -

Interest income - - - (.01) - (0.02) (1.56) Interest expenses 0.70 0.30 0.30 1.01 1.45 2.28 22.89 Unrealised exchange

difference (net) - - Dividend income - - - - - - Profit /Loss on sale

of fixed assets - - - - - - Miscellaneous

expenditure written back - - - - - -

Provision for doubtful debts and advances (Net) - - - - - -

Cash generated from operations before working capital changes

13.18 9.48 0.38 3.78 16.34 0.08 137.19

Adjustment for: (Increase)/ Decrease

in inventories (7.23) 12.06 3.02 (0.15) 15.85 (86.15) 92.65 (Increase)/ Decrease

in trade and other receivables

(73.64)

(126.45)

(4.74)

3.40

(28.44)

174.33

8.48

Increase/ (Decrease) in current liabilities and provisions 74.24 101.97 1.85 (1.15) 3.79 (13.84) (55.06)

Cash generated from/ (used in) operations

6.55

(2.94)

0.51

5.88

7.54

74.42

183.26

Direct tax paid (Net) (2.50) - - - - (0.25) (0.28) Net cash from/

(used in) Operating Activities (A)

4.05

(2.94)

0.51

5.87

7.54

74.17

182.98

B.

CASH FLOW FROM INVESTING ACTIVITIES

Payments made for purchase of fixed assets/ capital expenditure

(0.08)

(0.27)

(0.08)

(0.10)

(0.01)

(0.69)

(1.85)

Proceeds from sale of fixed assets

-

-

-

-

-

0.08

-

Loans (granted)/ received back (net) - - - - - -

Interest received - 0.01 - - - 0.02 1.56 (Purchase) / Sale of

Investments - - - - - - (Proft) / Loss on sale

of Investments (net) - - - - - - Dividend income - - - - - -

131

Net cash from/ (used in) Investing Activities (B)

(0.08)

(0.26)

(0.08)

(0.10)

(0.01)

(0.59)

(0.29)

C.

CASH FLOW FROM FINANCING ACTIVITIES

Capital introduced/withdrawn (net)

-

-

(39.41)

42.88

(71.27)

(37.47)

(6.59)

Proceeds from issue of shares (Refer note 2 below) - - - - - -

Proceeds from borrowings (net of repayment)

(3.24)

3.42

39.44

(47.49)

64.82

(13.35)

(188.26)

Interest paid (0.57) (0.70) (0.30) (1.01) (1.45) (22.81) (22.89) Net cash from/

(used in) Financing Activities (C)

(3.81)

2.72

(0.27)

(5.62)

(7.90)

(73.63)

(217.74)

Net increase/ (decrease) in Cash and Cash Equivalents (A+B+C)

0.16

(0.48)

0.16

0.15

(0.37)

(0.05)

(35.05)

Cash and Cash Equivalents at the beginning of the year/period

0.47

0.39

0.21

0.06

0.43

3.53

38.57

Cash and Cash Equivalents at the end of the year/period

0.63

(0.09)

0.37

0.21

0.06

3.48

3.52

Components of Cash and Cash Equivalents at the end of the year/period

Cash in hand 0.36 0.40 0.37 0.20 0.05 2.11 3.41 Balance with

scheduled banks

- -

-

-

- - Current account 0.05 0.07 - 0.01 0.01 2.20 0.11 EEFC account - - - - - - - Add: Effect of

exchange difference (closing)

-

7.28

-

-

- -

Fixed deposit/ margin money

-

-

0.02

-

-

-

-

0.41 0.47 0.39 0.21 0.06 4.31 3.52

The accompanying Significant Accounting Policy and Notes to the Restated Financial Information are an integral part of this Statement of Restated Cash Flow.

132

ANNEXURE – IV

ACCOUNTING POLICIES AND NOTES TO THE RESTATED FINANCIAL INFORMATION 1) SIGNIFICANT ACCOUNTING POLICIES: i) Basis of Preparation These Restated Financial Information of C. Mahendra Infojewels Limited have been extracted from the audited financial statements for the respective year/period and restated to comply in all material respects with the Accounting Standards prescribed by the Companies Accounting Standards Rules, 2006 notified by the Central Government to the extent possible except as disclosed in paragraph ii(d) here in below and other adjustments as necessary in accordance with paragraph B(1) of Schedule II of The Companies Act, 1956 and SEBI Regulations. ii) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. iii) Fixed Assets Fixed assets are accounted at cost of acquisition inclusive of freight, duties, taxes, incidental expenses and borrowing cost and are stated at written down value. iv) Depreciation The Company has been charging depreciation on written down value method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Leasehold land is amortised over the lease period. v) Investments Investments intended to be held for more than one year are classified as long-term investments and other investments are classified as current investments. Long-term investments are valued at cost less provision, if any, for diminution in value, which is other than temporary. Current investments are valued at the lower of cost or market value on scrip wise basis. vi) Inventories

1. Raw materials – are valued at lower of cost or net realisable value. The cost is based on technical estimates by the management.

2. Traded goods - are valued at lower of cost or net realisable value.

3. Consumables are valued at lower of estimated cost or net realisable value.

vii) Revenue Recognition

133

Revenue from exports sales is recognised when delivery of goods is physically given to customs authorities. Revenue from domestic sales is recognised when the title of goods passes to the customers, which is generally on delivery. viii) Foreign Currency Transactions a) In respect of export of goods and services, the transactions in foreign currency are recorded in rupees by applying to the foreign currency amount, the exchange rate prevailing on the date of the transaction. Any excess or shortfall at the time of actual realization is charged to the profit and loss account. b) In respect of import of goods and services, the transactions in foreign currency are recorded in rupees by applying to the foreign currency amount, the exchange rate prevailing on the date of the transaction. Any excess or shortfall at the time of ctual payment is charged to the profit and loss account. c) In respect of import of capital goods, the transaction in foreign currency is recorded in rupees by applying to the foreign currency amount the exchange rate prevailing on the date of transaction. Exchange differences in respect of liabilities incurred and settled within the financial year to acquire fixed assets are charged to the profit and loss account. d) Assets and liabilities related to foreign currency transactions other than fixed assets remaining unsettled at the year end are translated at the contract rate, when covered by a foreign exchange contract and at year end rates in other cases. The gains and losses arising on foreign exchange transactions other than those relating to fixed assets are recognized in profit and loss account. Gains and losses arising on foreign exchange transactions relating to fixed assets are charged to the profit and loss account. ix) Retirement Benefits

1. Retirement benefits in the form of provident fund and pension scheme are accounted on accrual basis.

2. Provision for gratuity liability is made on the basis of actuarial valuation at the end of the

accounting year. x) Borrowing Costs Borrowing cost directly attributable to acquisition or construction of fixed assets, which necessarily take substantial period of time to get ready for their intended use, are capitalised. Other borrowing costs are charged to profit and loss account. xi) Taxation Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax are measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current period timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable/ virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably/ virtually certain that

134

sufficient future taxable income will be available against which such deferred tax assets can be realised. xii) Accounting for Provisions and Contingent Liabilities A provision is made when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. xiii) Earning Per Share The Basic Earning per Share (EPS) is computed by dividing the Net Profit after tax for the period available for the Equity Shareholders by the weighted average number of Equity Shares outstanding during the period. For the purpose of calculating diluted Earnings per Share, Net Profit after tax for the period available for Equity Shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential Equity Shares. xiv) Impairment At each balance sheet date, the Company determines whether a provision should be made for impairment loss on fixed assets (including intangible assets), by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard (AS)-28 ‘Impairment of Assets’. Where the recoverable amount of any fixed assets is lower than its carrying amount, a provision for impairment loss on fixed assets is made. xv) Preliminary Expenses Preliminary expenses are charged to the profit and loss account in the year in which the same are incurred. � Adjustments resulting from changes in accounting policies

i) Gratuity During the year ended 31 March 2007, the Company adopted the Accounting Standard (AS)-15 “Employee Benefits” applicable for accounting periods commencing on or after December 7, 2006.Accordingly, Employees’ Remuneration and Benefits have been recomputed for the year/period ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 9 August 2010, 31 March 2011 and 31 September 2011 in the Restated Financial Information. Further the accumulated profit and loss balance as at 1 April 2006 has been appropriately adjusted to reflect the impact of the change pertaining to periods ended on or before 31 March 2006.

ii) Depreciation Till 09 August 2010, while the Company was a partnership firm, depreciation was charged at the rates and in the manner specified in the Income Tax Act, 1961. After conversion in to a company under Part IX of The Companies Act, 1956 w.e.f. 10 August 2010, the Company has charged depreciation at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956. Adjustment on this account has not been carried out prior to financial year ended 31 March 2006 and written down value as on 01 April 2006 has been considered for depreciation calculation for the financial year ended 31 March 2007 and onwards. Accordingly, adjustment has been carried out for the purpose of this Restated Financial Information.

135

iii) Profit / (loss) on sale of fixed assets

Till 09 August 2011, while the Company was a partnership firm, profit /(loss) on sale of fixed assets was not determined and amount realized for sale of fixed assets was reduced from block of fixed assets in accordance with provisions under Income Tax. After conversion into a company under Part IX of The Companies Act, 1956 w.e.f 10 August 2011, profit / (loss) on sale of fixed assets is accounted separately in Profit and Loss Account. Accordingly, adjustment has been carried out for the earlier year/period.

iv) Deferred tax expenses Deferred tax was not accounted upto the financial period ended 09 August 2010 in the books of the partnership firm. Accordingly, adjustment has been carried out for the earlier year/period. � Material adjustments relating to previous year/period

i) Tax adjustments of earlier years The Company records tax adjustments of earlier years on completion of assessments made by the Income tax authorities and any difference is recorded as ‘prior year tax adjustments’ in the financial statements. Accordingly, the effect of these items has been adjusted in the period to which the tax was related in the Restated Summary Statement of Profits and Loss Account. � Material regroupings

i. Upto 31 March 2009, exchange rate differences arising on transactions relating to imports and year end restatement of creditors in foreign currency was included under in ‘Purchases’. Similarly exchange rate differences on transactions relating to export sales and year end restatement of debtors in foreign currency was included in ‘Sales’. During the year/period ended 31 March 2010, 09 August 2010, 31 March 2011 and 30 September 2011, exchange rate difference arising on transactions in foreign currency has been disclosed separately as ‘Exchange rate difference (net)’ grouped under ‘Other Income’ or ‘Manufacturing and Other Expenses’ as the case may be. Accordingly, the figures of previous year/period have been regrouped/ rearranged.

� Non-Adjustments of Auditors’ Qualifications No adjustment has been made in the Restated Summary Statement of Assets and Liabilities and Restated Summary Statement of Profit and Loss Account, to remove qualification in auditors’ report for the financial year/period ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 09 August 2010, 31 March 2011 and 30 September 2011 change in accounting policy required in those year/period to comply with the Accounting Standard (AS)-2 “Valuation of Inventories”.

i. NOTES TO RESTATED FINANCIAL INFORMATION

i) Contingent liabilities: Contingent liabilities is shown separately in Annexure ‘XI’

ii) Valuation of inventories In respect of stock of Raw materials, (ie diamond, precious stones and semi precious stones) cost is based on technical estimates by the management. In view of nature of variation in value of individual diamonds and precious stones, the differentials in their cost, it is not practical to compute the cost using either FIFO or Weighted average cost. In view of multiple grades, it is not practical to use specific cost.

136

The basis of computing cost used on consistent basis, to avoid distortion in valuation, is to that extent a deviation from that prescribed by Accounting Standard (AS)-2 ‘Valuation of Inventories’. The impact on profit for the year/period ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 09 August 2010, 31 March 2011 and 30 September 2011, inventories and reserves and surplus as at 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010, 09 August 2010, 31 March 2011 and 30 September 2011 due to the above deviations is not ascertainable.

iii) During the year / period ended 31 March, 2011 the company has incurred expenses amounting to ` 6,34,021/- towards proposed IPO which are included under Profit and Loss account under the head Professional and Consultancy.

iv) The management based on their review of assets and operation of the Company has

determined that there is no indication of potential impairment and that the recoverable amount of any of its fixed assets is not lower than its carrying amount.

v) Related party disclosure

The related party relationships have been determined on the basis of the requirements of the Accounting Standard (AS)-18 ‘Related Party Disclosures’ and the same have been relied upon by the auditors. Name of the related party disclosed are those related parties with whom transactions have taken place during the period, except where control exist, in which case the relationships have been mentioned irrespective of transactions with the related party. Details of related party transactions are given in Annexure XI.

vi) Segment information The Company has only one business segment viz. Gems and Jewellery, which is being considered as the primary segment. The financial information about business segment is not applicable since segment results / revenue / assets of the wind mill business are not more than 10 percent of the combined business results / revenue / assets. The information regarding the secondary segment, i.e. ‘geographical segments’ is given separately in Annexure XII.

vii) The remuneration paid/payable to directors for the year/period ended 31 March 2011 and 30 September 2011 is ` 8, and ` 6 respectively.

The Company has not received any information from its suppliers regarding their registration under the ‘Micro, Small and Medium Enterprises Development Act, 2006’. Hence interest if any payable as required under Act has not been provided and the information required to be given in accordance with Section 22 of the said Act, is not ascertainable and hence, not disclosed.

ANNEXURE - IV A STATEMENT OF ADJUSTMENTS / RESTATEMENT AND REGROUPING

(` In crores) Sl. No.

Particulars Period ended

Period ended

Period ended

Period ended

Year ended

Year ended

Year ended

30- Sep-11

31-Mar-11

9-Aug-

10

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar-07

A. Profit after tax as per audited financial statements

9.58

8.96

(0.10)

2.10

14.10

(3.06)

106.18

Adjustment for:

137

i) Change in accounting policies and restatement

Dividend income

-

-

-

- -

-

- Gratuity

(0.01)

(0.02)

(0.01)

0.01 -

(0.03)

(0.03) Bonus

-

-

-

- -

-

- Profit / (loss) on sale of

fixed assets

-

-

-

- -

-

- Depreciation

(0.01)

-

-

(0.01)

(0.01)

-

(0.01) Preliminary expenses

-

-

-

- -

-

- Current tax expenses

-

-

-

- -

-

- MAT credit entitlement

-

-

-

- -

-

- Fringe benefit tax expenses

-

-

-

(0.01)

0.01

(0.01)

(0.03)

(0.02)

(0.02)

(0.01)

(0.01) -

(0.04)

(0.07) Tax impact on above

adjustments: Current tax expenses

-

0.08

-

- -

-

- Deferred tax expenses

0.01

0.01

-

(0.01) -

-

0.03

B. Adjustments net of tax impact

(0.01)

0.07

(0.01)

(0.02) -

(0.04)

(0.04)

C Adjusted profit (A+B)

9.57

9.03

(0.11)

2.08

14.10

(3.10)

106.14

ANNEXURE - V STATEMENT OF SUNDRY DEBTORS:

(` In crores)

Particulars

As at 30-Sep-11

As at 31-Mar-11

As at 09-Aug-10

As at 31-Mar-10

As at 31-Mar-09

As at 31-Mar-08

As at 31-Mar-07

(Unsecured, considered good unless otherwise stated)

(A) Debt outstanding for a period exceeding six months & others

128.96

58.19

62.50

61.20

71.37

43.18 44.38

(B) Debts from Others 127.06 127.05 17.48 14.36 7.62 7.36 23.70

TOTAL 256.02 185.24 79.98 75.56 78.99 50.54 68.08Includes Receivable from Subsidiaries - - - - - - -

138

ANNEXURE - VI

STATEMENT OF LOANS AND ADVANCES: (` In crores)

Particulars As at As at As at As at As at As at As at

30-Sep-11

31-Mar-11

09-Aug-10

31-Mar-10

31-Mar-09

31Mar-08

31-Mar-07

(Unsecured and considered good, unless otherwise stated) Loans and advances Loans and advances to subsidiaries: - - - - - - -Loans to staffs/ Others 0.19 0.17 0.24 0.16 0.15 0.19 0.20Advances recoverable in cash or in kind or for value to be received

24.91

22.06

0.72

0.47

0.42

0.34 0.23

Deposits with Government, Public Bodies, etc.

0.07

0.08

0.06

0.06

0.05

0.08 0.08

Taxes paid (Advance tax and TDS receivable) -

(0.04)

(0.04)

(0.04)

-

0.04 0.04

Fringe benefit tax paid (0.04) - 0.10 0.10 0.10 0.09 0.07 Total 25.13 22.27 1.08 0.75 0.72 0.74 0.62

ANNEXURE - VII STATEMENT OF RESTATED SECURED LOANS:

(` In Crores)

Particulars As at As at As at As at As at As at As at

30-Sep-11

31-Mar-11

9 Aug-10

31-Mar-10

31-Mar-09

31-Mar-08 31-Mar-07

Short term working capital loans from banks 10.90 11.81 11.31 11.33 14.28 18.56 18.64Interest accrued and due on the above - - - - - - -Short term loans from bank - - 0.16 - 0.45 3.75 4.76

Long term loans from banks - - - - - - -Interest accrued and due on the above - - - - - - -

Total 10.90 11.81 11.47 11.33 14.73 22.31 23.40

NOTES:1. Working capital loans are secured against hypothecation of stocks, receivables, collateral

securities of fixed assets and factory premises and personal guarantee of directors.

Received from other Related Parties 1.C.MahindraExports(HK)

0.01 0.01 0.01 0.01 0.01 0.01 0.01

2.Minal Engg. Ltd - - 0.39 0.38 0.43 0.01 -3.Selection Inc. 47.48 50.35 62.50 61.20 71.37 43.18 67.35 Total 47.49 50.36 62.90 61.59 71.81 43.20 67.36

139

2. Gold loans are secured against hypothecation of stocks, collateral securities of property and personal guarantee of partners / directors

ANNEXURE-VIII STATEMENT OF RESTATED UNSECURED LOANS

(` In crores) Particulars As at As at As at As at As at As at As at

30-Sep-

11 31-Mar-

11 09-Aug-

10 31-Mar-

10 31-Mar-

09 31-Mar-

08 31-Mar-

07 From Directors* 26.19 26.34 - - - - - From Shareholders /Partners* 22.21 23.62 39.30 - - - - From Others 20.04 20.82 28.32 28.32 72.41 - 0.25

Total 68.44 70.78 67.62 28.32 72.41 - 0.25 * The loans are interest free. The above loans have no fixed repayment schedule.

ANNEXURE –IX STATEMENT OF RESTATED OTHER INCOME

(` In Crores)

PARTICULARS As at 30-Sep-11

As at 31-Mar-11

As at 9 Aug-10 As at

31- Mar -10

As at 31- Mar -09

As at 31- Mar -08

As at 31- Mar -07

Interest on electricity deposit

-

-

-

-

-

-

-

Exchange Difference 7.82 - 1.40 - 14.10 - -Interest on It Refund - - - - - - -Interest on fixed deposits with banks - - - - - - 0.16Interest on TDS - - - - - - -Rebate and discount - - - 0.05 - - -Sale of scrap - - - - - - -Miscellaneous income - - - - 0.14 - 0.02Total 7.82 - 1.40 0.05 14.24 - 0.18

ANNEXURE – X STATEMENT OF RESTATED CONTINGENT LIABILITIES

(` In Crores) Particulars

As at 30-Sep-

11 As at 31-Mar-11

As at 9-Aug-10

As at 31-Mar-

10 As at 31-

Mar-09

As at 31-Mar-

08 As at 31-Mar-07

Bond cum Undertaking given by the Company to the President of India towards manufactue of goods for Exports in Special Economic Zone

147.74 147.74 - - - - -

Total 147.74 147.74 -- - - -

140

ANNEXURE - XI

STATEMENT OF RESTATED RELATED PARTIES TRANSACTIONS (` In crores)

Nature of Transaction

s Name Party

Nature of Relationshi

p As at As at

As at 9-Aug-10 As at As at As at As at

30-Sep-11

31-Mar-11

31-Mar-10

31-Mar-09 31-Mar-08 31-Mar-07

Sale of Diamond Studded Jewellery

Selection INC

Enterprises in which relatives of key management have significant influence

4.56

5.05

4.22

7.56

7.90

22.40

49.67

Minal Industries Ltd.

Enterprises in which key management have significant influence

-

-

-

-

0.35

0.01

-

Total 4.56 5.05 4.22 7.56 8.25 22.41 49.67

Sale of Cut & Polished Diamond

Selection INC

Enterprises in which relatives of key management have significant influence

- 2.39 - 3.01

22.18 - -

Total - 2.39 - 3.01 22.18 - -

Purchase of Gold and Gold Finding Selection

INC

Enterprises in which relatives of key management have significant influence

6.43 7.99 1.35 3.56 4.29 8.03 1.88

Total 6.43 7.99 1.35 3.56 4.29 8.03 1.88

Purchases of polished diamonds

C. Mahendra Exports

Enterprises in which key management have significant influence (Till 31.12.08) - - - - - .12

C Mahendra International Ltd.

Enterprises in which key management have - - - - - -

141

significant influence

C. Mahendra Exports (HK) Ltd

Enterprises in which key management have significant influence (Till 31.12.08) - - - - - -

Selection INC

Enterprises in which relatives of key management have significant influence

5.48

7.16

0.32

4.22

12.02

3.93

Total 5.48 7.16 0.32 4.22 12.02 - 4.05

Purchases of Colour Stone

Minal Industries Ltd.

Enterprises in which key management have significant influence - - - - - -

Selection INC

Enterprises in which relatives of key management have significant influence - - - -

0.02

0.15 Total - - - - 0.02 0.15

Purchases of Consumables

Minal Industries Ltd.

Enterprises in which key management have significant influence - - - - - 0.01

Selection INC

Enterprises in which relatives of key management have significant influence

0.11 Total - - - - - 0.12

Purchase of Silver and Silver Findings

Selection Inc

Enterprises in which relative of key management

0.03 0.02 - 0.02 0.67 0.08 -

142

personnel have significant influence

Total 0.03 0.02 - 0.02 0.67 0.08 -

Purchase of Platinum

Selection Inc

Enterprises in which relative of key management personnel have significant influence

0.02 - - - - - -

Total 0.02 - - - - - -

Reimbursement of expenses incurred

C. Mahendra Export Ltd

Enterprises in which key management have significant influence (Till 31.12.08) - - - - 3.22 2.65 -

Total - - -- - 3.22 2.65 -

Director Remuneration

Shrikant Parikh

Partner (Till 09.08.10) / Director - - - - 0.03 0.03 -

Total - - - - 0.03 0.03 -

Purchase of Diamond Studded Jewellery

Selection INC

Enterprises in which relatives of key management have significant influence - - - -

0.02 2.91 -Total - - - - 0.02 2.91 -

Loans taken

C Mahendra Jewels Pvt Ltd

Enterprises in which key management have significant influence (Till 31.12.08)

- 17.35 - 0.02 25.10 -

Shrikant Parikh

Partner (Till 09.08.10) / Director -

28.20 - - - -JESINGBHAI B PAREKH

Partner (Till 09.08.10) / Director -

2.67

- -- - - -

143

Minal Industries Ltd.

Enterprises in which key management personnel have significant influence -

6.53- - - - -

Total - 54.75 - 0.02 25.10 - - Loans Repaid

Jignesh M Shah

Relative of key management personnel (Till 31.12.08)

- - - - - 0.25 -

C Mahendra Jewels Pvt Ltd

Enterprises in which key management personnel have significant influence

- - - 25.10 0.01 - -

Shrikant Parikh

Partner (Till 09.08.10) / Director

- 1.89 - - - - -

Minal Industries Ltd.

Enterprises in which key management personnel have significant influence

- 0.26 - - - - -

Total - 2.15 - 25.10 0.01 0.25 -

Loans Given

Minal Infracons Pvt Ltd

Associate Co (W.e.f. 10.08.2010)

- - - - - - -

Minal Lifestyles Pvt Ltd

Associate Co (W.e.f. 10.08.2010)

- - - - - - -

Minal Infrastructure & Properties Pvt Ltd

Associate Co (W.e.f. 10.08.2010)

- - - - - - -

Minal Exim Ltd

Enterprises in which key management personnel have significant

0.03

- - - - - -

144

influence

Total 0.03 - - - - - - Note: Minal Industries Ltd. was formerly Minal Engineering Ltd

ANNEXURE – XII STATEMENT OF RESTATED SEGMENT INFORMATION

(` In crores)

30-Sep-

11 31-Mar-11 9-Aug-10 31-Mar-

10 31-Mar-

09 31-Mar-

08 31-Mar-

07 Segment Revenue

Outside India 70.78 150.90 9.94

25.27

41.07

35.69

77.61

Within India - - - -

0.36 - - Total 70.78 150.90 9.94

25.27

41.43

35.69

77.61 Segment Assets

Outside India

258.00 187.05 77.12

75.19

78.58

50.55

68.10

Within India 47.18 37.54 33.12

33.27

33.55

50.13

42.15 Total

305.18 224.59

110.24

108.46

112.13

100.68

110.25 Additions to fixed assets

Within India 0.08 0.27 0.01

0.03

0.01 0.07 0.19 Outside India - - - - - - -

Total 0.08 0.27 0.01

0.03

0.01 0.07 0.19

ANNEXURE XIII STATEMENT OF RESTATED CAPITALISATION STATEMENT:

(` In crores)

Particulars Pre Issue as

at Post issue Post issue 30.09.2011 Debts Short term debts 79.36 - [�] Long term debts - - [�]

Total Debts 79.36 - [�] Shareholders' Fund Share capital 25.00 - [�] Reserves and surplus 18.62 - [�] Total Shareholders Funds 43.62 - [�] Total Debts/Shareholders Funds (Ratio) 1.82 [�]

Notes: 1. The above ratio has been calculated on the basis of restated financial information of the Company.

145

2. The post-issue capitalisation statement cannot be calculated at this stage.

ANNEXURE -XIV STATEMENT OF ACCOUNTING RATIOS:

(` In crores)

Particulars

30-Sep-11 31-Mar-11 9-Aug-10

31-Mar-10 31-Mar-09 31-Mar-08 31-Mar-07

Earning per Share (EPS) (`) (Basic & Diluted)

3.83

3.62

(0.05)

0.84

5.64

(1.24)

4.23

Net Asset Value (NAV) (` per share)

17.45

13.62

9.98

25.81

7.82

30.69

33.43

Return on Net Worth (RONW) (%)

21.95

26.56

(0.47)

3.25

72.11

(4.05)

12.66

Weighted average No. of Equity Shares outstanding during the year/period( Including Bonus issue of shares )

25,000,00

0

25,000,00

0

25,000,000

25,000,000

25,000,000

25,000,000

25,000,000

No. of Equity Shares outstanding at the end of the year/period( Including Bonus issue of shares )

25,000,00

0

25,000,00

0

25,000,000

25,000,000

25,000,000

25,000,000

25,000,000

# It was partnership Firm earlier. Notes: 1. The Ratios has been computed as below: Earning Per Share (`) = __________________Net Profit After Tax__________________ Weighted Average Number of Equity Shares outstanding during the year/period Diluted Earning Per Share (`) = __________________Net Profit After Tax__________________ Weighted Average Diluted Number of Equity Shares Net Asset Value Per Share (`) = __________Net Worth Excluding Revaluation Reserve _______ Number of Equity Shares outstanding as at the year/period end Return on Net Worth (%) = ________________Net Profit After Tax X 100______________

Net Worth Excluding Revaluation Reserve

146

2.The above ratios have been computed on the basis of the Restated Financial Information for the respective year/period.

1. The status of the Company prior to 10 August 2010 was that of a partnership firm. Hence, EPS and NAV per share have been computed for all the periods/ years prior to 31 March 2011 by considering the number of shares outstanding as at 10 August 2010.

2. Net worth as at 9 August 2010 has been taken but including amount transferred from partner's capital account to unsecured loan account as on 9 August 2010 (net of impact on restatement).

3. Earnings per Share is computed in accordance with Accounting Standard (AS) 20 “Earnings Per Share” issued by the Institute of Chartered Accountants of India. EPS and RONW for the period ended 09 August 2010 and 31 March 2011 and 30 September 2011 are not annualised.

ANNEXURE XV STATEMENT OF TAX SHELTERS

(` In Crores) Particulars 30-Sep-11 31-Mar-

11 9-Aug-10

31-Mar-10 31-Mar-09

31-Mar-08 31-Mar-07

Profit before tax as per restated profit and loss account 12.09 8.96 (0.13) 2.12 14.10 (3.09) 10.58 Tax rate (including surcharge and education cess) 30.9000% 30.9000% 30.9000% 30.9000% 30.9000% 30.9000% 33.66%Notional tax as per tax rate on profits (A) 3.74 2.77 (0.04) 0.66 4.36 (0.95) 3.56 Tax Adjustments Permanent Difference Donation - - - - - - - Deduction u/s. 10A - - 0.10 (2.11)

(14.11) 2.99 (10.59)

Deduction u/s. 10AA

(9.35)

Disallowance u/s. 40A(3) - - - - - - - Dividend income - - - - - Total - (9.35) 0.10 (2.11) (14.11) 2.99 (10.59)Timing Difference Loss / (Profit) on sale of fixed asset

(0.01) - - - - - -

Disallowance u/s. 40a(ia) - - - - - - -

147

Depreciation 0.01 0.01 - 0.01 0.01 - - Preliminary expenses 0.02 0.17 - - - - - Disallowance u/s. 43B - Bonus payables - - - - - 0.06 (0.03)Disallowance u/s. 43B - Profession Tax - Disallowance u/s. 40A(7) - Provision for gratuity 0.01 0.15 0.01 (0.01) - 0.03 0.03 Total Timing Difference (C) 0.03 0.33 0.01 - 0.01 0.09 - Total Adjustments (D) = (B+C) 0 .03

(9.02) 0.11 (2.11)

(14.10) 3.08 (10.59)

Tax Expenses / (savings) thereon (E )=(D)*Tax rate 0 .01

(2.79) 0.03 (0.65)

(4.36) 0.95 (3.56)

Tax payable as per normal provisions (other than 115JB )of the Act (F) 2.22

(0.01) - (0.01) - - -

MAT tax rate (G) 20.96 11.22% 11.22% - - - - Tax under MAT (H) 2.50 - - - - - - Tax payable for the year maximum of (F) or (H) 2.5 - - - - - - Interest under section 234B & 234C (As per income tax return) - - - - - - -Total Tax payable 2.5 - - - - - -

148

ANNEXURE

STATEMENT OF DIVIDEND PAID/ PAYABLE (` In Crores)

Particulars As at 30-Sep-11

As at 31-Mar-11

AS at 09/Aug/2010

As at 31-Mar-10

As at 31-Mar-09

As at 31-Mar-08

As at 31-Mar-07

Dividend proposed/paid Nil Nil Nil Nil Nil Nil Nil

149

FINANCIAL INFORMATION OF OUR GROUP COMPANIES A. Listed companies

1. Minal Industries Limited (MIL) B. Unlisted Companies

1. Affinity Investment Private Limited (AIPL) 2. ClicksMetro Online Private Limited (CMOPL) 3. C Mahendra Jewels Private Limited(CMJPL) 4. Minal Exim Private Limited (MEPL) 5. Minal Infracons Private Limited (MIPL) 6. Minal Infrastructure And Property Private Limited(MIPPL) 7. Minal life Style Private Limited(MLSPL)

C. Partnership Firm

1. RSBL 2. Minal Plastic Products (MPP) 3. Minal Electrical & Engineering (MEE) 4. JBP Enterprise

As per schedule Vlll (IX)(C) (2) of SEBI (ICDR) Regulation, 2009 we have given financial information for total five largest companies listed and unlisted based on turnover. LISTED COMPANIES

1. Minal Industries Limited Date of Incorporation January 11,1988 CIN L32201MH1988PLC216905 PAN AABCM3102D Type of Business Dealer in Engineering Tools and to deal in

bullion, gold, platinium, silver, and metals of every discription and object.

History of the Company Minal Industries Limited was originally incorporated with the Name Minal Electro Tools Private Limited on January 11, 1988 with registrar of the company Dadra & Nagar Haveli Gujarat. Pursuant to name change from Minal Electro Tools Private Limited to Minal Electro Tools Limited the fresh incorporation certificate received by company on September 30th, 1993. Fresh certificate of incorporation received consequent upon name change from Minal Electro Tools Limited to Minal Engineering Limited dated October 29th, 1993. Fresh certificate of incorporation consequent of name change from Minal Engineering Limited to Minal industries limited received dated March 23, 2010. The register office of the company at 603, a - Wing, Minal Complex Opp. Saki Vihar Road, Andheri (East) Mumbai Maharashtra SHAREHOLDING PATTERN OF THE COMPANY as on December 31, 2011.

150

Catg. code

Category of shareholder

Number of shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

SharesPledged or otherwise encumbered

As a percentage of (A+B)

As a percenta

ge of (A+B+C)

Numberof

shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII)

(IX)=(VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group

(1) Indian (a) Individuals/ Hindu

Undivided Family 4 36518205 36518205 50.79% 50.79% Nil Nil Sub-Total (A) 4 36518205 36518205 50.79% 50.79% Nil Nil

Total Shareholding of Promoter and Promoter Group (A)

4 36518205 36518205 50.79% 50.79% Nil Nil (B) Public shareholding Non-institutions

(a) Bodies Corporate 112 21836504 3019834 30.37% 30.37% (b) Individuals -

i. Individual shareholders holding nominal share capital up to ` 1 lakh. 1749 5696836 5404756 7.92% 7.92% ii. Individual shareholders holding nominal share capital in excess of ` 1 lakh. 40 6948260 5856260 9.66% 9.66%

(c) Any Other (specify) (a) N.R.I. (Repat &

Non-Repat.) 49 165728 165728 0.23% 0.23% (b) Foriegn Corporate

Bodies (c) Trust 1 3330 3330 (d) Hindu Undivided

Family 80 731787 731787 1.02% 1.02% (f) Employee (h) Clearing Members

Total Public Shareholding (B) 2031 35382445 15181695 49.21% 49.21%

TOTAL (A)+(B) 2035 71900650 51699900 100.00% 100.00% (C) Shares held by

Custodians and against which Depository Receipts have been issued

(1) Promoter and Promoter

151

Details of Listing of Minal Industries Limited: Year of Initial Listing 1994 Name of the Stock Exchanges Where Currently Listed

Mumbai, Ahmedabad and Vadodara Stock exchange

Details of Public/Right issues in the preceding three years

Nil

Date of Allotment Nil Date of Listing Nil Listing Code 522235 The Stock Market Date of Minal Industries Limited: Month High Low No of shares Total turnover

( ` in Lacs) September 2011 7.32 5.87 207221 13.59October 2011 6.38 4.95 154182 8.61November 2011 5.74 2.92 92567 3.57December 2011 5.61 3.45 193051 8.89January 2012 6.93 5.10 147667 8.98February 2012 5.47 4.27 72337 3.47(Source: www.bseindia.com) Other details :

� The face value of shares has been sub divided from ` 10 to ` 2 w.e.f. 03-06.2011 The Board of Directors of the company comprises of Sr. No Name Designation 1. Shrikant Jesingbhai Parikh Director 2. Amul Kumar Jethabhai Patel Director 3. Arpita Shrikant Parikh Director 4. Jeshinglal Badrmal Parikh Director 5. Vikram Jeshinglal Parikh Director Brief Consolidated Audited Financial of last three year (` In Crores) Particular 31/03/2009 31/03/2010 31/03/2011 Equity Share Capital 7.13 7.13 14.38Reserves 4.17 10.20 54.89Sales 0.95 67.20 488.94Profit after Tax 1.96 6.78 32.45EPS ( in `) 3.07 6.38 26.34Net Asset Value ( in `) 17.72 16.32 56.23 The Company is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.

Group (2) Public GRAND TOTAL

(A)+(B)+(C) 2035 71900650 51699900 100.00% 100.00%

152

There are no defaults in meeting any statutory/ bank/ institutional dues and no proceedings have been initiated for economic offences against the Company �

A. Unlisted Group Companies

1. C Mahendra Jewels Private Limited

Date of Incorporation January 01, 1992 CIN U15200MH1992 PAN AAACC1477C Type of Business To deal in Gems and Jewelries

History of the Company C Mahendra Diamond Jewelllery Private Limited was incorporated on January 02, 1992 with registrar of the company Mumbai, Maharashtra. The register office of the company at G-40, Prime Mall, Ground Floor, IRLA Vile Parle West Mumbai Maharashtra 400056 India Pursuant to name change from C Mahendra Diamond Jewelllery Private Limited to C Mahendra Jewels Private Limited the fresh incorporation certificate received by company on January 20th, 1994. Shareholding Pattern of Promoter Company as on September 30, 2011 Sr. No Name of the Shareholders No. of Shares Mahendra Chandulal Shah 5,25,000

. Champak Kirtilal Shah 5,25,000

. Jesingbhai Badramal Parikh 9,75,000

. Nirvani Trust 9,75,000 Total 30,00,000 Composition of Directors of the Company Sr. No Name Designation 1. Shrikant Jesingbhai Parikh Director 2. Arpita Shrikant Parikh Director 3. Jesingbhai Badamal Parikh Director 4 Sameer Pravin Shah Director 5. Mahendra Chandulal Shah Director 6. Pravin kiritlal Mehta Director 7. Champak kiritlal Mehta Director Brief Audited Financial of last three year

(` in crores) Particular 31/03/2009 31/03/2010 31/03/2011 Equity Share Capital 1.50 3.00 3.00Reserves 24.11 22.78 22.53Sales and Other Income

0.05 1.07 0.01

Profit after Tax 0.03 (1.34) (0.25)EPS ( in `.) 0.17 (8.26) (0.83)Net Asset Value ( in `.) 170.76 85.93 85.09 The Company is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. There are no defaults in meeting any statutory/ bank/ institutional dues and no proceedings have been initiated for economic offences against the Company ���

153

c. Partnership firm

1. RSBL Jewels Date of commencement June 27,2010 Type of Business Trading and manufacturing of plain and diamond

studded jewelries. Principal Place of the Business 4A, Trishila Premises, 122, Sheikh Menon Street,

Zaveri Bazar,Mumbai-400002 History of the Firm RSBL Jewels became part of the group pursuant to a partnership deed dated June 27,2010 between Mr.Mehul Dineshkumar Kothari and Minal Industries Limited. Profit and Loss Sharing Ratio Sr. No Partner Ratio 1. Mehul Dineshkumar Kothari 1%2. Minal industries Ltd 99% Total 100% Brief Financial of last three year

(` In crores) Particular 31/03/2011Partners Capital 12.48Sales 117.86Profit after Tax 7.34

2. Minal Plastic Product Date of commencement September 27,1984 Type of Business Manufacturer of Machinery part Principal Place of the Business 214/A paradise Complex Sayaji Gunj, Vadodara History of the Company:- Minal Plastic Products was formed pursuant to a partnership deed dated September 27, 1984 between Mr Shrikant Jeshingbhai Parikh, Mr. Vikram Jeshingbhai Parikh, nayan Jesingbhai Parikh and Putliben Badarmal Parikh. Profit and Loss Sharing Ratio Sr. No Partner Ratio 1. Shrikant Jeshinglal Parikh 65%2. Vikram Jeshinglal Parikh 15%3. Jeshinglal Badarmal Parikh 20% Total 100% Brief Financial of last three year (` in crores) Particular 31/03/2009 31/03/2010 31/03/2011 Partners Capital 0.002 0.001 0.09Sales 0.01 0.01 0.03Profit after Tax (0.01) (0.001) 0.00

154

3. Minal Electrical and Engineering

Date of commencement November 16 ,1982 Type of Business Deal in Textile Machinery Principal Place of the Business 21 Dhanushya Society , Sama Road Baroda History of the Firm Minal Electrical and Engineering was formed pursuant to a partnership deed dated November 16,1982 between Nayanbhai J.Parikh, Anilaben S Parikh, Manju V, Parikh Badarmal Ratanlal Parikh (H.U.F.) and savitaben J.Parikh. Profit and Loss Sharing Ratio Sr. No Partner Ratio 1. Anilaben S Parikh 51% 2. Vikram j Parikh 49% Total 100% Brief Financial of last three year

(` in crores) Particular 31/03/2009 31/03/2010 31/03/2011Partners Capital 0.013 (0.08) (0.14)Sales 0.39 0.31 0.29Profit after Tax 0.0007 0.0014 0 DETAILS ABOUT COMPANIES/ FIRMS FROM WHICH PROMOTERS HAVE DISASSOCIATED DURING THE LAST THREE YEARS Our Promoter Mr. Shrikant Parikh and Jesingbhai Parikh has not been disassociated from any company during the last 3 years: Common Pursuits There are no common pursuits in the business of the Company and other Companies promoted by the Promoters other than as described in the Draft Red Herring Prospectus. Sales or Purchases between Companies in the Group There have been no sales or purchases between companies in the Group exceeding in value in the aggregate 10% of the total sales or purchases of the Company, except those transactions mentioned under Related Party Transactions, “Annexure Xl” beginning on page 141 under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus. Business Interests amongst our Company and Group Companies /Associate Companies Except as mentioned under Related Party Transactions, “AnnexureXl” beginning on page 141 under Chapter titled “Auditors’ Report and Financial Information of our Company” there is no business interest amongst Group Companies. Changes in Accounting Policies in the last three years Except as mentioned under the paragraph Changes in Significant Accounting Policies, “Annexure IV” beginning on page 133 under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus, there have been no changes in the accounting policies in the last three years.

155

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our standalone financial condition and results of operations together with our financial statements and the reports thereon and annexures thereto, which have been restated in accordance with paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 and with the SEBI (ICDR) Regulations, 2009, and which are all included in this Draft Red Herring Prospectus. The financial statements are prepared in conformity with Indian GAAP and the Companies Act. Our financial year ends on March 31st of each year, so all references to a particular year are to the twelve month ended March 31st of that year. In this section, unless the context otherwise requires and except for discussion of operations, a reference to "our Company" "we", "us" and "our" refers to C. Mahendra InfoJewels Ltd. and its Group. Business Overview For detail information of our business overview, please refer to chapter titled “Business Overview” on page 87 of this Draft Red Herring Prospectus. Result of operations The following table sets forth select financial data from our restated profit and loss accounts for the period ended March 31, 2011, 2010 and 2009, the components of which are also expressed as a percentage of total income for such periods. Our restated profit and loss account provided under the head “Financial Information” gives details about our sources of revenue for the company.�

(` in Crores)�Particulars 30/09/2011 31/03/2011 31/03/2010 31/03/09

Income ` Income ` ` `

Income from operations 70.78Income from operations 160.83 25.27 41.43

% of Total Income 90.06 Increase/Decrease(%) 536.45 -39.00 16.09Other Income 7.82 Other Income 1.41 0.05 14.24% of Total Income 9.94 Increase/Decrease(%) 2539.03 -99.62 384226.21Total Income 78.59 Total Income 162.24 25.32 55.67 Increase/Decrease(%) 540.68 -54.51 55.97Expenditure Expenditure Operating Cost 64.27 Operating Cost 146.48 22.09 37.65% of Total Income 81.78 Increase/Decrease(%) 563.06 -41.33 16.41Staff Cost 1.24 Staff Cost 2.86 1.53 1.51% of Total Income 1.58 Increase/Decrease(%) 87.29 0.77 -47.24Admin.Selling & Distr. Exp.& Misc. 0.11

Admin.Selling & Distr. Exp.& Misc. 0.36 0.01 0.17

% of Total Income 0.15 Increase/Decrease(%) 3050.56 -93.29 -55.80PBIDT 12.94 PBIDT 10.60 3.79 16.34

% of Total Income 16.47% of profit to total Income 6.53 14.96 29.34

Increase/Decrease(%) 179.67 -76.81 21814.19Depreciation 0.30 Depreciation 0.59 0.68 0.78% of Total Income 0.38 Increase/Decrease(%) -13.14 -12.79 -13.56PBIT 12.64 PBIT 10.00 3.11 15.55

156

% of Total Income 16.08 Increase/Decrease(%) 221.97 -80.02 -1974.74Intrest & financial Charges 0.57

Intrest & financial Charges 1.00 1.01 1.45

% of Total Income 0.72 Increase/Decrease(%) -0.71 -30.75 -36.33Profit After Intrest& before Tax 12.07

Profit After Intrest& before Tax 9.01 2.10 14.10

% of Total Income 15.36 Increase/Decrease(%) 328.50 -85.10 -553.38Tax Effect 2.50 Tax Effect 0.07 0.01 0.00% of Total Income 3.18 Increase/Decrease(%) PAT 9.57 PAT 8.92 2.09 14.10 Increase/Decrease(%) 326.05 -85.14 -553.30% of Net Profit to Total Income 12.18

% of Net Profit to Total Income 5.50 8.27 25.33

FINANCIAL INFORMATION FOR THE PERIOD ENDED ON 30TH SEPTEMBER, 2011

Revenue from Operation

The turnover the company is ` 70.78 crores which is 90.06 % of total income during the said period

Expenditure

Operating Cost

Operating cost of the company is ` 64.27 crores which is 81.78 % of total income during the said period.

Staff cost

Staff cost is ` 1.24 crores which is 1.58 % of the total income during the said period.

Administrative and Selling & Distribution Expenses

Administrative and selling & distribution Expenses is ` 0.11 crores which is 0.15 % of the total Income during the said period.

Profit before Interest, Depreciation and Tax (PBDIT)

PBDIT is ` 12.94 crores which is 16.47% of total income during the said period.

Depreciation

Depreciation is ` 0.30 crores for the said period which is 0.38% of the total Income.

Interest

Interest is ` 0.57 crores for the said period which is 0.72% of the total income.

Profit After Tax

Profit After Tax is ` 9.57 crores for the said period which is 12.18 % of the total income.

157

COMPARISON OF FINANCIAL YEAR 2011 WITH FINANCIAL YEAR 2010

Revenue from Operation

The turnover of the company increased to ` 160.83 crores for the FY 2011 as compared to ` 25.27 crores during the FY 2010 showing an increase of 536.45 %, which was primarily due to starting trading activity from SEZ , Surat and exporting diamond in Dubai and increase in turnover of Diamond Studded Jewellery in the FY 2011 compared to Turnover in FY 2011.

Expenditure

Operating Cost

Operating cost increased to ` 146.48 crores for the financial year 2011 as compared to ` 22.09 crores for the FY 2010 showing an increase of 563.06%. on account of inclusion of purchase of material for trading activity of diamond.

Staff cost

Staff cost increased to Rs. 2.86 crores for the FY 2011 from Rs. 1.53 crores for the year ended March 31, 2010 showing increase of 87.29 % on account of increase of employees on contact basis in the FY 2011 average 229 employees compared to average 98 employees in the FY 2010.

Administrative and Selling & Distribution Expenses

Administrative and selling & distribution Expenses have been increased to ` 0.36 crores for the FY 2011 from ` 0.01 crores for the FY 2010 showing an increase of 3050.56%. It was due to writing off preliminary and preoperative expenses of Rs.0.21 crores in the FY 2011 and increase in cost of Export freight, clearing and forwarding expenses in FY 2011 on account of growth of business.

Profit Before Interest, Depreciation and Tax (PBDIT)

PBDIT increased to ` 10.60 crores during the FY 2011 from ` 3.79 crores for the FY 2010 showing an increase of 179.67% mainly on account of profit from trading activity of diamond which company has started in the FY 2011. The profit for the FY 2011 is 6.53 % as against 14.96 % for the FY 2010 of the total income from operation.

Depreciation

Depreciation has been decreased to ` 0.59 crores for the FY 2011 from ` 0.68 crores for the FY 2010 showing a decrease of 13.14 % .

Interest and Financial Charges

Interest and Financial Charges decreased to ` 1.00 crores for the FY 2011 from ` 1.01 crores for FY 2010 showing a decrease of 0.71 %. The Decrease is minor and due to less utilization of limit during the FY2011 compared to FY2010.

Profit after Tax

Profit after Tax was ` 8.92 crores during the FY 2011 compared to ` 2.09 during the FY 2010 showing increase of 326.05 % on account of profit from Trading activity and Foreign exchange gain of

158

`1.41 crores in the FY 2011compare to Loss on account of foreign exchange fluctuation of `7.90 crores in the FY 2010.

COMPARISON OF FINANCIAL YEAR 2010 WITH FINANCIAL YEAR 2009

Revenue from Operation

The turnover of the company decreased to `. 25.27 crores during the FY 2010 as compared to `. 41.43 crores during the FY 2009 showing a fall of 39%, which was primarily due to reduction of diamond trading activity in the FY 2010 compared to FY2009.

Expenditure

Operating Cost

Operating cost decreased to `. 22.09 crores for the FY 2010 from `.37.65 crores for the FY 2009 showing decrease of 41.33 % on account of reduction of business.

Staff cost

Staff cost decreased to ` 1.53 crores for the FY 2010 from `.1.51 crores for FY 2009 showing decrease of 0.77 %.

Administrative and Selling & Distribution Expenses

Administrative and Other Expenses have been decreased to `. 0.01 crores for the FY 2010 from `. 0.17 crores for the FY 2009 showing an decrease of 93.29 % due to discontinue of export insurance in the FY2010 and reduction in cost of Export freight, clearing and forwarding expenses in FY 2010 on account of reduction of business.

Profit before Interest, Depreciation and Tax (PBDIT)

PBDIT decreased to `. 3.79 crores during the FY 2010 from `. 16.34 crores for the FY 2009 showing decrease of 76.81 % mainly on account of decrease in turnover and loss of `.7.90 crores due to foreign exchange fluctuation.

Depreciation

Depreciation has been decreased to `. 0.68 crores for the FY 2010 from `. 0.78 crores for the FY 2009 showing an decrease of 12.79 % .

Interest and Financial Charges

Interest and Financial Charges decreased to `. 1.01 crores for the FY 2010 from `. 1.45 crores for FY 2009 showing decrease of 30.75%.on account of reduction of secured loans from ` 14.73 crores to ` 11.33 crores.

Profit after Tax

Profit after Tax was decreased to `.2.09 crores during the FY 2010 from `. 14.10 crores in the FY 2009 showing an decrease of 85.14 % on account of decrease in turnover and loss of `.7.90 crores due to foreign exchange fluctuation as against the Foreign exchange gain in FY 2009 amounting to Rs 14.10 crores.

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Related Party Transactions

For further information please refer “Annexure Xl” beginning on page 141 under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Prospectus.

Financial Market Risks

We are exposed to financial market risks from changes in borrowing costs, interest rates and inflation.

Interest Rate Risk

Any change in the interest rate on Credit Facilities, will have negative impact on the company’s performance.

Exchange Rate Risk

The Company will be subject to exchange risk for its import or export transactions.

Effect of Inflation

Inflation if any on higher side may effect on demand of the product.

Factors that may affect the results of the operations:

1. Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

There have been no unusual or infrequent events or transactions that have taken place.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

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

Apart from the risks as disclosed under Section “Risk Factors” beginning on page 14 in the Draft Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. 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.

Our Company’s future costs and revenues will be determined by demand/supply situation, government policies.

5. 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.

Increases in revenues are by and large linked to increases in volume of business.

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

For details on the total turnover of the industry please refer to Chapter “Industry Overview” beginning on page 74 of the Draft Prospectus.

7. Status of any publicly announced new products or business segment.

Our Company has not announced any new product and segment, other than through the Draft Prospectus.

8. The extent to which business is seasonal.

Our Company’s business is not seasonal in nature. However the demand for our products increased during October to February on account of New year and valentine day celebration in USA.

9. Any significant dependence on a single or few suppliers or customers.

The total turnover of the company is in The USA and among few customers only, The majority turnover of the company is from not more than five customers and any loss or significant decrease in the volume of business from our major customer for any reason would have an adverse effect on our business, financial condition and results of operations. Moreover, if This customer was to experience liquidity problems or insolvency, we would face credit risk with respect to account receivables from such customer. In addition, our customer may in the future develop and tie up with other manufacturer for marketing the product such event or any delay or default in payment by our customer for product sold may adversely affect our business, financial condition and results of operations. Further, the income from this customer may vary from year to year, making it hard to forecast future business needs, particularly since we are not the exclusive product supplier to our customer.

As far as raw material is concerned Our Company is purchasing gold from MMTC and Nationalised bank. The other rwa material is either purchased from local market and from importing the same. The suppliers are many and the company is not depending upon few suppliers. The financial crisis, non availability of raw material, production disruption , any labour problem in our group concern would have an adverse effect on our business, financial condition and results of operations.

10. Competitive conditions.

Competitive conditions are as described under the Chapters “Industry Overview” and “Business Overview” beginning on pages 74 and 87, respectively of the Draft Prospectus.

�

�

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Financial Indebtedness Our Company is availing following Working Capital facilities from the following bank, details of which are as under:- Type of Loan

Sanction Amount (` in crores)

Purpose Amount O/s as on 28.02.2012 (` in crores)

Interest Rate

Security (Combined Security)

Period

Bank of India (1) Export Packing Credit ( Sub Limit Gold Loan 3.32 crores) ( ETR 180 days)

5.30 Working Capital Purpose

4.06 10.25% 4. Hypothecation of Stock and Receivables.

5. Equitable mortgage of factory premises at Plot No 16(P),17,28 & 29(P), seepz.

6. Hypothecation of Plant

and Machinery, furniture & fixtures, office Equipments etc. (security to be shared on pari passu basis with consortium bank Union Bank of India

One year subject to renewal

(2) FBP/FBD/FBN/PSFC ODFO BC/DA (180days) ( sub Limit Bills on Associates 2.65 crores)

5.30 Working Capital Purpose

One year subject to renewal

Maximum 6.84 Limit of 1 and 2 Union Bank of India (1) FDBP/FUDBP/FBP/AFDBC (Export Bills of 180daysDA) ( sub Limit Direct Bills 4.13 Packing Credit 2.55 Gold Loan 1.15)

5.16 Working Capital Purpose

2.36 10.25% 6. Hypothecation of Stock of Raw Material s, Work in progress, Finished goods constituting Gold, Platinum, Diamonds, Silver, Gemstones, and Jewellery of These Items and Export Receivables

7. Equitable mortgage of factory premises at Plot No 16(P),17,28 & 29(P), seepz

8. Hypothecation of Plant and Machinery, furniture & fixtures, office Equipments etc. (security to be

One year subject to renewal

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shared on pari passu basis with consortium bank

9. Personal Guarantee of Shrikant Parikh, Jesingbhai Parikh and Arpita Shrikant Parikh

10. Corporate guarantee of Minal Industries Limited and C. Mahendra Jewels Private Limited

Additional Terms and Conditions

12. Stamped undertaking to be furnished by the company for not withdrawing unsecured loan of ` 23.85 crores till Deb/Equity improves.

13. Reconstituted Company to execute security documents and create securities property within 2 months failing which penal interest to be charged @ 1% p.a.

14. The Company / firm to execute necessary security documents / renewal documents for sanctioned / enhanced limit(s) duly supported by Board resolution and create and register stipulated charges with the authorities specified for the purpose within stipulated time limit before release of sanctioned / enhanced limits.

15. Guarantor (s) All fund based and non fund based facilities to be guaranteed by i) Shri Shrikant J Parikh (joint & Several), ii) C Mahendra Jewels Pvt. Ltd. and iii) Minal Industries Ltd. The Company Shall not pay any guarantee commission to the guarantors.

16. Packing Credit will be allowed only against/ L.C.s opened by acceptable banks and confirmed export orders from approved parties and will be extended for periods not beyond the last shipment date. Company / Firm to submit details of orders received on monthly for EPC disbursement.

17. Bank will obtain status report on drawees before purchase/discount of the bills and such reports will be updated annually; availability of a satisfactory status report shall be a pre-requisite for such purchase / discount of bills.

18. The Company/firm to submit copy of statutory permission/clearances like ‘NOC’ from Pollution control Board and ensure for timely renewal of same from time to time.

19. Pre shipment and post shipment limits to be secured by ECIB-WT-PC & ECIB-WT-PS Schemes of ECGC, with the option to the Bank for obtaining comprehensive ECGC coverage depending upon the risk prevailing in the country where export is being made. Premium payable to ECGC by the Bank in respect of ECIB-WT-PC policy is to be borne by firm/Company.

20. Any default in complying with terms of sanction within the stipulated time will attract penal interest of 1% p.a. from the date of expiry of such time.

21. The Company’s/firm’s entire banking business (including merchant banking Dividend and interest payments) should be routed through us/members of the consortium proportionate to the sharing of the working capital facilities.

22. Restrictive Covenants. * effect any adverse changes in company’s/firm’s capital structure.

* formulate any scheme of amalgamation or merger or reconstruction. * implement any scheme of expansion or diversification or capital expenditure except

normal replacements indicated in fund flow statement submitted to and approved by the Bank

* enter into any borrowing or non-borrowing arrangements either secured or unsecured with any other bank, financial institution, company, firm or otherwise or accept deposits in excess of the limits laid down by Reserve Bank of India.

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* invest by way of share capital in or lent or advance funds to or place deposits with any other company/firm concern (including group companies / associates)/persons. Normal trade credit or security deposit in the normal course of business or advance to employees can, however be extended.

* undertake guarantee obligations on behalf of any other company / firm /person. * declare dividend for any year except out of profits relating to that year after meeting all

the financial commitments to the bank and making all due and necessary provisions. * make any drastic change(s) in its management set-up. * approach capital market for mobilizing additional resources either in the form of Debts or

equity. * sell or dispose off or create security or encumbrances on the assets charged to the bank

in favour of any other bank, financial institution, company, firm, individual. * re-pay monies brought in by the promoters, partners, directors, share holders, their

relatives and friends in the business of the company/firm by way of deposits/loans/share application money etc.

.��

� �

164

SECTION VII - LEGAL AND OTHER REGULATORY INFORMATION

OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES

Except as described below, there are no outstanding litigation, suits, criminal or civil prosecutions, statutory or legal proceedings including those for economic offences, tax liabilities, show cause notices or legal notices pending against our Company, Directors and Promoter Group Companies and there are no defaults including non payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in creation of full security as per the 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) other than unclaimed liabilities of our Company, and / or Promoter Group Companies except as stated below, and no disciplinary action has been taken by SEBI or any stock exchange against our Company, its Directors and / or the Promoter Group Companies. Unless stated to the contrary, the information provided below is as on the date of the Draft Red Herring Prospectus.

Neither our Company, the Promoter Group Companies and / or the Directors are associated or were associated in the past, with Companies which have been declared as willful defaulters by the RBI or any other Governmental authority and, except as disclosed in this section in relation to litigation, there are no violations of securities laws committed by them in the past or pending against them.

This chapter has been divided into following parts

1. Contingent Liability 2. Outstanding Litigations involving our Company 3. Outstanding Litigations involving our Promoters/Directors 4. Outstanding Litigations involving our Group Companies 5. Amounts owed to small scale undertakings 6. Material Developments

1. Contingent liabilities not provided for as on September 30, 2011. The contingent liabilities not provided for and outstanding guarantees as on June 30, 2010 (as disclosed in our Company’s restated consolidated financial statements) are as set out below:

(` in crores) Particulars As at September

30, 2011 Bond cum Undertaking given by the Company to the President of India towards manufactue of goods for Exports in Special Economic Zone 147.74

TOTAL 147.74 2. Outstanding Litigations involving our Company A. Outstanding Litigations against our Company Notice for proceeding U/s 138 read with Section 141 of The Negotiable Instrument Act

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notices have been issued on 15th July, 2011 by Mr. Mahendra C. shah and Mr. Champak K.Mehta (erstwhile partners of Partnership Firm of C. Mahendra Infojewels) for dishonored of Cheques amounting to ` 23,35,75,000

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issued to Mahendra C. Shah and Amounting to ` 23,35,50,000 to Champak K.Mehta respectively for proceedings, civil and criminal, including the proceedings u/s 138 read with section 141 of The Negotiable Instrument Act in the competent court. After the notices the company had replied to both the partners and at present the company is not aware of any further course of action taken by the erstwhile partners after issue of notices.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by C. Mahendra International Limited, a retiring partner for payment of `. 5, 10, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (Now known as C. Mahendra Infojewels Limited)

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Champak Kirtilal Mehta, a retiring partner for payment of `. 6,24,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Mahendra C.Shah, a retiring partner for payment of ` 6,42,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (Now known as C. Mahendra Infojewels Limited)

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Kanubhai C Shah, a retiring partner for payment of `. 90, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

166

Notice for recovery of cheques issued by C. Mahendra Infojewels. (Now known as C. Mahendra Infojewels Limited)

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Paras C. Mehta, a retiring partner for payment of `. 40, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (Now known as C. Mahendra Infojewels Limited)

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Prakash K.Mehta, a retiring partner for payment of `. 1, 05, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Pravin C Shah, a retiring partner for payment of ` 96, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Pravin K.Mehta, a retiring partner for payment of ` 92, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company, by Samir P. Shah, a retiring partner for payment of ` 78,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal

167

proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the company had replied for the said notice and at present the company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Sandeep M.Shah, a retiring partner for payment of ` 80, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to the Company by Suresh K.Mehta, a retiring partner for payment of ` 79, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice the Company had replied for the said notice and at present the Company is not aware of any further course of action taken by the erstwhile partner after issue of notice.

INCOME TAX

2007-08

The assessment order has been passed under section 143(3) of the Income Tax Act, 1961 assessing gross total income of ` 4, 11,250 and issued demand notice of `. 1, 70,542 under section 156 of The Income Tax 1961 on 7th October,2010 for Asst year 2007-08. The demand is not yet paid by the company.

B. Outstanding Litigations by our Company

NIL

3. Outstanding Litigation involving our Promoters

A. Outstanding Litigations against our Promoters/Directors

(i) Minal Industries Limited

Notice for proceeding U/s 138 read with Section 141 of The Negotiable Instrument Act

The Partnership firm C. Mahendra Infojewels ( now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notices have been issued on 15th July,2011 by Mr. Mahendra C. shah and Mr. Champak K.Mehta (erstwhile partners of Partnership Firm of C. Mahendra Infojewels) for dishonored of Cheques amounting to ` 23,35,75,000 issued to Mahendra C. Shah and Amounting to ` 23,35,50,000 to Champak K.Mehta respectively for proceedings, civil and criminal, including the proceedings u/s 138 read with section 141 of The Negotiable

168

Instrument Act in the competent court. After the notices the company had replied to both the partners and at present the company is not aware of any further course of action taken by the erstwhile partners after issue of notices.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by C. Mahendra International Limited, a retiring partner for payment of ` 5, 10, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Champak Kirtilal Mehta, a retiring partner for payment of ` 6,24,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Mahendra C.Shah, a retiring partner for payment of ` 6,42,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Kanubhai C Shah, a retiring partner for payment of ` 90, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

169

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Paras C. Mehta, a retiring partner for payment of `. 40, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Prakash K.Mehta, a retiring partner for payment of ` 1, 05, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Pravin C Shah, a retiring partner for payment of ` 96, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Pravin K.Mehta, a retiring partner for payment of ` 92, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Samir P. Shah, a retiring partner for payment of ` 78,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the

170

company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Sandeep M.Shah, a retiring partner for payment of ` 80, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (Now known as C. Mahendra Infojewels Limited)

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Suresh K.Mehta, a retiring partner for payment of ` 79, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Minal Industries Limited had replied for the said notice and at present Minal Industries Limited is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Income Tax

Asst Year 2009-10

Intimation under Section 143(1) Of the Income Tax Act

Intimation under Section 143(1) of The Income Tax Act, 1961 was issued for Asst Year 2009-10 on 11th February, 2011 demanding tax of ` 24, 55,140 and Fringe Benefit Tax of ` 3,400 by the Income Tax department. The assessee has filed an application under section 154 of the Income Tax Act for rectification of mistake of including share in profit from partnership firm for calculation of Tax liability under section 115JB though the same is exempted under section 10 of the Income Tax Act. The rectification application is pending. The fringe benefit tax of ` 3400 is not paid by the company.

(ii) Shrikant Parikh

( As Director Of C. Mahendra Infojewels Limited and Director of Minal Industries Limited)

Notice for proceeding U/s 138 read with Section 141 of The Negotiable Instrument Act

The Partnership firm C. Mahendra Infojewels ( now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notices have been issued on 15th July,2011 by Mr. Mahendra C. shah and Mr. Champak K.Mehta (erstwhile partners of Partnership Firm of C. Mahendra Infojewels) for dishonored of Cheques amounting to ` 23,35,75,000 issued to Mahendra C. Shah and Amounting to ` 23,35,50,000 to Champak K.Mehta respectively for proceedings, civil and criminal, including the proceedings u/s 138 read with section 141 of The Negotiable Instrument Act in the competent court. After the notices the company had replied to both the partners and

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at present the company is not aware of any further course of action taken by the erstwhile partners after issue of notices.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by C. Mahendra International Limited, a retiring partner for payment of ` 5,10,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Champak Kirtilal Mehta , a retiring partner for payment of ` 6,24,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Mahendra C.Shah , a retiring partner for payment of ` 6,42,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Kanubhai C Shah, a retiring partner for payment of ` . 90,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in

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the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Paras C. Mehta, a retiring partner for payment of ` 40,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Prakash K.Mehta, a retiring partner for payment of ` 1,05,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Pravin C Shah, a retiring partner for payment of ` 96,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Pravin K.Mehta, a retiring partner for payment of ` 92,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice

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has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Samir P. Shah, a retiring partner for payment of ` 78,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Sandeep M.Shah, a retiring partner for payment of ` 80,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Shrikant Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Suresh K.Mehta, a retiring partner for payment of ` 79,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice shrikant Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Income Tax

Asst year 2009-10

An assessment order was passed on 30th December, 2011 making addition of ` 40,00,000 as unexplained cash credit for the Ast year 2009-10. The Jt. Commissioner of Income Tax has issued tax demand of ` 20.06 lacs along with Interest under section 234 of the Income Tax Act . The assessing

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officer has issued notice under Section 274 r.ws 271(1) (c) for filing inaccurate particulars of income. An appeal has been filed on 20th January,2012 with CIT (Appeals) against the Asst order.

Asst Year 2007-08

The income tax department had issued demand notice under section 143(1) of the Income Tax Act, 1961 for Asst year 2007-08 demanding the payment of ` 24,46,000. Further an application was made under section 154 of the Income Tax Act for rectification of mistake of not giving credit of TDS already paid by the assessee. The application is pending.

iii) Jesingbhai Parikh

( As Director Of C. Mahendra Infojewels Limited and Director of Minal Industries Limited)

Notice for proceeding U/s 138 read with Section 141 of The Negotiable Instrument Act

The Partnership firm C. Mahendra Infojewels ( now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notices have been issued on 15th July,2011 by Mr. Mahendra C. shah and Mr. Champak K.Mehta (erstwhile partners of Partnership Firm of C. Mahendra Infojewels) for dishonored of Cheques amounting to ` 23,35,75,000 issued to Mahendra C. Shah and Amounting to ` 23,35,50,000 to Champak K.Mehta respectively for proceedings, civil and criminal, including the proceedings u/s 138 read with section 141 of The Negotiable Instrument Act in the competent court. After the notices the company had replied to both the partners and at present the company is not aware of any further course of action taken by the erstwhile partners after issue of notices.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by C. Mahendra International Limited, a retiring partner for payment of ` 5,10,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Champak Kirtilal Mehta , a retiring partner for payment of ` 6,24,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

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Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Mahendra C.Shah, a retiring partner for payment of ` 6,42,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Kanubhai C Shah, a retiring partner for payment of ` 90,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Paras C. Mehta, a retiring partner for payment of ` 40,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Prakash K.Mehta, a retiring partner for payment of ` 1,05,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

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Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Pravin C Shah, a retiring partner for payment of ` 96,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Pravin K.Mehta, a retiring partner for payment of ` 92,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Samir P. Shah, a retiring partner for payment of ` 78,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Sandeep M.Shah, a retiring partner for payment of ` 80,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

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Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued to Jesingbhai Parikh being former partner of C. Mahendra Infojewels, Director of C, Mahendra Infojewels Limited and Director of Minal Industries Limited , by Suresh K.Mehta, a retiring partner for payment of ` 79,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. After the notice Jesingbhai Parikh had replied for the said notice and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

(iv) Amul Patel

Notice for proceeding U/s 138 read with Section 141 of The Negotiable Instrument Act

The Partnership firm C. Mahendra Infojewels ( now known as C. Mahendra Infojewels Limited ) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notices have been issued on 15th July,2011 by Mr. Mahendra C. shah and Mr. Champak K.Mehta (erstwhile partners of Partnership Firm of C. Mahendra Infojewels) for dishonored of Cheques amounting to ` 23,35,75,000 issued to Mahendra C. Shah and Amounting to ` 23,35,50,000 to Champak K.Mehta respectively for proceedings, civil and criminal, including the proceedings u/s 138 read with section 141 of The Negotiable Instrument Act in the competent court. After the notices the company had replied to both the partners and at present the company is not aware of any further course of action taken by the erstwhile partners after issue of notices.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by C. Mahendra International Limited, a retiring partner for payment of ` 5, 10, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Champak Kirtilal Mehta, a retiring partner for payment of ` 6,24,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

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Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Mahendra C.Shah, a retiring partner for payment of ` 6,42,00,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Kanubhai C Shah, a retiring partner for payment of ` 90, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Paras C. Mehta, a retiring partner for payment of ` 40, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Prakash K.Mehta, a retiring partner for payment of ` 1, 05, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Pravin C Shah, a retiring partner for payment of ` 96, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the

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company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Pravin K.Mehta, a retiring partner for payment of ` 92, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Samir P. Shah, a retiring partner for payment of ` 78,00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Sandeep M.Shah, a retiring partner for payment of ` 80, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

Notice for recovery of cheques issued by C. Mahendra Infojewels. (now known as C. Mahendra Infojewels Limited )

The Partnership firm C. Mahendra Infojewels (now known as C. Mahendra Infojewels Limited) has issued cheques to retiring partners against the outstanding capital at the time of retirement. Notice has been issued by Suresh K.Mehta, a retiring partner for payment of ` 79, 00,000 along with interest @ 12% per annum from 01.07.2010 till payment. The notice has been issued for legal proceedings against the company and partners of C. Mahendra Infojewels in the competent court of law at Mumbai. The reply for the said notice was given and at present he is not aware of any further course of action taken by the erstwhile partner after issue of notice.

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B. Outstanding Litigations by our Promoters/Directors

(i) Shrikant Parikh

(1)���Shrikant Parikh had filed the complaint under section 420 of IPC, 1860 against the Directors of Royal Palms India Pvt. Ltd.( accused) and alleged that the accused have committed cheating under section 420 of IPC in respect of the plot No. 15,16 and 17 at Village Marol Maroshi,Tal. Andheri, Mumbai which have been taken on lease for collecting higher NA taxes than the actual , plot is not NA land as per the revenue records and for not compliance of the terms and conditions of lease deed. An order has been passed by the Metropolitan Magistrate for issue of proceedings under Section 420 of Indian Penal Code. The accused aggrieved by the order have filed the criminal revision petition challenging the legality, validity and propriety of the order passed by the Metropolitan Magistrate in the Sessions court in Mumbai. The criminal revision application is pending.

(2) Shrikant Parikh had filed the complaint against Mr Amir Nensy and others( accused) for giving threat etc in the matter of leasehold land owned by him at Village Marol Maroshi,Tal. Andheri, Mumbai and sought direction from the court registering FIR against the accused. The 26th Metropolitan Magistrate converted the application into private complaint and issued the summons against the accused. The FIR was registered in Aarey Police Station and the same is now being case pending before 26th Magistrate court for against the crime such as threat given by the accused.

(3) Shrikant Parikh had filed the FIR in Aaarey Police Station against Mr Amir Nensy and others( accused) for taking back forcefully the possession of the plot No 15,16 and 17 at Village Marol Maroshi,Tal. Andheri, Mumbai which he had taken on lease, destructing the compound wall and other construction and threatening to kill him. The inspecting officer did not find any evidence for the crimes and the case had been filed in the court of Metropolitan Magistrate for discharge of the case.

(4) Shrikant Parikh along with various companies in which he is director had purchased the plot no 13,15,16,17,22 and 59 on leasehold basis on land bearing survey 169 at Aarey Colony ,Marol Maroshi Village, Goregaon-E , Mumbai . The lessor though the land being agricultural collecting higher NA taxes than the actual had filed the Appeal before the court of Dy. Commissioner, Konkan Division for revocation of NA orders issued for the purpose of development on the plot and land bearing survey No 169 at Aarey Colony, Marol Maroshi Village, Goregaon-E , Mumbai belong to Royal Palms India Private Limited on account of non fulfillment of various conditions of NA orders issued y the prescribed Authority. However the court of Dy. Commissioner, Konkan Division has passed the order on 30.12.2011 for no further issue of NA order on the said land. Shrikant Parikh aggrieved by the order passed by the court of Dy. Commissioner , Konkan Division has filed the appeal before Revenue Minister, Government of Maharashtra for revocation of NA orders issued for the purpose of development on the plot and land bearing survey No 169 at Aarey Colony ,Marol Maroshi Village, Goregaon-E , Mumbai belong to Royal Palms India Private Limited .

(5)Shrikant Parikh had filed suit against the Royal Palms India Pvt. Ltd in the court of small cause at Mumbai for declaring Shrikant Parikh as tenant for Plot no 15,16 and 17 at Village Marol Maroshi,Tal. Andheri, Mumbai and injunction order from Dispossessing and/ or disturbing the possession of Shrikant Parikh in the said plot.�

�

�

�

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4.Outstanding Litigations involving our Group Companies

A. Outstanding Litigations against our Group Companies

i. Affinity Investment Private Limited (AIPL)

NIL

ii. C Mahendra Jewels Private Limited(CMJPL)

Assessment year 2000-2001

An income tax appeal dated April 19, 2007, bearing lodging no. 792/07 has been preferred before the High Court of Bombay by the Commissioner of Income Tax-5 against CMJPL in respect of the assessment year 2000-01 from an order passed by the ITAT, Mumbai, inter-alia on the following grounds:

(a) The ITAT, Mumbai ought not to have allowed the appeal and should have upheld the CIT order dated March 2, 2004.

(b) The ITAT, Mumbai while allowing the appeal erred in holding that every loss of revenue as a consequence of the Assessing Officer‘s order cannot be treated as prejudicial to the interest of the revenue.

(c) The ITAT, Mumbai should have treated the interest of ` 1,641,583 as Income from Other Sources and tax CMJPL accordingly as the same is not eligible for exemption under section 10(A) of the Act;

(d) The ITAT, Mumbai out to have followed the ratio set out in a Supreme Court order.

(e) The ITAT, Mumbai ought to have appreciated that the non taxing of the interest income of ` 1,641,583 as income from other sources and allowing the same as deduction under section 10(A) of the Act resulted in under assessment and therefore erroneous and prejudicial and was rightly set aside;

(f) The order of the ITAT, Mumbai is otherwise bad in law and not maintainable in the facts and circumstances of the case and contrary to the provisions of the Act.

The total amount involved in the aforesaid income tax appeal is valued at ` 1,029,347 and is now pending for admission before the High Court of judicature at Bombay

iii. Minal Infracons Private Limited (MIPL)

(1) Royal Palms (India) Private limited has filed Civil suit on 18th October,2008 for taking back the possession of plot No 59 at Village Marol Maroshi,Tal. Andheri, Mumbai which was leased to MIPL In the court of small causes at Bandra ,Mumbai due to breach of various terms and conditions of lease deed .The case is pending for hearing.

(2) Royal Palms (India) Private limited has filed suit against MIPL in the Bombay City Civil Court at Dindoshi, Malad for restraining and temporary injunction from digging, excavating or in any manner whatsoever from carrying out any construction work in the leasehold property at Plot No 59 at Village Marol Maroshi,Tal. Andheri, Mumbai which was leased to MIPL. The case is pending in the court.

182

iv. Minal Infrastructure And Property Private Limited (MIPPL)]

NIL

v. Minal life Style Private Limited

NIL

vi. Click Metro Online Private Limited

NIL

vii. Minal Exim Private Limited

NIl

viii. Minal plastic products

NIL

ix. Minal Electrical and Engineering

NIL

x. J B P Enterprise

NIL

xi. Rsbl Jewels

NIL

B. Outstanding Litigations by our Group Companies

i. Affinity Investment Private Limited(AIPL)

1. AIPL had filed the complaint under section 420 of IPC, 1860 against the Directors of Royal Palms India Pvt. Ltd.( accused) and alleged that the accused have committed cheating under section 420 of IPC in respect of the plot No. 22 at Village Marol Maroshi,Tal. Andheri, Mumbai which has been taken on lease for collecting higher NA taxes than the actual plot is not NA land as per the revenue records and for not compliance of the terms and conditions of lease deed. An order has been passed by the Metropolitan Magistrate for issue of proceedings under Section 420 of Indian Penal Code. The accuse aggrieved by the order have filed the criminal revision petition challenging the legality, validity and propriety of the order passed by the Metropolitan Magistrate in the Sessions court in Mumbai. The criminal revision application is pending.

2. AIPL had filed suit against the Royal Palms India Pvt. Ltd in the court of small cause at Mumbai for declaring AIPL as tenant for Plot no 22 at Village Marol Maroshi, Tal. Andheri, Mumbai and injunction order from Dispossessing and/ or disturbing the possession ofAIPL in the said plot.

ii. Minal Infracons Private Limited(MIPL)

1. MIPL had filed the complaint under section 420 of IPC, 1860 against the Directors of Royal Palms India Pvt. Ltd.( accused) and alleged that the accused have committed cheating under section 420 of IPC in respect of the plot No. 59 at Village Marol Maroshi,Tal. Andheri, Mumbai

183

which had been taken on lease for collecting higher NA taxes than the actual, plot is not NA land as per the revenue records and for not compliance of the terms and conditions of lease deed. An order has been passed by the Metropolitan Magistrate for issue of proceedings under Section 420 of Indian Penal Code. The accuse aggrieved by the order have filed the criminal revision petition challenging the legality, validity and propriety of the order passed by the Metropolitan Magistrate in the Sessions court in Mumbai. The criminal revision application is pending.

2. MIPL had filed suit against the Royal Palms India Pvt. Ltd in the court of small cause at Mumbai for declaring MIPL as tenant for Plot no 59 at Village Marol Maroshi, Tal. Andheri, Mumbai and injunction order from Dispossessing and/ or disturbing the possession of MIPL in the said plot.��

iii. Minal Infrastructure And Property Private Limited (MIPPL)

1. MIPPL had filed the complaint under section 420 of IPC, 1860 against the Directors of Royal Palms India Pvt. Ltd.( accused) and alleged that the accused have committed cheating under section 420 of IPC in respect of the plot No. 13 at Village Marol Maroshi,Tal. Andheri, Mumbai which had been taken on lease for collecting higher NA taxes than the actual, plot is not NA land as per the revenue records and for not compliance of the terms and conditions of lease deed. An order has been passed by the Metropolitan Magistrate for issue of proceedings under Section 420 of Indian Penal Code. The accuse aggrieved by the order have filed the criminal revision petition challenging the legality, validity and propriety of the order passed by the Metropolitan Magistrate in the Sessions court in Mumbai. The criminal revision application is pending.

2. MIPPL had filed suit against the Royal Palms India Pvt. Ltd in the court of small cause at Mumbai for declaring MIPPL as tenant for Plot no 13 at Village Marol Maroshi, Tal. Andheri, Mumbai and injunction order from Dispossessing and/ or disturbing the possession of MIPPL in the said plot.

IV. Click Metro Online Private Limited

NIL

V. C Mahendra Jewels Private Limited

NIL

VI. Minal Exim Private Limited

NIL

VII. Minal life Style Private Limited

NIL

VIII. Minal Plastic Products

NIL

IX. Minal Electrical and Engineering

NIL

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X. J B P Enterprise

NIL

XI. RSBL Jewels

NIL

5. Outstanding dues to small scale undertaking(s) or any other creditors

There are no outstanding dues to small scale undertaking(s) or any other creditors by our Company, for more than 30 days.

6. Material Developments since the Last Balance Sheet Date

Except as disclosed in the chapter titled “Management’s Discussion and Analysis of Financial Condition” beginning on page 155 in the opinion of our Company’s Board, there have not arisen, since the date of the last financial statements disclosed in the Draft Red Herring Prospectus, any circumstances that materially or adversely affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay material liabilities within the next 12 months.

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GOVERNMENT AND OTHER STATUTORY DISCLOSURES

The Company has received the necessary consents, licenses, permissions and approvals from the Government and various governmental agencies required for its present business and except as mentioned below, no further approvals are required for carrying on the Company’s present as well as proposed business activities of the company except as mentioned below. It must, however, be distinctly understood that in granting the below mentioned approvals, the Central and State Government, and other authorities do not take any responsibility for the financial soundness of the Company or for the correctness of any of the statements or any commitments made or opinions expressed. In view of the approvals listed below, the Company can undertake this Issue and its current business activities and no further major approvals from any governmental or regulatory authority or any other entity are required to undertake the Issue or continue its business activities. Certain approvals have elapsed in their normal course and the Company has either made an application to the appropriate authorities for renewal of such licenses and/or approvals or is in the process of making such applications. The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our company to undertake its existing activities. APPROVALS FOR THE ISSUE The following approvals have been obtained or will be obtained in connection with the Issue: The Board of Directors has, pursuant to resolution passed at its meeting held on January 19th, 2012, authorized the Issue and related matters subject to the approval by the shareholders of our Company under section 81(1A) of the Companies Act, and such other authorities as may be necessary. The shareholders of our Company have authorised this Fresh Issue by their extra-ordinary resolution passed pursuant to Section 81(1A) of the Companies Act, at its EGM held on February 14th 2012 and authorized the Board to take decisions in relation to this Issue. Our Company has obtained in-principal listing approvals dated [�] from BSE and [�] from NSE INCORPORATION DETAILS C Mahendra Infojewels Ltd was incorporated under Part IX of the Companies Act, 1956 (No.1 of 1956) by Registrar of Companies, Gujarat on 10.08.2010. The Corporate Identification Number issued is U36912GJ2010PLC061930. APPROVALS FOR THE BUSINESS We require various approvals to carry on our business in India. We have received the following approvals In relation to our business. Existing Unit I - 1. Certificate of Incorporation issued to our Company, bearing the name - C. Mahendra InfoJewels

Limited, dated August 10th, 2010 bearing CIN: U36912GJ2010PLC061930, issued by the Registrar of Companies, Gujarat.

2. Our Company’s PAN (Permanent Account Number) is AACFC0011B.

3. License from Municpal Corporation of Greater Mumbai having license no 761090828 with a validity period from 01.10.20011 to 30.09.2012.

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4. VAT Registration (TIN) no. 27520791570V with effect from dated Septmeber 15th, 2010 issued by Sales Tax Department, Maharashtra under the Maharashtra Value Added Tax Act, 2002.

5. Central Sales Tax Registration (CST-TIN) no. 27520791570C dated Septmeber 15th, 2010 issued by

Central Sales Tax Department, Maharashtra under the Central Sales Tax Act, 1956.

6. Registration of Tax deduction account No. MUMC17805E (TAN) dated September 24th, 2010 issued by Income Tax Department for office situated at Plot No. 16 (P) 17, 28- 29(P), MIDC, SEEPZ Andheri (E), Mumbai – 400096 and valid upto cancellation.

7. Approval from Government of India, for the continuation of SEZ project by the Office of the

Development Commissioner, SEEPZ Special Economic Zone, Ministry of Commerce & Industry for establishment of manufacturing unit at Part of Plot No 16(p), 17, 28 & 29(p) for manufacturing of Gold & Silver Studded Jewellery vide letter no. SEEPZ/NUS/APL/GJ/245/99/4042 dated 16.04.2010 for a period of five years of i.e 2010-11 to 2014-15, w.e.f 1.4.2010.

8. Letter of Intimation to the Development Commissioner, SEEPZ, SEZ Andheri East, Mumbai – 400096

for commencing Commercial Production / implementation of the project from 11.10.2010.

9. Factory License No. 092692 dated 4.05.2011 issued to our company by The Industrial Health & Safety Department, Maharashtra. The said license is valid upto 31/12/2012.

10. Approval from Government of India, of SEZ project by the Office of the Development Commissioner,

SEEPZ Special Economic Zone, Ministry of Commerce & Industry for establishment of manufacturing unit (Unit-II) at Part of Plot No 16(p), 17, 28 & 29(p) for manufacturing of Gold & Silver Studded Jewellery vide letter no. SEEPZ SEZ/IA-I/APL/GJ-08/09-10/7512 dated 20.07.2009 for a period of five years.

11. Establishment Code No. 35-102-56 under the Employees State Insurance Corporation Act, 1948,

issued by the Regional Director, Maharashtra, ESIC, made to be effective from 05.05.2000 by the letter, bearing number B/COV./RM-354(35-102-56).

12. Certificate of Registration No. MH/PF/APP/44556/ENF-VI/06G/470 dated 18.7.2000 issued to our company by Office of the Regional Provident Fund Commissioner, Regional Provident Fund Commissioner, Regional Office, Maharashtra and Goa and the same is valid upto cancellation.

13. Certificate of Importer-Exporter Code No. 2799000274, allotted to our Company by Government of

India, Office of the Development Commissioner, SEEPZ Special Economic Zone, Ministry of Commerce & Industry, Mumbai on March 23rd, 2000 and is valid till cancellation. This Certificate has been issued vide letter bearing SEEPZ-SEZ/NUS/APL/GJ/245/99/10318 on 23rd September, 2010.

LICENSE AND APPROVALS APPLIED FOR BUT YET TO BE RENEWED/RECEIVED

Application for Consent / Authorisation to Maharashtra Pollution Control Board under section 25 and 26 of the Water (Prevention & Control of Pollution) Act, 1974, under section 21 of the Air (Prevention & Control of Pollution) Act, 1981, and Authorization/Renewal of Authorization under Rule 5 of the Hazardous Wastes (Management & Handling) Rules 1989. The same is pending for approval. SURAT SEZ

Approval from Government of India, Office of the Development Commissioner, Surat Special Economic Zone, Ministry of Commerce & Industry for establishment of new unit at Unit No 427, on Plot No 250, Surat Special Economic Zone, Sachin, Surat vide letter no SSEZ/II/23/2010-11/800 dated 30.08.2010. The said approval is valid for a period of five years. License required for Objects of the Issue:

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Proposed Unit

- Application made to the Development Commissioner, SEEPZ, SEZ, Andheri East Mumbai for

Setting Up Precious Metal Refinery at Plot No. 16 (P)- 17 – 28 & 29 (P) SEEPZ, SEZ (MIDC), Andheri East Mumbai - 400096

- Our Company is yet to apply for Consent / Authorisation to Maharashtra Pollution Control Board under section 25 and 26 of the Water (Prevention & Control of Pollution) Act, 1974, under section 21 of the Air (Prevention & Control of Pollution) Act, 1981, and Authorization/Renewal of Authorization under Rule 5 of the Hazardous Wastes (Management & Handling) Rules 1989.

As on date Other than those mentioned above, further no licenses required, which our Company is to apply for, in order to run business.

188

OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The fresh issue of 1,30,00,000 equity shares in terms of this Draft Red Prospectus has been authorised by a resolution of our Board dated 19th January, 2012 and by a special resolution passed pursuant to Section 81(1A) of the Companies Act, 1956 at the EGM by the shareholders of our Company held on 14th February 2012. Prohibition by SEBI and RBI Our Company, our Directors, our Promoters, the group companies, companies promoted by or Promoters and companies or entities with which our Company’s Directors are associated as directors / Promoters / partners have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. The listing of any securities of our Company has never been refused at anytime by any of the Stock Exchanges in India. Our Company, our Promoters, their relatives, group companies and associate companies has, not been detained as willful defaulters by RBI/government authorities and there are no violations of securities laws committed by them in the past or pending against them. Eligibility for the Issue The Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI ICDR Regulations as explained under, with the eligibility criteria calculated in accordance with Restated Financial Statements:

� The Company has net tangible assets of at least ` 3 Crores in each of the preceding 3 full years (of 12 months each), of which not more than 50% is held in monetary assets;

� The Company has a track record of distributable profits in terms of section 205 of the Companies Act, 1956, for at least (3) out of immediately preceding five (5) years;

� The Company has a net worth of at least ` 1 Crores in each of the preceding three (3) full years (of 12 months each);

� The aggregate of the proposed issue and all previous issues made in the same financial year in terms of size does not exceed five (5) times its pre-issue net worth as per the last available audited accounts.

The pre-issue net worth, distributable profits and net tangible assets in terms of section 205 of the Companies Act, of the Company for the last 5 completed years are as under:

(` In Crores) For the Financial year Ending

September 30th 2011

March 31st 2011

March 31st 2010

March 31st 2009

March 31st 2008

March 31st 2007

Net Tangible Assets 43.61 34.04 25.00 64.52 19.55 76.73Monetary Assets 0.41 0.47 0.39 0.21 0.06 0.43% of Monetary Assets to Net Tangible Assets

0.94 1.38 1.56 0.33 0.31 0.56

Distributable Profits 9.59 9.04 (0.13) 2.08 14.11 (3.11)Net worth 43.61 34.04 25.00 64.52 19.55 76.73

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The proposed issue size would not exceed five times the pre-issue Tangible net worth as on March31, 2011 which is ` 34.04 Cores. Based on the above data we hereby certified that the Company is fulfilling the criteria of eligibility norms for Public Issue by unlisted company as specified in the regulation 26(1) of SEBI (ICDR) Regulations, 2009 and amendments thereof. Monetary Assets represents Cash and Bank Balance. Net tangible assets shall mean the sum of all net assets of the company, excluding intangible assets, as defined in Accounting Standard 26 (AS 26) issued by the Institute of Chartered Accountants of India. Further, in accordance with Regulation 26 (4) of the SEBI ICDR Regulations, we undertake that the number of allottees, i.e., persons receiving allotment in the Issue shall be at least 1,000; otherwise, the entire application money will be refunded forthwith. In case of delay, if any, in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. DISCLAIMER CLAUSE AS REQUIRED, A COPY OF THIS PROSPECTUS HAS BEEN SUBMITTED TO SEBI. “IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS PROSPECTUS TO SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS OFFER DOCUMENT. THE BOOK RUNNING LEAD MANAGER, CORPORATE STRATEGIC ALLIANZ LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT) REGULARIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, CORPORATE STRATEGIC ALLIANZ LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED 19th MARCH, 2012 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS: WE THE UNDER NOTED LEAD MERCHANT BANKER TO THE ABOVE MENTIONED FORTHCOMING ISSUE STATE AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE HERETO IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS/DRAFT PROSPECTUS/LETTER OF OFFER PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:

190

a. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

b. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

c. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID;

4. WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. –NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF THE PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOATRD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS 2009, WHICH RELATES TO SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATIONS 32 AND CLAUSE (c) AND

(d) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATION 2009 SHALL BE COMPIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT ALL PROMOTER’S CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT THE AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. - NOT APPLICABLE

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS

ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN

191

THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION 3 OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE RED HERRING PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT TO BE ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY WILL CONTAIN THIS CONDITION. – NOTED FOR COMPLIANCE

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS, THAT THE INVESTOR SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE – NOT APPLICABLE AS THE ISSUE SIZE IS MORE THAN ` 10 CRORES, HENCE UNDER SECTION 68B OF THE COMPANIES ACT, 1956, THE EQUITY SHARES ARE TO BE ISSUED IN DEMAT ONLY. - NOT APPLICABLE

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT

RED HERRING PROSPECTUS:

a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND b. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN

EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE ,ETC.

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 RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.”

WE UNDERTAKE TO DISCLOSE THE TRACK RECORD OF THE PERFORMANCE OF EACH PUBLIC ISSUE MANAGED BY CORPORATE STRATEGIC ALLIANZ LIMITED FOR A PERIOD OF THREE FINANCIAL YEARS FROM THE DATE OF LISTING ON ITS WEBSITE WWW.CSAPL.COM; AS PER FORMAT SPECIFIED BY THE BOARD THROUGH CIRCULAR REFERENCE CIR/MIRSD/1/2012 DATED JANUARY 10, 2012

192

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER SECTION 63 AND 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 BRLM, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS. ALL LEGAL REQUIREMENTS PERTAINING TO THE ISSUE WILL BE COMPLIED WITH AT THE TIME OF FILING OF THE RED HERRING PROSPECTUS WITH THE REGISTRAR OF COMPANIES, GUJARAT IN TERMS OF 60B OF THE COMPANIES ACT. ALL LEGAL REQUIREMENTS PERTAINING TO THE ISSUE WILL BE COMPLIED WITH AT THE TIME OF REGISTRATION OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES, GUJARAT IN TERMS OF SECTION 56, SECTION 60 AND SECTION 60B OF THE COMPANIES ACT. Disclaimer from the Issuer and the Book Running Lead Manager Investors may note that C. Mahendra InfoJewels Limited and Corporate Strategic Allianz Limited accept no responsibility for statements made otherwise than in the Prospectus or in the advertisement or any other material issued by or at the instance of the Issuer and that any one, placing reliance on any other source of information would be doing so at his own risk. All information will be made available by the Book Running Lead Manager, Underwriters, Syndicate members and our Company to the public and investors at large and no selective or additional information would be available for any section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc. We shall not be liable to the Bidders for any failure in uploading the Bids due to faults in any software/hardware system or otherwise. The BRLM accepts no responsibility; save to the limited extent as provided in the Memorandum of Understanding entered into between the BRLM and our Company and the Underwriting Agreement to be entered into between the Underwriters and our Company. Caution Neither our Company nor the Book Running Lead Manager or any other member of the Syndicate is liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. The BRLM and its associates and affiliates may engage in transactions with, and perform services for, our Company and Promoter Group Entities, affiliates or associates of our Company in the ordinary course of business and have engaged, and may in future engage, in the provision of financial services for which they have received, and may in future receive, compensation. Price Information and the track record of the past Issues handled by the Book Running Lead Manager For details regarding the price information and the track record of the past Issues handaled by the Book Running Lead Manager to the Issue as specified in Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer to ‘Annexure A’ to the Draft Red Herring Prospectus and the website of the Book Running Lead Manager at www.csapl.com

FORMAT FOR DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY CORPORATE STRATEGIC ALLIANZ LIMITED

TABLE 1

193

Sr

Issue Name

Issue Size Rs. (Cr.)

Issue Price (Rs.)

Listing Date

Opening Price on Listing Date

Closing Price on Listing Date

% Change in Price on listing date (Closing vs. Issue Price)

Benchmark Index on Listing Date (Closing) (BSE)

Closing Price as on 10th Calendar Day from Listing Day

Benchmark Index as on 10th Calendar Day from Listing Day (Closing)

Closing Price as on 20th Calendar Day from Listing Day

Benchmark Index as on 20th Calendar Day from Listing Day (Closing)

Closing Price as on 30th Calendar Day from Listing Day

Benchmark Index as on 30th Calendar Day from Listing Day (Closing)

1 Indo Thai Securities Ltd.

29.6

74 Nov 02, 2011

75 23 (68.91)

17464.85

16.95 17192.82

12.15 16065.42

11.37 16846.83

2 Rushil Decor Ltd.

40.635

72 July 07, 2011

81.25

119.65

66.25 19078.3

136.5 18561.92

130.65

18432.25

107.65

17305.87

3 Timbor Home Ltd.

23.247

63 June 22, 2011

72 91.2 44.76 17550.63

61.70 18762.80

42.90 18411.62

42.05 18722.3

TABLE 2: SUMMARY STATEMENT OF DISCLOSURE

Financial�Year�

Total No. of IPOs

Total Funds Raised Rs. (Cr.)

Nos. of IPO trading at discount on listing date

Nos. of IPO trading at premium on listing date

Nos. of IPO trading at discount as on 30th calendar day from listing date

Nos. of IPO trading at premium as on 30th calendar day from listing date

Over 50%

Between 25-50%

Less than 25%

Over 50%

Between 25-50%

Less than 25%

Over 50%

Between 25-50%

Less than 25%

Over 50%

Between 25-50%

Less than 25%

2010-2011

3 93.482

1 NIL� NIL 1 1 NIL 1 1 NIL� NIL 1 NIL

2009-2010

NIL� NIL� NIL� NIL� NIL NIL NIL NIL NIL NIL NIL� NIL� NIL NIL

2008-2009

NIL� NIL� NIL� NIL� NIL NIL NIL NIL NIL NIL NIL� NIL� NIL NIL

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Note: a) In case the 10th, 20th and 30th calendar day from the date of listing fall on a holiday, the closing share price of the immediately preceding day has been taken into consideration. b) BSE Sensex has been considered as Benchmark Index. Disclaimer in respect of Jurisdiction This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are authorized under their constitution to hold and invest in shares) and to NRIs, FIIs and Foreign Venture Capital Funds Registered with SEBI. The Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession the Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that the Draft Red Herring Prospectus was submitted to SEBI for its observations and SEBI has given its observation. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the Draft Red Herring Prospectus shall under any circumstances create any implication that there has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. Disclaimer Clause of the Bombay Stock Exchange Limited Bombay Stock Exchange Limited (“the Exchange”) has vide its letter dated ____, given permission to this Company to use the Exchange's name in this offer document as one of the Stock Exchanges on which this Company’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

ii. warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or

iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company;

and it should not for any reason be deemed or construed to mean that this offer document has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Disclaimer Clause of National Stock Exchange of India Limited As required, a copy of this offer document has been submitted to the National Stock Exchange of India Limited (hereinafter referred to as NSE). NSE has given vide its letter dated 04th July, 2011 permission to the Issuer to use the Exchange’s name in this offer document as one of the Stock Exchanges on which

195

this Issuer’s securities are proposed to be listed. The NSE has scrutinized the Draft offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that this Issuer's securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Filing A copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, Plot No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. A copy of the Red Herring Prospectus along with the documents required to be filed under section 60B of the Companies Act would be delivered for registration to the Registrar of Companies, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad- 380 013. The final Prospectus would be filed with the SEBI and ROC at the respective aforesaid addresses upon closure of the issue and on finalization of the issue price. Listing Applications have been made to the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited for permission to deal in and for an official quotation of our Equity Shares. Our existing Equity Shares are not listed on any Stock Exchanges in India. BSE shall be the Designated Stock Exchange with which the basis of allotment will be finalized for the QIB, Non Institutional and Retail portion. If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock Exchanges, we shall forthwith repay, without interest, all moneys received from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within eight days after we become liable to repay it, i.e., from the date of refusal or within 70 days from the date of Bid/ Issue Closing Date, whichever is earlier, then we and all our directors jointly and severally shall, on and from expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. We shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at BSE and NSE are taken within seven working days of finalization of Basis of Allotment for the Issue. Consents Necessary Consents for the issue have been obtained from the following: 1. Directors of our Company 2. Bankers to our Company 3. Auditors to our Company 4. Book Running Lead Managers to the Issue 5. Legal Advisor to the Issue 6. Registrar to the Issue 7. IPO Grading Agency

196

8. Company Secretary cum Compliance Officer 9. Syndicate Member(s) 10. Underwriter(s) 11. Escrow Collection Banker(s) to the Issue The said consents would be filed along with a copy of the Red Herring Prospectus with the Registrar of Companies, Gujarat, as required under Sections 60 and 60B of the Companies Act, 1956 and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus, for registration with the Registrar of Companies, Gujarat. Expert Opinion Except for the report of Credit Analysis & Research Ltd. in respect of the IPO grading of this Issue and Audit report and tax Benefit certificate by the Statutory Auditors, S. Ramanand Aiyar & Co., we have not obtained any other expert opinions. Public Issue Expenses The total expenses of the Issue are approximately ` ___Crores. The expenses of this Issue include Lead Manager Fees, Registrar Fees, Legal Advisors Fees, Auditors Fees, Underwriting Fees, Printing and Stationery Fees, Advertising Fees, IPO Grading Fees and Listing Fess. All expenses with respect to the Issue would be paid by our Company. The estimated Issue expenses are as follows:

(` In Crores) Activity % of the Issue Expenses % of Total Issue Size

Fees Payable to Lead Manager [�] [�]Fees Payable to Registrar [�] [�]Fees Payable to Legal Advisor [�] [�]IPO Grading Fees [�] [�]Advertising and Marketing Expenses [�] [�]Printing and Stationery & Distribution [�] [�]Brokerage [�] [�]Others [�] [�]

TOTAL [�] [�] Previous Public or Rights Issues in the last 5 years Our Company has not made any public or rights issue of Equity Shares/Debentures in the last 5 years. Previous Issue of Shares otherwise than for Cash Our Company has not issued any Equity Shares for consideration other than cash except as mentioned in the Chapter titled “Capital Structure” beginning on page 43 of the Draft Red Herring Prospectus. Commission or Brokerage on Previous Issues Since this is the initial public offering of the Equity Shares, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring for, or agreeing to procure subscription for any of the Equity Shares of our Company since its inception. Details of capital issue made during last three years in regard to the issuer company and other listed companies under the same management within the meaning of section 370(1)(B) of the Companies Act, 1956. There have been no capital issues during last 3 years by us. There are no other listed companies under the same management within the meaning of Sec 370(1)(B) of the Act at present or during the last three years.

197

Promise vis-à-vis Performance – Last 3 issues Our Company has not made any Public Issue in the past. Listed ventures of Promoters There are no listed ventures of our Promoters. Promise vis-à-vis Performance – Last One Issue of Group Companies There are no listed ventures of our Promoters. Outstanding debentures or bonds and redeemable preference shares and other instruments issued and outstanding as on the date of the Draft Red herring Prospectus and terms of Issue There are no outstanding debentures or bonds or redeemable preference shares and other instruments outstanding as on the date of filing of the Prospectus. Stock Market Data This being an initial public offering of our Company, the Equity Shares of our Company are not listed on any stock exchange. Mechanism for redressal of Investors’ grievance Our Company has constituted a Shareholders Grievance Committee to look into the redressal of shareholder/ investor complaints such as Issue of duplicate/split/consolidated share certificates, allotment and listing of shares and review of cases for refusal of transfer/transmission of shares and debentures, complaints for non receipt of dividends etc. For further details on this committee, please refer paragraph titled “Shareholders/Investors Grievance Committee” beginning on page 111 under the Chapter titled “Our Management” beginning on page 103 of the Prospectus. To expedite the process of share transfer, our Company has appointed Sharepro Services (India) Private Limited as the Registrar and Share Transfer Agents of our Company. All grievances relating to the ASBA process may be addressed to the Registrar with a copy to the relevant SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB where the ASBA Form was submitted by the ASBA Bidders. Disposal of Investors’ Grievances and Redressal Mechanism We have appointed Sharepro Services (India) Private Limited as the Registrar to the Issue, to handle the investor grievances in co-ordination with our Compliance officer. All grievances relating to the present issue may be addressed to the Registrar with a copy to the Compliance officer, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and bank and Branch. We will monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily. A fortnightly status report of the complaints received and redressed by the Registrar to the Issue would be forwarded to us. We would also coordinate with the Registrar to the Issue in attending to the investors’ grievances.

198

We assure that any complaints received, shall be disposed off as per the following schedule: Sr. No Nature of Compliant Time Taken 1. Non – receipt of the refund Within 7 days of receipt, subject to production of

satisfactory evidence. 2. Change of Address Within 7 days of receipt of information 3. Any other complaint in relation to

Public Issue Within 7 days of receipt of compliant with all relevant details

We have appointed Mr. Akash Parikh as the Compliance Officer who would directly liaise with SEBI with respect to implementation/compliance of various laws, rules, regulations and other directives issued by SEBI and matters related to investor complaints. The investors may contact the compliance officer in case of any pre issue/post issue related problems at the following address: Mr. Akash Parikh Plot No 16(p)-17, 28 &29(p) Seepz(MIDC), Andheri (East) Mumbai - 400 096. Maharashtra, India Tel No.: +91 22 40707070 Fax No. : +91 22 28292258 Website : www@cminfojewels.com Email ID : ipo@cminfojewels.com

Our Company has not received any investor complaints during the three years preceding the filing of the Draft Red Herring Prospectus with SEBI. Further, no investor complaints are pending as on the date of filing the Prospectus with SEBI. Change in Auditors There has been No Change in the Auditors. Capitalization of Reserves or Profits during last five years Except as stated in the Chapter titled “Capital Structure” beginning on page 42 of the Draft Red Herring Prospectus, our Company has not capitalised its reserves or profits at any time since inception. Revaluation of Assets during the last five years There has not been any revaluation of Assets during the last five years. � �

199

SECTION VIII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, SEBI (ICDR) Regulations, 2009, our Memorandum and Articles of Association, the terms of the Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, Bid cum Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, ROC and/or other authorities, as in force on the date of the Issue and to the extent applicable. Authority for the Issue The Issue has been authorised by a resolution of the Board, adopted pursuant to Section 81(1A) of the Companies Act, 1956, dated, January 19, 2012 and approved by the shareholders at the Annual General Meeting of the shareholders of our Company held on 14th February, 2012. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Companies Act, our Memorandum and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares including in respect of the rights to receive dividend. The allottees will be entitled to dividend, voting rights or any other corporate benefits, if any, declared by us after the date of Allotment. For further details, please refer to Chapter titled “Main Provisions of Articles of Association” on page 247 of the Draft Red Herring Prospectus. Mode of Payment of Dividend We shall pay dividend to our Shareholders as per the provisions of the Companies Act and our Articles of Association. The declaration and payment of dividends will be recommended by our Board of Directors and our shareholders, in their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial condition. We shall pay dividends in cash. Face Value and Issue Price per Share The Equity Shares having a face value of ` 10 each are being offered in terms of the Draft Red Herring Prospectus at a price of ` [•] per Equity Share. The issue price will be determined by our Company in consultation with the BRLM on the basis of assessment of market demand for the Equity Shares offered by way of book building. At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable laws. The Issue Price is [•] times the face value of the Equity Shares. Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the following rights:

� Right to receive dividend, if declared; � Right to attend general meetings and exercise voting rights, unless prohibited by law; � Right to vote on a poll either in person or by proxy; � Right to receive offer for rights shares and be allotted bonus shares, if announced; � Right to receive surplus on liquidation;

200

� Right of free transferability; and � Such other rights, as may be available to a shareholder of a listed Public Limited Company under

the Companies Act, the terms of the listing agreements with the Stock Exchange(s) and the Memorandum and Articles of Association our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, please refer to Chapter titled “Main Provisions of Articles of Association” on page 247 of the Draft Red Herring Prospectus.

Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per the existing SEBI (ICDR) Regulations, 2009, the trading in the Equity Shares shall only be in dematerialised form for all investors. Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allocation and Allotment through this Issue will be done only in electronic form in multiples of one Equity Shares to the successful Bidders subject to a minimum Allotment of [�] Equity Shares. For details of Allocation and Allotment, please refer to the paragraph titled “Basis of Allotment” beginning on page 235 under Chapter titled “Issue Procedure” beginning on page 25 of the Draft Red Herring Prospectus. Nomination Facility to Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares transmitted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or to the registrar and transfer agents of our Company. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: a) to register himself or herself as the holder of the Equity Shares; or b) to make such transfer of the Equity Shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to make a separate nomination with our Company. Nominations registered with respective depository participant of the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective depository participant.

201

Bid/Issue Program The period of operation of subscription list of public issue: Bid/ Issue Opens on [�] Bid/ Issue Closes on [�] Minimum Subscription If our Company does not receive 90% of the Issue through the Red Herring Prospectus on the date of closure of the Issue, or if the subscription level falls below ninety per cent after the closure of Issue on account of cheques having being returned unpaid or withdrawal of applications, the Issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after the Issuer becomes liable to pay the amount, the Issuer shall pay interest as per section 73 of the Companies Act, 1956. Further, in accordance with Clause 26(4) of the SEBI (ICDR) Regulations, the Company shall ensure that the number of prospective allottees to whom the Equity Shares will be allotted will be not less than 1,000. Arrangements for Disposal of Odd Lots Since, our Equity Shares will be traded in dematerialized form only; the marketable lot is one (1) Equity Share. Therefore, there is no possibility of any odd lots. Restrictions, if any on Transfer and Transmission of Equity Shares For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their consolidation/splitting, please refer to under the Chapter titled “Main Provisions of Articles of Association” on page 230 of the Draft Red Herring Prospectus. Compliance with SEBI (ICDR) Regulations, 2009 Our Company shall comply with all requirements of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, notified on August 26, 2009 as amended from time to time. Our Company shall comply with all disclosure norms as specified by SEBI from time to time. Option to Receive Securities in Dematerialized Form Equity Shares being offered through the Draft Red Herring Prospectus can be applied for and will be allotted in dematerialized form only.

202

ISSUE STRUCTURE Public issue of 1,30,00,000 equity shares of ` 10/- each at a price of ` [�] per equity share (including a premium of ` [�] per equity share) for cash aggregating upto ` [�] Crores (the “issue”). The issue will constitute 40.00% of the fully diluted post issue paid up capital of the company. The Issue is being made by 100% Book Building process. Details of the Issue structure are tabulated below: Particulars QIBs* Non Institutional

Bidders Retail Individual Bidders

Number of Equity Shares

Up to 65,00,000 Equity Shares

Not less than 19,50,000 Equity Shares

Not less than 45,50,000 Equity Shares

Percentage of issue size available for allocation

Up to 50% of the Net Issue to the public (of which 5% shall be reserved for Mutual Funds) or Net Issue to the public less allocation to Non- Institutional Bidders and Retail Individual Bidders.* Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for allocation in the remaining QIB Portion. The Unsubscribed portion, if any, in the Mutual Fund reservation will be available to QIBs.

Not less than 15% of the Net issue to the public or Net Issue size less allocation to QIBs and retail individual bidders *

Not less than 35% of the Net issue to the public or Net Issue size less allocation to QIBs and non institutional bidders *

Basis of Allocation if Respective category is oversubscribed

Proportionate Proportionate Proportionate

Minimum Bid

Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000.

Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000.

[�] Equity Shares.

Maximum Bid

Not exceeding the size of the issue, subject to regulations as applicable to the Bidder

Not exceeding the size of the issue, subject to regulations as applicable to the Bidder

Such number of Equity Shares so as to ensure that the Bid amount does not exceed ` 2,00,000.

Mode of Allotment

Dematerialized mode

Dematerialized mode

Dematerialized mode

Bid Lot [�] Equity Shares and in multiples of [�] Equity Shares.

[�] Equity Shares and in multiples of [�] Equity Shares.

[�] Equity Shares and in multiples of [�] Equity Shares

Allotment Lot [�] Equity Shares and in multiples of 1 Equity Share thereafter.

[�]Equity Shares and in multiples of 1 Equity Share thereafter.

[�]Equity Shares and in multiples of 1 Equity Share thereafter.

Trading Lot/Market lot One (1) Equity Share One (1) Equity Share One (1) Equity Share Who can apply** Public financial Companies, Corporate Individuals (including

203

institutions, as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, foreign institutional investor registered with SEBI, multilateral and bilateral development financial institutions, Venture Capital Funds registered with SEBI, foreign Venture capital investors registered with SEBI, State Industrial Development Corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of ` 2500 Lacs and pension funds with minimum corpus of ` 2500 Lacs, National Investment Fund in accordance with applicable law.

Bodies, Scientific Institutions, Societies, Trusts, Resident Indian individuals, HUF (in the name of Karta), and NRIs (applying for an amount exceeding ` 2,00,000)

ASBA Bidders, NRIs and HUFs in the name of Karta) applying for Equity Shares such that the Bid Amount does not exceed ` 2,00,000 in value. Resident Retail Individual Investor can also bid through ASBA.

Terms of payment

Margin Amount applicable to QIB Bidders at the time of submission of Bid cum Application form to the members of the syndicate

Margin Amount applicable to Non Institutional Bidders at the time of submission of Bid cum Application form to the members of the syndicate

Margin Amount applicable to Retail Individual Bidders at the time of submission of Bid cum Application form to the members of the syndicate

Margin Amount Full amount on bidding Full amount on bidding Full amount on bidding *This Issue is being made through a 100% Book Building Process wherein up to 50% of the Issue shall be allocated on a proportionate basis to QIBs, Subject to valid Bids being received at or above the Issue Price. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from domestic Mutual Funds is less, than the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIBs in proportion to their Bids. **Further, 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. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs, Non- Institutional and Retail Individual categories would be allowed to be met with spill-over inter-se from any other categories, at the sole discretion of our Company, BRLM and subject to applicable provisions of SEBI Regulations.

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*** In case the Bid Cum Application Form is submitted in joint names, the investors should ensure that the demat account is also held in the same joint names and in the same sequence in which they appear in the Bid Cum Application Form. The number of prospective Allottees of Equity Shares in this Issue shall not be less than 1,000. Equity Shares being offered through the Draft Red Herring Prospectus can be applied for in dematerialized form only. Withdrawal of the Issue The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event the Company would issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. In the event that our Company decides not to proceed with the Issue after Bid/ Issue Closing Date and thereafter determines that it will proceed with an initial public offering of its Equity Shares, the Company shall file a fresh DRHP with SEBI. �

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ISSUE PROCEDURE This chapter applies to all Bidders. Please note that all Bidders can participate in this Issue through the ASBA process. Furthermore, pursuant to SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011 non-retail Investors are mandatorily required to utilise the ASBA facility to participate in the Issue. ASBA Bidders should note that the ASBA process involves application procedures that are different from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBA process should carefully read the provisions applicable to such applications before making their application through the ASBA process. Please note that all Bidders are required to make payment of the full Bid Amount with the Bid-cum-Application Form. In case of ASBA Bidders, an amount equivalent to the full Bid Amount will be blocked by the SCSB.

Please note that the information stated/covered in this section may not be complete and/or accurate and as such would be subject to modification/change. Our Company and the Book Running Lead Manager would not be liable for any amendment, modification or change in applicable law, which may occur after the date of the Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the Prospectus. Book Building Procedure In terms of Rule 19(2)(b)(i) of the SCRR, this Issue is for more than 25% of the post-Issue equity share capital of our Company. The Issue is being made through the Book Building Process wherein upto 50% of the Issue shall be Allotted to QIBs on a proportionate basis. Out of the QIB Portion, 5% will be available for allocation on a proportionate basis to Mutual Funds only. The remainder will be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15% of the Issue would be available for allocation to Non-Institutional Bidders and not less than 35% of the Issue would be available for allocation to Retail Individual Bidders on a proportionate basis, subject to valid Bids being received from them at or above the Issue Price. Any Bidder may participate in this Issue through the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid amounts will be blocked by SCSBs. Non- retail investors are mandatorily required to make use of the ASBA facility. All Bidders including ASBA Bidders can submit their Bids through the Syndicate (at ASBA bidding locations). Pursuant to SEBI circular number CIR/CFD/DIL/1/2011 dated April 29, 2011, the Syndicate / sub-syndicate members may procure the ASBA Bid cum Application Form from investors in Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat and submit the same to the SCSB. Syndicate/ sub-syndicate members are required to upload the bid and other relevant details of the ASBA Bid-cum-Application Form in the electronic bidding system provided by the Stock Exchanges and forward the same to the SCSBs. Bidders (including ASBA Bidders) can submit their Bids through the Syndicate or their affiliates. In case of QIBs, our Company may, in consultation with Book Running Lead Manager, reject their Bids at the time of acceptance of the Bid-cum-Application Form, provided that the reasons for such rejection shall be disclosed to such QIB in writing. In case of Non-Institutional Bidders and Retail Individual Bidders, our Company will have the right to reject the Bids only on technical grounds. Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised form. The Bid-cum-Application Forms which do not have the details of the Bidders’ depository account including DP ID, PAN and Beneficiary Account Number shall be treated as incomplete and rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. Investors should note that the Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges.

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Any Bidder may participate in this Issue through the ASBA process by providing the details of their respective bank accounts / bank account held by a third party (subject to conditions as set forth herein below) in which the corresponding Bid amounts will be blocked by SCSBs. Bidders are required to ensure that the PAN (of the sole/ first Bidder) provided in the Bid cum Application Form is exactly the same as the PAN of the person(s) in whose name the relevant beneficiary account is held. ASBA Process In accordance with the SEBI ICDR Regulations, all Bidders (including QIB Bidders) can participate in the Issue through the ASBA process. ASBA Bidders shall submit an ASBA Bid-cum-Application Form either (i) in physical form to the Designated Branch of an SCSB or to the members of the Syndicate (at ASBA Bidding Locations) (ii) in electronic form through the internet banking facility offered by an SCSB, authorizing blocking of funds that are available in the bank account (“ASBA Account”) specified in the ASBA Bid-cum-Application Form used by ASBA Bidders. The SCSB shall block an amount equal to the Bid Amount in the ASBA Account, on the basis of an authorization to this effect given by the account holder at the time of submitting the Bid. The ASBA data shall be uploaded by the SCSB or by the members of the Syndicate in the electronic bidding system of the Stock Exchanges. The Bid Amount shall remain blocked in the ASBA Account until approval of the basis of Allotment in the Issue by the Designated Stock Exchange and consequent transfer of the Bid Amount against the allocated shares to the Public Issue Account, or until withdrawal or failure of the Issue or until withdrawal or rejection of the ASBA Bid, as the case may be. Once the basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the relevant bank accounts and for transferring the requisite amount to the Public Issue Account. In case of withdrawal or failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Book Running Lead Manager and/or the Registrar. Our Company shall pay a commission to the Syndicate/Sub-syndicate members for the services rendered in relation to the ASBA Process. Bid-cum-Application Form and ASBA Bid-cum-Application Form Pursuant to SEBI circular CIR/CFD/DIL/4/2011 dated September 27, 2011, Bid cum Application Forms have been standardized and it has been decided that henceforth there would only be a single form for ASBA and non-ASBA Bidders. It has also been decided that the Bid cum Application Form (accompanied with abridged prospectus) would be printed in a booklet form of A4 size paper. Bid cum Application Forms for ASBA Bidders will also be available on the website of the NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to Bid/Issue Opening Date. A hyperlink to the websites of the Stock Exchanges for this facility will be provided on the websites of the Book Running Lead Manager and the SCSBs. Same Bid cum Application Form applies to all ASBA Bids irrespective of whether they are submitted to the SCSBs or to the Syndicate ASBA Bidding Locations. Copies of the Bid cum Application Form will be available for all categories of Bidders, with the members of the Syndicate and at our Registered Office. In addition, Bid cum Application Forms in physical form will be available with the Designated Branches, and electronic Bid cum Application Forms will be available on the websites of the SCSBs and of the Stock Exchanges at least one day prior to the Bid Opening Date. Copies of the Red Herring Prospectus shall, on a request being made by any Bidder before the Bid/Issue Closing Date, be furnished to such Bidder at our Registered Office and the Designated Branches. Bidders shall only use the specified Bid cum Application Form bearing the stamp of a member of the Syndicate, unless they are using the ASBA Process. Before being issued to the Bidders, the Bid cum Application Form shall be serially numbered.

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The Bid cum Application Form shall contain information about the Bidders, the price and the number of Equity Shares Bid for. Bidders shall have the option to make a maximum of three Bids (in terms of number of Equity Shares and respective Bid Amount) in the Bid cum Application Form and such options shall not be considered as multiple Bids. No separate receipts shall be issued for the money payable on the submission of the Bid-cum-Application Form or ASBA Bid-cum-Application Form and Revision Form. The collection centre of the Syndicate will, after the Bid has been uploaded, acknowledge the uploading of the Bid cum Application Form or Revision Form by stamping the acknowledgment slip with the date and time and returning it to the Bidder. This acknowledgment slip shall serve as the duplicate of the Bid cum Application Form for the records of the Bidder and the Bidder shall preserve this and should provide the same for any queries relating to non-Allotment of Equity Shares in the Issue. Upon completing and submitting the Bid cum Application Form to a member of the Syndicate, the Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the Bid cum Application Form as would be required for filing the Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid cum Application Form shall be considered as the application form. Bidders can also submit their Bids through the ASBA by submitting Bid cum Application Forms, either in physical or electronic mode, to the SCSB with whom the ASBA Account is maintained or through the members of the Syndicate/ sub-Syndicate (ASBA Bids through the members of the Syndicate/ sub-Syndicate shall hereinafter be referred to as the “Syndicate ASBA”). However, ASBA Bids through submitted to the Syndicate is permitted only at the Syndicate ASBA Bidding Locations (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Vadodara and Surat). Kindly note that Bid cum Application Forms submitted by ASBA Bidders to members of the Syndicate at the Syndicate ASBA Bidding Locations will not be accepted if the SCSB with which the ASBA Account, as specified in the Bid cum Application Form, is maintained has not named at least one branch at that location for the members of the Syndicate to deposit the Bid cum Application Form (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1329804293371.html). ASBA Bidders can submit their Bids, either in physical or electronic mode. In case of application in physical mode, the ASBA Bidder shall submit the Bid cum Application Form, which shall be stamped, at the relevant Designated Branch. Bid cum Application Form in physical mode, which shall be stamped, can also be submitted to be members of the Syndicate at Syndicate ASBA Bidding Locations. In case of application in electronic form, the ASBA Bidder shall submit the Bid cum Application Form either through the internet banking facility available with the SCSBs or such other electronically enabled mechanism for Bidding and blocking funds in the ASBA Account held with SCSB, and accordingly registering such Bids. The SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form. Upon completing and submitting the Bid cum Application Form to the SCSB or to the members of the Syndicate, the ASBA Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the Bid cum Application Form, as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or subsequent notice of such changes to the ASBA Bidder. The prescribed colour of the Bid-cum-Application Form for the various categories is as follows:

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Category Colour Of Bid-Cum-Application Form/ASBA Bid Cum Application Form*

Resident Indians and Eligible NRIs applying on a non-repatriation basis (ASBA as well as non ASBA Bidders)

White

Eligible NRIs, FIIs their Sub-Accounts (other than Sub-Accounts which are foreign corporates or foreign individuals bidding under the QIB Portion) or FVCIs, QFIs applying on a repatriation basis (ASBA as well as non ASBA Bidders)

Blue

* Bid-cum-Application Forms for ASBA Bidders will also be available on the website of the NSE (www.nseindia.com) and BSE (www.bseindia.com) Same ASBA Bid-cum-Application Form applies to all ASBA Bids irrespective of whether they are submitted to the SCSBs or to the Syndicate (in specified cities). Who can Bid? 1. Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872,

in single or joint names (not more than three); 2. Persons eligible to invest in the Equity Shares under all applicable laws, rules, regulations and

guidelines; 3. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the

name of the HUF in the Bid-cum-Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals;

4. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in Equity Shares;

5. Mutual Funds registered with SEBI; 6. Indian financial institutions, commercial banks (excluding foreign banks), regional rural banks, co-

operative banks (subject to RBI regulations and SEBI ICDR Regulations, as applicable); 7. Multilateral and bilateral development financial institutions; 8. Venture Capital Funds registered with SEBI; 9. Foreign Venture Capital Investors registered with SEBI subject to compliance with applicable laws,

rules, regulations, guidelines and approvals in the Issue; 10. QFIs (subject to compliance with RBI circular bearing reference RBI/2011-12/347 dated January 13,

2012 and SEBI circular bearing reference CIR/ IMD/FII&C/3/2012 dated January 13, 2012); 11. FIIs and sub-accounts registered with SEBI other than a sub-account which is a foreign corporate or

foreign individual, subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue;

12. Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non-Institutional Bidders category;

13. Limited Liability Partnerships (LLPs) registered in India and authorised to invest in equity shares; 14. State Industrial Development Corporations; 15. Insurance companies registered with the Insurance Regulatory and Development Authority; 16. Provident funds with a minimum corpus of ` 2,500 Lacs and who are authorized under their

constitution to invest in Equity shares; 17. Pension funds a with minimum corpus of `` 2,500 Lacs and who are authorized under their

constitution to invest in Equity Shares; 18. National Investment Fund; 19. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any

other law relating to trusts and who are authorized under their respective constitutions to hold and invest in Equity Shares;

20. Eligible Non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis

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subject to applicable local laws. NRIs other than eligible NRIs are not eligible to participate in this Issue;

21. Scientific and/or industrial research organizations authorized under their constitution to invest in Equity Shares;

22. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue;

23. Insurance funds set up and managed by army, navy or air force of the Union of India; 24. Insurance Funds set-up and managed by Department of Posts, India; and 25. All other persons eligible to invest under all applicable laws, rules regulations and guidelines. As per the existing regulations, OCBs are not eligible to participate in this Issue. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. Participation by associates/ affiliates of Book Running Lead Manager and Syndicate Members The Book Running Lead Manager and the Syndicate Members shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. Associates and affiliates of the Book Running Lead Manager and the Syndicate Members may subscribe to Equity Shares in the Issue, including in the QIB Portion and Non-Institutional Portion as may be applicable to such Bidder, where the allocation is on a proportionate basis. Such bidding and subscription may be on their own account or for the account of their clients. Bids by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of our Company. In respect of an FII investing in Equity Shares of our Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of our Company or 5% of our total issued capital in case such sub-account is a foreign corporate or an individual. In accordance with the foreign investment limits applicable to our Company, such investment must be made out of funds raised or collected or brought from outside through normal banking channels and the investment must not exceed the overall ceiling specified for FIIs. Under the portfolio investment scheme, the aggregate issue of equity shares to FIIs and their sub-accounts should not exceed 24% of post-issue paid-up equity capital of a company. However, this limit can be increased to the permitted sectoral cap/statutory limit, as applicable to our Company after obtaining approval of its Board of Directors followed by a special resolution to that effect by its shareholders in their general meeting. With the approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holding can go up to the applicable sectoral caps. A sub-account of an FII which is a foreign corporate or foreign individual shall not be considered to be a Qualified Institutional Buyer, as defined under the SEBI ICDR Regulations, for this Issue. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended (the “SEBI FII Regulations”), an FII as defined in the SEBI FII Regulations may issue, or otherwise deal in offshore derivative instruments (defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms. The FII is also required to ensure that no further issue or transfer of any offshore derivative instrument issued by it is made to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations.

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Associates and affiliates of the underwriters including the Book Running Lead Manager and the Syndicate Members that are FIIs may issue offshore derivative instruments against Equity Shares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligation of, claim on or an interest in our Company. Bids by SEBI registered Venture Capital Funds and Foreign Venture Capital Investors The SEBI (Venture Capital) Regulations, 1996 as amended and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 as amended, prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any individual venture capital fund or foreign venture capital investor registered with SEBI should not exceed 25% of the corpus of the venture capital fund/foreign venture capital investor. However, venture capital funds or foreign venture capital investors may invest not more than 33.33% of their respective investible funds in various prescribed instruments, including in initial public offers of venture capital undertakings whose shares are proposed to be listed. Pursuant to the SEBI ICDR Regulations, the shareholding of SEBI registered Venture Capital Funds and Foreign Venture Capital Investors held in a company prior to making an Initial Public Offering would be exempt from lock-in requirements only if the shares have been held by them for at least one year prior to the time of filing the Draft Red Herring Prospectus with SEBI. Bids by Qualified Foreign Investors Under the extant Indian laws, the individual and aggregate investment limits for QFIs are 5% and 10% respectively of the paid up capital of Indian company. These limits are over and above the FII and NRI investment ceilings prescribed under the PIS route for foreign investment in India. Eligible instruments and transactions: QFIs shall be allowed to invest through SEBI registered Qualified Depository Participant (DP) in equity shares of listed companies as well such companies whose shares are offered to public.

1. Mode of payment: The DP will maintain a separate single rupee pool account with an AD Category –I bank in India, in which the sale proceeds of equity shares will be received. Dividend payments to QFIs could either be received in this single rupee pool account or directly in the designated overseas bank account.

2. Demat accounts: QFIs would be allowed to open a dedicated demat account with a DP in India. However, opening a bank account in India is not allowed.

3. Limits: The individual and aggregate investment limit for QFIs are 5% and 10%respectively of the paid up capital of Indian company. These limits are over and above the FII and NRI investment ceilings prescribed under the PIS route for foreign investment in India.

4. Eligibility: Only QFIs from jurisdiction which is compliant with Financial Action Task Force (FATF) standards and that is a signatory to International Organization of Securities Commission's (IOSCO’s) Multilateral Memorandum of Understanding (MMOU).

5. KYC: DP will ensure the KYC of QFI as per SEBI KYC norms. 6. Permissible currencies: QFIs shall remit money through normal banking channel in any permitted

currency (freely convertible) directly to the single rupee pool bank account of the DP maintained with a designated AD category - I bank. Upon receipt of instructions from QFI, DP shall carry out the transactions (purchase/sale of equity).

7. Pricing: As per SEBI guidelines. 8. Reporting: DP will ensure reporting to RBI, in the prescribed manner.

SEBI has issued the circular bearing reference number CIR / IMD/FII&C/3/2012 dated 13 January 2012 allowing QFIs to invest in equity shares of listed Indian companies and in equity shares offered to public. The circular sets out the eligible transactions for QFIs, the requirements for becoming a qualified depository participant, provisions relating to account opening and manner of operation by QFI, investment

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restrictions and monitoring of investment limits, process flow – purchase, sale, dividend etc. Bids by QFIs (who are individuals) for a Bid Amount of up to ` 2,00,000 would be considered under the Retail Portion for the purposes of allocation. Bids by QFIs (who are individuals) for a Bid Amount of above ` 2,00,000 would be considered under Non-Institutional Portion for the purposes of allocation and such Bidders should use the ASBA facility to submit their Bids. Bids by QFIs (other than who are individuals) can Bid only for a Bid Amount of more than ` 2,00,000 and their Bids would be considered under Non-Institutional Portion for the purposes of allocation and such Bidders should use the ASBA facility to submit their Bids. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only at the rate of exchange prevailing at the time of remittance and net of bank charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into USD or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by Mutual Funds Procedure for applications by Mutual Funds An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund Portion. In the event that the demand is greater than 2,02,500 Equity Shares, allocation shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of the QIB Portion after excluding the allocation in the Mutual Fund Portion. As per the SEBI ICDR Regulations, 5% of the QIB Portion, has been specifically reserved for Mutual Funds for allocation on a proportionate basis. An eligible Bid by a Mutual Fund in the Mutual Fund Portion shall first be considered for allocation proportionately in the Mutual Fund Portion. As per the current regulations, the following restrictions are applicable for investments by mutual funds: No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own over 10% of any company’s paid-up share capital carrying voting rights. The Bids made by Asset Management Companies or Custodians of Mutual Funds should specifically state the name of concerned schemes for which Bids are made. Multiple applications by Mutual Funds In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by Eligible NRIs or FIIs or VCFs or QFIs on a repatriation basis There is no reservation for Eligible NRIs or FIIs registered with SEBI or VCFs registered with SEBI or

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QFIs. Such Eligible NRIs or FIIs registered with SEBI or QFIs will be treated on the same basis as other categories for the purpose of allocation. As per regulations made by the RBI, OCBs cannot participate in this Issue. Bids by Eligible Non Resident Indians (NRIs) Bid-cum-Application Forms have been made available for eligible NRIs at the Registered Office of our Company and with the members of the Syndicate or SCSBs and the Registrar, as the case may be. Eligible NRIs should note that only such applications as are accompanied by payment in free foreign exchange or by debit to their NRE/FCNR accounts shall be considered for Allotment on repatriation basis. Eligible NRIs intending to participate in the Bidding process shall ensure that their foreign address is registered with their depository participant or furnished on the Bid-cum-Application form. Post Allotment, if any, on repatriable basis, our Company is required to file FC-GPR or FCTRS, as the case may be, with the Reserve Bank of India through an authorised dealer along with a KYC (Know Your Client) report issued by their banker. Eligible NRIs who may be Allotted Equity Shares of our Company in this Issue are required to facilitate the issue of the said report to be furnished to RBI. The Eligible NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts should use the form meant for Resident Indians and not use the forms meant for any reserved category. All instruments accompanying Bids shall be payable in Mumbai only. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid without assigning any reason thereof. Limited liability partnerships can participate in the Issue only through the ASBA process. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued by IRDA must be attached to the Application-Cum-Bidding Form. Failing this, our Company reserves the right to reject any Bid without assigning any reasons thereof. The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000 (the ‘IRDA Investment Regulations’), are broadly set forth below:

1. Equity shares of a company: The least of 10% of the investee company’s subscribed capital (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer; The entire group of the investee company: the least of 10% of the respective fund in case of a life insurer or 10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPS); and

2. The industry sector in which the investee company operates: 10% of the insurer’s total investment exposure to the industry sector (25% in case of ulips).

Bids by Banking Companies The investment limit for banking companies as per the Banking Regulation Act, 1949, as amended, is 30% of the paid-up share capital of the investee company or 30% of the banks’ own paid-up share capital and reserves, whichever is less (except in case of certain specified exceptions, such as setting up or investing in a subsidiary company, which requires RBI approval). Additionally, any investment by a bank

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in the Equity Shares must be approved by such bank’s investment committee set up to ensure compliance with the applicable prudential norms for classification, valuation and operation of investment portfolio of banks (currently reflected in the RBI Master Circular of July 1, 2011). Banking companies can participate in the Issue only through the ASBA process. Bids under Power of Attorney In case of Bids (including ASBA Bids) made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of ` 2,500 Lacs (subject to applicable law) and pension funds with a minimum corpus of ` 2,500 Lacs a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum and articles of association and/or bye laws must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason. In addition to the above, certain additional documents are required to be submitted by the following entities, failing which, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason:

1. With respect to Bids by FIIs, VCFs, FVCIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid-cum-Application Form or the ASBA Bid-cum-Application Form as applicable. Failing this, our Company reserves the right to accept or reject any Bid, in whole or in part, in either case without assigning any reasons thereof.

2. With respect to Bids by insurance companies registered with the Insurance Regulatory and

Development Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development Authority must be lodged along with the Bid-cum-Application Form or the ASBA Bid-cum-Application Form applicable. Failing this, our Company reserves the right to accept or reject any Bid, in whole or in part, in either case without assigning any reasons thereof.

3. With respect to Bids made by provident funds with a minimum corpus of ` 2,500 Lacs (subject to

applicable law) and pension funds with a minimum corpus of ` 2,500 Lacs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Bid-cum-Application Form or the ASBA Bid-cum-Application Form as applicable. Failing this, our Company reserves the right to accept or reject such bid, in whole or in part, in either case without assigning any reasons thereof.

Our Company, in its absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid-cum-Application Form, subject to such terms and conditions that our Company and the Book Running Lead Manager may deem fit. Our Company in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation advice, the demographic details given on the Bid-cum-Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use demographic details as given in the Bid-cum-Application Form instead of those obtained from the depositories. The above information is given for the benefit of the Bidders. Our Company, its Directors, officers, the Book Running Lead Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that any Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in the Red Herring Prospectus. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated above.

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Bids and revision of Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation basis. Bids and revision to Bids must be made in the following manner:

1. On the prescribed Bid-cum-Application Form or the Revision Form, as applicable ([�] in colour), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.

2. In a single name or joint names (not more than three and in the same order as their Depositary Participant details).

3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible NRIs for a Bid Amount of up to ` 2,00,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than ` 2,00,000 would be considered under Non- Institutional Portion for the purposes of allocation.

Maximum and Minimum Bid Size For Retail Individual Bidders: The Bid must be for a minimum of [�] Equity Shares and in multiples of [�] Equity Shares thereafter, subject to maximum Bid amount of ` 2,00,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed ` 2,00,000. In case the maximum Bid amount is more than ` 2,00,000, due to a revision in the Bid or a revision in the Price Band or on exercise of the option to bid at Cut-off Price, then the same would be considered for allocation under the Non-Institutional Bidders category. The Cut-off option is given only to the Retail Individual Bidders indicating their agreement to Bid and to acquire the Equity Shares at the final Issue Price as determined at the end of the Book Building Process. For Non-Institutional Bidders and QIB Bidders: The Bid must be for a minimum of such Equity Shares such that the Bid Amount exceeds ` 2,00,000 and in multiples of [�] Equity Shares thereafter. A Bid cannot be submitted for more than the size of the Issue. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them by the regulatory or statutory authorities governing them. Under SEBI ICDR Regulations, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the entire Bid Amount upon submission of Bid. The Company may close the Bid/Issue Period for QIBs one working day prior to the Bid/Issue Closing Date. Accordingly, QIB Investors will not be allowed to withdraw their bids after Bid/Issue Closing Date or one Working Date prior to the Bid/Issue Closing Date as may be applicable. In case of revision of Bids, the Non Institutional Bidders who are individuals have to ensure that the Bid Amount is greater than ` 2,00,000 for being considered for allocation in the Non-Institutional category. In case the Bid Amount reduces to ` 2,00,000 or less due to a revision in Bids or revision of the Price Band Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non Institutional Bidders and QIB Bidders are not allowed to Bid at ‘Cut-Off’. A QIB Bidder cannot withdraw its Bid after the Bid Closing Date. Non – retail Investors i.e. QIBs and Non Institutional Investors who intend to participate in the Issue are mandatorily required to submit their Bids through the ASBA facility. Information for the Bidders

1. Our Company shall, pursuant to the filing of the Draft Red Herring Prospectus with SEBI, make a public announcement in English and a Hindi national newspaper and in a Gujarati newspaper with wide circulation. This public announcement, subject to the provisions of Section 60 of the Companies Act, shall invite public to give their comments to SEBI in respect of disclosures made in the Draft Red Herring Prospectus.

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2. Our Company, in consultation with the Book Running Lead Manager shall declare the Bid/Issue Opening Date and the Bid/Issue Closing Date (and the date on which our Company may decide to close the Bids for the QIBs) in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in one Gujarati newspaper with wide circulation. This advertisement shall be in the prescribed format.

3. The Price Band and the minimum bid lot as decided by our Company in consultation with the Book

Running Lead Manager, including the relevant financial ratios computed for both the Cap Price and the Floor Price shall be published at least two (2) Working Days prior to the Bid/Issue Opening by our Company an English and a Hindi national newspaper and in one Gujarati newspaper with wide circulation.

4. Our Company will file the Red Herring Prospectus with the RoC at least three (3) days prior to the

Bid/ Issue Opening Date.

5. The members of the Syndicate and the SCSBs, as applicable will circulate copies of the Red Herring Prospectus along with the Bid-cum-Application Form to potential investors. The SCSBs shall ensure that the electronic ASBA Bid-cum-Application Form and the abridged prospectus are made available on their respective websites.

6. Copies of ASBA Bid-cum-Application Forms will be available for downloading and printing, from

website of the Stock Exchanges (which provide electronic interface for ASBA facility). A unique application number will be generated for every ASBA Bid-cum-Application Form downloaded and printed from the websites of the Stock Exchanges.

7. Any Bidder (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring

Prospectus and/or the Bid-cum-Application Form can obtain the same from the Registered Office of our Company or from the Book Running Lead Manager/Syndicate Members.

8. Eligible Bidders who are interested in subscribing to the Equity Shares should approach the Book

Running Lead Manager or Syndicate Members or their authorized agent(s) or the SCSBs (as applicable) to register their Bid. Bidders can also approach the Designated Branches of the SCSBs (only in the specified cities) to register their Bids under the ASBA process.

9. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application

Forms should bear the stamp of the members of the Syndicate, otherwise they will be rejected. Further, such broker or SCSB branch shall affix its stamp, date and time on the Bid cum Application Form acknowledging the upload of the Bid in the electronic bidding system of the Stock Exchanges. Bid Cum Application Forms by ASBA Bidders submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch and/or the Syndicate Member in the Specified Cities, if not, the same are liable to be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of the SCSBs in accordance with the SEBI Regulations and any circulars issued by SEBI in this regard. Bidders applying through the ASBA process also have an option to submit the Bid cum Application Form in electronic form or submit Bids through the Syndicate in the Specified Cities.

10. The Bid cum Application Form can be submitted (i) in physical mode, to a Syndicate Member in the Specified Cities; or (ii) either in physical or electronic mode, to the SCSBs with whom the ASBA Account is maintained. ASBA Bidder may submit Bid cum Application Form in electronic mode only to the SCSBs with whom the ASBA Account is maintained and not to the Syndicate Members. SCSBs may provide the electronic mode of bidding either through an internet enabled bidding and banking facility or such other secured, electronically enabled mechanism for bidding and blocking funds in the ASBA Account.

11. ASBA Bidders bidding through a Syndicate Member should ensure that the Bid cum Application Form

is submitted to a Syndicate Member only in the Specified Cities. ASBA Bidders should also ensure that the Bid cum Application Forms submitted to the Syndicate Members in the Specified Cities will

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not be accepted if the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is maintained has not named at least one branch at that location for the members of the Syndicate to deposit Bid cum Application Forms (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1329804293371.html). ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum Application Form is submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.

12. For ASBA Bids submitted to the Syndicate Members in the Specified Cities, the Syndicate Member

shall upload the ASBA Bid onto the electronic bidding system of the Stock Exchanges and deposit the Bid cum Application Form with the relevant branch of the SCSB, at the relevant Specified City, named by such SCSB to accept such Bid cum Application Forms from the Syndicate Members (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1329804293371.html). The relevant branch of the SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form. For ASBA Bids submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form, before entering the ASBA Bid into the electronic bidding system

13. Bidding by QIBs may close one day prior to the Bid Closing Date, provided that Bidding shall be kept

open for a minimum of three Working Days for all other categories of Investors. Our Company’s decision to close bidding QIBs one day prior to the Bid/Issue Closing date, if any, shall be disclosed in the RHP to be filed with RoC.

14. The Price Band has been fixed at ` [�] to ` [�] per Equity Share. The Bidders can Bid at any price

within the Price Band, in multiples of [�] Equity Shares. In accordance with the SEBI ICDR Regulations, our Company, in consultation with the Book Running Lead Manager, reserves the right to revise the Price Band during the Bid/Issue period. The cap on the Price Band will not be more than 120% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band.

15. Our Company in consultation with the Book Running Lead Manager shall finalise the Issue Price

within the Price Band, without the prior approval of, or intimation to, the Bidders.

16. In case the Price Band is revised, the Bid/Issue period shall be extended, by an additional three days, subject to the total Bid/Issue period not exceeding ten (10) Working Days. The revised Price Band and Bid/Issue period, if applicable, will be widely disseminated by notification to the Stock Exchanges, and by publishing in two national daily newspapers (one each in English and Hindi) and one regional daily language newspaper, with wide circulation in the place where our Registered Office is situated and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the members of the Syndicate.

17. Bid-cum-Application Forms will also be available on BSE and NSE websites.

18. Except for Bids by or on behalf of the Central or State Government and the officials appointed by the

courts and by investors residing in the State of Sikkim, the Bidders, or in the case of a Bid by Bidders jointly, first Bidder should mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction. Any Bid cum Application Form without the PAN is liable to be rejected. With effect from August 16, 2010, the beneficiary accounts of Bidders for whom PAN details have not been verified will be “suspended for credit” by the Depositories, and no credit of Equity Shares pursuant to the Offer will be made in the accounts of such Bidders.

The applicants may note that in case the DP ID and Client ID and PAN mentioned in the Bid-cum-Application Form, ASBA Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate do not match with the DP ID and Client ID and PAN available in the Depository database, the application is liable to be rejected.

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General Instructions Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under

applicable laws, rules and regulations; 2. Read all the instructions carefully and complete the Bid-cum-Application Form/ ASBA Bid-cum-

Application Form; 3. Ensure that the details about PAN, Depository Participant and beneficiary account are correct

and the beneficiary account is activated as allotment of Equity Shares will be in the dematerialised form only;

4. Ensure that the bank account details are entered only in the space provided specifically for this purpose. Bids submitted which do not have the bank details are liable to be rejected;

5. Ensure that the Bids are submitted at the Bidding centers only on forms bearing the stamp of a member of the Syndicate or the SCSB in case of ASBA Bidders (except in case of electronic ASBA Bid cum Application Forms); In case you are a Bidder other than an ASBA Bidder, ensure that your Bid is submitted at the bidding center only on a form bearing the stamp of a member of the Syndicate. In case you are an ASBA Bidder, the Bid should be submitted to a Designated Branch of an SCSB/ Syndicate member (at ASBA Bidding Locations), with which the ASBA Bidder or a person whose bank account will be utilized by the ASBA Bidder for bidding has a bank account and not to the Bankers to the Issue or collecting banks (assuming that such collecting banks are not SCSBs), the Company or the Registrar. With respect to ASBA Bids, ensure that you use the ASBA Bid-cum-Application Form specified for this purpose, and that such form is signed by the account holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank account number in the ASBA Bid-cum-Application Form;

6. Ensure that you have requested for and received a Transaction Registration Slip (TRS) for your Bid cum Application Form or Revision Form;

7. Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB before submitting the ASBA Bid-cum-Application Form;

8. QIBs and Non Institutional Bidders should submit their Bids through the ASBA process only; 9. Ensure that the full Bid Amount is paid for the Bids submitted to the members of the Syndicate

and funds equivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs;

10. Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a revised TRS;

11. Submit revised Bids to the same member of the Syndicate or Designated Branch of the SCSB through whom the original Bid was placed and obtain a revised TRS/acknowledgement;

12. Ensure that the Bid is within the Price Band; 13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by

the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the Income Tax Act, 1961. The exemption for the Central or State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the demographic details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the demographic details evidencing the same;

14. Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects.

15. Ensure that the Depository Participant identification number (DP ID), the client identification number (Client ID) and PAN mentioned in the Bid-cum-Application Form/ASBA Bid-cum- Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Members or Designated Branches of the SCSBs, as the case may be, matches with the DP ID, Client ID and PAN available in the Depository database. The Bidders should note that

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in case the DP ID, Client ID and the PAN mentioned in their Bid-cum-Application Form/ASBA Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Members or the Designated Branches of the SCSBs, as the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable to be rejected.

16. Ensure that the name(s) given in the Bid-cum-Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the Bid-cum-Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Bid-cum-Application Form.

17. Where the Bid-cum-Application Form/ASBA Bid-cum-Application Form is submitted in joint names, ensure that the beneficiary account is also held in the same joint names and such names are in the same sequence in which they appear in the Bid-cum-Application Form/ASBA Bid-cum-Application Form.

18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

In addition, ASBA Bidders should ensure that: 1. The ASBA Bid-cum-Application Form is signed by the account holder in case the applicant is not the

account holder; 2. The correct bank account numbers have been mentioned in the ASBA Bid-cum-Application Form; 3. The authorization box in the ASBA Bid-cum-Application Form has been correctly checked, or an

authorization to the SCSB through the electronic mode has been otherwise provided, for the Designated Branch to block funds equivalent to the Bid Amount mentioned in the ASBA Bid-cum-Application Form in the ASBA Account maintained with a branch of the concerned SCSB; and

4. An acknowledgement from the Designated Branch of the concerned SCSB or the Syndicate/ sub-syndicate member in designated cities for the submission of the ASBA Bid-cum-Application Form has been obtained.

Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher end

of the Price Band; 3. Do not Bid on another Bid-cum-Application Form after you have submitted a Bid to the member of the

Syndicate or the SCSB; 4. Do not pay the Bid amount in cash, by money order or by postal order or by stockinvest and in

relation to ABSA Bidders in any other mode other than blocked amounts in the bank accounts maintained by SCSBs;

5. Do not send Bid cum Application Forms by post; instead submit the same to a member of the Syndicate or Designated Branch of the SCSB, as applicable;

6. Do not provide your GIR number instead of your PAN number as the Bid is liable to be rejected on this ground;

7. Do not Bid at Cut-Off price (for QIBs and Non-Institutional Bidders); 8. Do not Bid for a Bid Amount exceeding ` 2,00,000 (for Bids by Retail Individual Bidders); 9. Do not fill up the Bid-cum-Application Form such that the Equity Shares bid for exceeds the Issue size

and/ or investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of the Draft Red Herring Prospectus;

10. Do not Bid if you are prohibited from doing so under the law of your local jurisdiction; 11. Do not submit more than five (5) ASBA Bid-cum-Application Forms per bank account for the Issue; 12. Do not submit the Bid without payment of the entire Bid Amount; 13. Do not submit incorrect details of DP ID, Client ID and PAN or give details for which demat account

are suspended or for which such details cannot be verified by the Registrar; and

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Bids and revisions of Bids must be:

1. Made only in the prescribed Bid-cum-Application Form or Revision Form, as applicable; 2. Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions

contained here, in the Bid cum Application Form or in the Revision Form. Bidders must provide details of valid and active DP-ID, client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment. Incomplete Bid cum Application Forms, Revision Forms or ASBA Bid cum Application Form, or Revision Forms or in the ASBA Revision Form are liable to be rejected. Bidders should note that the members of the Syndicate and/or the SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms.

3. Information provided by the Bidders will be uploaded in the online IPO system by the members of the Syndicate and SCSBs, as the case may be, and the electronic data will be used to make allocation/Allotment. Please ensure that the details are correct are legible;

4. The Bids from the Retail Individual Bidders must be for a minimum of [�] Equity Shares and in multiples of [�] thereafter subject to a maximum Bid amount of ` 2,00,000. In case the Bid Amount is over ` 2,00,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non-Institutional Bidders portion;

5. The option to Bid at Cut-off Price is an option given only to the Retail Individual Bidders submitting Bids indicating their agreement to Bid;

6. For Non-institutional and QIB Bidders, Bids must be for a minimum Bid Amount of ` 2,00,000 and in multiples of [�] Equity Shares thereafter. All Individual Bidders whose maximum bid amount exceeds ` 2,00,000 would be considered under this category. Bids cannot be made for more than the Issue Size. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of Equity Shares that can be held by them under the applicable laws or regulations;

7. In single name or in joint names (not more than three and in the same order as their Depository Participant details);

8. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal;

9. Bids by Non Residents, NRIs and FIIs, FVCIs, multilateral and bilateral development financial institutions on a repatriation basis shall be in the names of individuals, or in the names of FIIs, FVCIs multilateral and bilateral development financial institutions but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees;

Method and Process of Bidding

1. Our Company and the Book Running Lead Manager shall declare the Bid Opening Date and Bid Closing Date (including the date on which Bidding shall be closed for QIBs) at the time of filing the Red Herring Prospectus with the RoC and shall also publish it in an English and a Hindi national newspaper and in one Gujarati newspaper with wide circulation at least two (2) Working Days prior to the Bid Opening Date. This advertisement, subject to the provisions of Section 66 of the Companies Act, shall contain the disclosure requirements as specified under Schedule XIII of the SEBI ICDR Regulations;

2. Our Company shall, in consultation with the Book Running Lead Manager, decide the Price Band and the minimum Bid lot size for the Issue and the same shall be advertised in one English national daily, one Hindi national daily and one Gujarati daily newspaper with wide circulation at least two (2) Working Days prior to the Bid/ Issue Opening Date. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/Issue Period in accordance with the terms of the Syndicate Agreement;

3. The Bid/Issue Period shall be a minimum of three Working Days and not exceeding ten Working Days. In case the Price Band is revised, the revised Price Band and Bidding Period will be published

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in one English national daily, one Hindi national daily and one Gujarati daily newspaper with wide circulation and the Bid/Issue Period may be extended, if required, by at least an additional three Working Days, subject to the total Bid/Issue Period not exceeding ten Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two national newspapers (one each in English and Hindi) and one Gujarati newspaper with wide circulation and also by indicating the change on the websites of Book Running Lead Manager and at the terminals of the members of the Syndicate.

4. Each Bid-cum-Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to the paragraph entitled “Bids at Different Price Levels” below) and specify the demand (i.e. the number of Equity Shares bid for) in each option. The price and demand options submitted by the Bidder in the Bid-cum-Application Form and/or ASBA Bid-cum-Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares bid for by a Bidder at or above the Issue Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid;

5. The Bidder cannot Bid on another Bid-cum-Application Form after his or her Bids on one Bid-cum-Application Form have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid-cum-Application Form to either the same or to another member of the Syndicate or SCSBs will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph titled “Build up of the Book and Revision of Bids”;

6. The Members of the Syndicate/SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS, for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid-cum-Application Form. With respect to the ASBA Bid-cum-Application Forms collected by any member of the Syndicate, the Syndicate Member will issue an acknowledgement by giving the counter foil of the ASBA Bid-cum-Application Form to the ASBA Bidder. The TRS will be generated by the concerned SCSB after blocking of funds;

7. Along with the Bid-cum-Application Form, all Bidders (other than ASBA Bidders) will make payment in

the manner described under the paragraph titled ‘Payment Instructions’ under section titled “Issue Procedure” beginning on page number 205 of the Draft Red Herring Prospectus;

8. Upon receipt of the ASBA Bid-cum-Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the ASBA Bid-cum-Application Form, prior to uploading such Bids with the Stock Exchanges;

9. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchanges;

10. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to

the Bid Amount mentioned in the ASBA Bid-cum-Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request; and

11. The identity of QIB Bidders shall not be made public which shall be published on the websites of the Stock Exchanges.

INVESTORS ARE ADVISED NOT TO SUBMIT THE BUD-CUM-APPLICATION FORMS TO THE ESCROW COLLECTION BANKS. BIDS SUBMITTED TO THE ESCROW COLLECTION BANKS SHALL BE REJECTED AND SUCH BIDDERS SHALL NOT BE ENTITLED TO ANY COMPENSATION

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ON ACCOUNT OF SUCH REJECTION. Bids at Different Price Levels The Bidders can Bid at any price within the Price Band, in multiples of ` [�]. 1. Our Company shall, in consultation with the Book Running Lead Manager, decide the Price Band and

the minimum Bid lot size for this Issue and the same shall be advertised in one English national daily, one Hindi national daily and one Gujarati daily newspaper with wide circulation at least two Working Days prior to the Bid/ Issue Opening Date. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/Issue Period. In accordance with SEBI ICDR Regulations, our Company, in consultation with the Book Running Lead Manager reserve the right to revise the Price Band during the Bid/Issue Period, provided the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed at least two days prior to the Bid/ Issue Opening Date and the Cap Price will be revised accordingly.

2. Our Company in consultation with the Book Running Lead Manager can finalise the Issue Price within the Price Band in accordance with this clause, without the prior approval of, or intimation, to the Bidders.

3. Bidders can bid at any price within the Price Band. Bidders have to Bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the bidding options not exceeding ` 2,00,000 may bid at Cut-off Price. However, bidding at Cut-off Price is prohibited for QIBs and Non-Institutional Bidders and such Bids from QIBs and Non Institutional Bidders shall be rejected.

4. Retail Individual Bidders who Bid at the Cut-off Price agree that they shall acquire the Equity Shares

at any price within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the Bid Amount based on the Cap Price in the respective Escrow Accounts. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders who Bid at Cut-off Price, (i.e. the total number of Equity Shares allocated in the Issue multiplied by the Issue Price) the Retail Individual Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the respective Escrow Accounts/refund account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block amount based on the Cap Price.

5. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had bid at Cut-Off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the revised Price Band, with the members of the Syndicate or the SCSBs to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds ` 2,00,000, the Bid will be considered for allocation under the Non Institutional category in terms of the Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off.

6. In case of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the respective Escrow Accounts/refund account(s) or unblocked by the SCSBs, as applicable.

7. Our Company, in consultation with the Book Running Lead Manager, shall decide the minimum

number of Equity Shares for each Bid to ensure that the minimum application value is within the range of ` [�] to ` [�].

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8. When a Bidder has revised his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the members of the Syndicate. It is the Bidder’s responsibility to request for and obtain the revised TRS, which will act as proof of revision of the previous Bid.

9. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for

the incremental amount, if any, to be paid on account of the upward revision of the Bid. With respect to the Bids by ASBA Bidders, if revision of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid Amount. In case of Bids, other than ASBA Bids, the Syndicate shall collect the payment in the form of cheque or demand draft if any, to be paid on account of the upward revision of the Bid. In such cases, the Syndicate will revise the earlier Bids details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment.

10. When a Bidder revises his or her Bid, he or she should surrender the earlier TRS and request for a revised TRS from the Syndicate or the SCSB, as proof of his or her having revised the previous Bid.

PAYMENT INSTRUCTIONS Escrow Mechanism for Retail individual Bidders other than ASBA Bidders and payment into the Escrow Account Pursuant to SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011 non- retail Investors are mandatorily required to utilise the ASBA facility to participate in the Issue. Our Company and the Book Running Lead Manager shall open Escrow Account(s) with one or more Escrow Collection Bank(s) in whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from Retail individual Bidders would be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Red Herring Prospectus, the Prospectus and the Escrow Agreement to be entered into amongst our Company, the Book Running Lead Manager, Escrow Bankers and Registrar to the Issue. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders until the Designated Date. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the Public Issue Account with the Bankers to the Issue as per the terms of the Escrow Agreement. Payments of refunds to the Bidders shall also be made from the Refund Account as per the terms of the Escrow Agreement and the Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between the Escrow Collection Bank(s), our Company, Registrar to the Issue and Book Running Lead Manager to facilitate collection from the Bidders. Payment mechanism for ASBA Bidders Pursuant to SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011 non- retail Investors are mandatorily required to utilise the ASBA facility to participate in the Issue. ASBA Bidders shall specify the bank account number in the ASBA Bid-cum-Application Form which is to be submitted to the Syndicate member. The Syndicate member shall in turn forward the ASBA Bid-cum-Application Form to the SCSB for processing and the SCSB shall block an amount equivalent to the Bid Amount in the bank account specified in the ASBA Bid-cum-Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/rejection of the ASBA Bid or receipt of instructions from the Registrar to unblock the Bid Amount. In the event of withdrawal or rejection of ASBA Bid-cum-Application Form or for unsuccessful ASBA Bid-cum-Application Form, the Registrar shall give

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instructions to the SCSB to unblock the application money in the relevant bank account within one Working Day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in this Issue and consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/failure of this Issue or until rejection of the ASBA Bid, as the case may be. In case of Bids by FIIs, a Special Rupee Account should be mentioned in the ASBA Bid-cum-Application Form, for blocking funds, along with documentary evidence in support of the remittance. Upon completing and submitting the ASBA Form to the Designated Branch, the ASBA Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing without prior or subsequent notice of such changes to the ASBA Bidders. Upon submission of an ASBA Bid-cum-Application Form with the SCSB, whether in physical or electronic mode, each ASBA Bidder shall be deemed to have agreed to block the entire Bid Amount and authorized the Designated Branch to block such Bid Amount in the ASBA Account. An ASBA Bid-cum-Application Form should not be accompanied by cash, draft, money order, postal order or any mode of payment other than blocked amounts in the ASBA Account. After verifying that sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the ASBA Bid-cum-Application Form until the Designated Date. On the Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Bidders from the respective ASBA Accounts, in accordance with the SEBI ICDR Regulations, into the Public Issue Account. The balance amount, if any, against any Bid in the ASBA Accounts shall then be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the Issue. Terms of Payment for Retail Individual Bidders other than ASBA Bidders and Payment into the Escrow Account Each Retail Individual Bidder who does not utilize the ASBA facility shall pay the full Bid Amount at the time of the submission of the Bid-cum-Application Form, and shall, along with the submission of the Bid-cum-Application Form, draw a cheque or demand draft in favour of the relevant Escrow Account of the Escrow Collection Bank(s) (see “Payment in Escrow Accounts” below), and submit such cheque or demand draft to the member of the Syndicate to whom the Bid is being submitted. Retail individual Bidders may also provide the entire Bid Amount by way of an electronic transfer of funds through the RTGS mechanism. Bid-cum-Application Forms accompanied by cash/stockinvest/money order/postal order shall not be accepted. The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection Bank(s), which will hold the monies for the benefit of the Retail individual Bidders until the Designated Date. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account. The balance amount after transfer to the Public Issue Account of our Company shall be transferred to the Refund Account on the Designated Date. No later than 12 Working Days from the Bid/Issue Closing Date, the Escrow Collection Bank(s) shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on bidding, if any, after adjustment for Allotment, to the Bidders. Where the Retail individual Bidder has been allotted a lesser number of Equity Shares than he or she had Bid for, the excess amount paid on Bidding, if any, after adjustment for Allotment, will be refunded to such Bidder within 12 Working Days from the Bid/Issue Closing Date. Our Company agrees that (i) the Allotment of Equity Shares; and (ii) credit to the successful Bidders’ depositary accounts will be completed within 12 Working Days of the Bid/Issue Closing Date. Our Company further agrees that it shall pay interest at the rate of 15% p.a. if the Allotment letters or refund orders have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner within 15 days from the

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Bid/Issue Closing Date, whichever is later. Payment into Escrow Accounts 1. All Retail Individual Bidders who are not Bidding through ASBA facility would be required to pay the

entire Bid Amount at the time of the submission of the Bid-cum-Application Form.

2. The Retail Individual Bidders shall, with the submission of the Bid-cum-Application Form, draw a payment instrument for the entire Bid Amount in favour of the Escrow Account(s) and submit the same to the member of the Syndicate. If the payment is not made favouring the Escrow Account along with the Bid-cum-Application Form, the Bid shall be rejected. Bid cum Application Forms accompanied by cash, stockinvest, money order or postal order shall not be accepted.

3. The payment instruments for payment into the Escrow Account(s) should be drawn in favour of:

1. In case of Resident Retail Bidders: “[�]” 2. In case of Non Resident Retail Bidders: “[�]”

4. In case of Bids by Eligible Retail Individual NRIs applying on repatriation basis, the payments must be

made through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in NRE Accounts or FCNR Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of NRO Account of Non-Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting an NRE Account or FCNR Account.

5. In case of Bids by Eligible Retail Individual NRIs applying on non-repatriation basis, the payments must be made through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in NRE Accounts or FCNR Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a NRO Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account.

6. The monies deposited in the Escrow Account(s) will be held for the benefit of the Bidders till the Designated Date.

7. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow

Account(s) as per the terms of the Escrow Agreement and the Red Herring Prospectus into the Public Issue Account and the surplus amount shall be transferred to the Refund Account.

8. Our Company agrees that (i) the Allotment of Equity Shares; and (ii) credit to the successful Bidders’

depositary accounts will be completed within 12 Working Days of the Bid/Issue Closing Date. Our Company further agrees that it shall pay interest at the rate of 15% p.a. if the Allotment letters or refund orders have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner within 15 days from the Bid/Issue Closing Date, whichever is later.

9. Payments should be made by cheque, or demand draft drawn on any bank (including a cooperative

Bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash, stockinvest, money orders or postal orders will not be accepted.

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10. In case clear funds are not available in the Escrow Accounts as per final certificates from the Escrow

Collection Banks, such Bids are liable to be rejected.

11. Bidders are advised to mention the number of the Bid cum Application Form on the reverse of the cheque/demand draft to avoid misuse of instruments submitted along with the Bid cum Application Form.

12. Payments made through cheques without the Magnetic Ink Character Recognition (“MICR”) code will

be rejected. Payment by Stock invest In terms of Reserve Bank of India Circular Number DBOD No. FSC BC 42/24.47.001/2003-04 dated November 5, 2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been withdrawn. Hence, payment through stockinvest would not be accepted in this Issue. Payment by cash/ money order Payment through cash/ money order shall not be accepted in this Issue. Submission of Bid-cum-Application Form All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. With respect to ASBA Bidders, the ASBA Bid-cum-Application Form or the ASBA Revision Form shall be submitted to the Designated Branches of the SCSBs. No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form. However, the collection centre of the members of the Syndicate will acknowledge the receipt of the Bid cum Application Form or Revision Form by stamping and returning to the Bidder the acknowledgement slip. The acknowledgement slip will serve as the duplicate of the Bid-cum-Application Form for the records of the Bidder. Other Instructions Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favour of the Bidder whose name appears first in the Bid-cum-Application Form/ASBA Bid-cum-Application-Form or Revision Form (‘First Bidder’) as the case may be. All communications will be addressed to the First Bidder and will be dispatched to his or her address as per the demographic details received from the Depository or otherwise. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below: 1. All applications will be checked for common PAN and Bids with common PAN will be identified as

multiple unless they are from mutual funds for different schemes/plans or from portfolio managers registered as such with SEBI seeking to invest under different schemes/plans.

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2. In case of a Mutual Fund/ a SEBI registered portfolio managers, a separate Bid can be made in

respect of each scheme of the Mutual Funds/ scheme and such Bids in respect of more than one scheme will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Bids by QIBs under the QIB Portion will not be considered as multiple Bids.

Our Company in consultation with the Book Running Lead Manager reserves the right to reject, in their absolute discretion, all or any multiple Bids in any or all categories. After Bidding on an ASBA Bid-cum-Application Form either in physical or electronic mode, where such ASBA has been submitted to the Designated Branches of SCSBs and uploaded with the Stock Exchanges, an ASBA Bidder cannot Bid, either in physical or electronic mode, on another ASBA Bid-cum-Application Form or a Bid-cum-Application Form. Submission of a second ASBA Bid-cum-Application Form, to either the same or to another Designated Branch of the SCSB/member of the Syndicate or a Bid-cum-Application Form, will be treated as multiple Bids and will be liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the ASBA Bidder can revise the Bid through the Revision Form, the procedure for which is detailed in “Build up of the Book and Revision of Bids” below. More than one ASBA Bidder may Bid for Equity Shares using the same ASBA Account, provided that the SCSBs shall not accept a total of more than five ASBA Bid-cum-Application Forms from such ASBA Bidders with respect to any single account. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple Bids are provided below:

1. All Bids with the same name and age, as the case may be, will be accumulated and taken to a separate process file which would serve as a multiple master.

2. A check will be carried out for the same PAN. In cases where the PAN is same, such Bids will be treated as multiple Bids.

3. Further, in the case of Mutual Fund Bidders and FII sub-accounts, Bids which use the same PAN, the

Bid-cum-Application Forms will be scrutinised for DP ID and Beneficiary Account Numbers. In case such Bid-cum-Application Forms bear the same DP ID and Beneficiary Account Numbers, these will be treated as multiple applications.

4. In cases where there are more than 20 valid applicants having a common address, such Equity

Shares Allotted in the Issue will be kept in abeyance, post-Allotment and released on confirmation of KYC norms by the depositories.

Permanent Account Number (“PAN”) The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the I.T. Act. Applications without this information and documents will be considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground. The demat accounts for Bidders for which PAN details have not been verified shall be “suspended credit” and no credit of Equity Shares pursuant to the Issue shall be made into accounts of such Bidders. SEBI ICDR Regulations stipulate that all applicants are required to disclose their PAN allotted under the I.T. Act in the Bid-cum-Application Form (including the ASBA Form), irrespective of the amount of the Bid. Applications in which PAN so allotted is not mentioned would be rejected. SEBI had issued a circular directing that with effect from July 2, 2007, PAN would be the sole identifiable number for

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participants transacting in the securities market, irrespective of the amount of transaction. Therefore, irrespective of the amount of the Bid, the Bidder or in the case of a Bid in joint names, each of the Bidders should mention his/her PAN allotted under the I.T. Act. Bid-cum-Application Form or the ASBA Bid-cum-Application Form without PAN number will be considered incomplete and are liable to be rejected. In terms of SEBI Circular bearing no. MRD/DoP/Cir-20/2008 dated June 30, 2008, certain categories of investors (namely the Central Government, State Government, and the officials appointed by the courts e.g. Official liquidator, Court receiver etc. (under the category of Government) and residents of Sikkim for which submission of PAN is not mandatory) shall be exempted from submitting their PAN, only if such organisations submit sufficient documentary evidence to support the veracity of their claim for such exemption. Unique Identification Number (“UIN”) SEBI has, vide circular no. MRD/DoP/Cir- 05/2007 dated April 27, 2007, with effect from July 2, 2007 declared that the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction. Thus, the requirement of Unique Identification Number (UIN) under the SEBI (Central Database of market Participants Regulations), 2005/circulars by SEBI has been discontinued vide circular No. MRD/DoP/Cir- 08/2007 dated June 25, 2007. Electronic Registration of Bids

1. The members of the Syndicate and the SCSBs will register the Bids received using the online facilities of the Stock Exchanges. There will be at least one online connectivity in each city, where the Stock Exchanges are located in India and where such Bids are being accepted. An SCSB shall not upload bids received through any ASBA in the electronic bidding system of the Stock Exchanges unless:

1. it has received the ASBA Bid-cum-Application Form in a physical or electronic form; and

2. it has blocked the application money in the ASBA Account specified in the ASBA Bid-cum-

Application Form or has systems to ensure that electronic ASBA Bid-cum-Application Form are accepted in the system only after blocking of application money in the relevant bank account opened with it.

2. The Stock Exchanges will offer a screen-based facility for registering Bids for the Issue. This facility

will be available on the terminals of the Syndicate Member, their authorized agents and the SCSBs during the Bid/Issue Period. The Syndicate and the Designated Branches can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for book building on a regular basis.

3. On the Bid/Issue Closing Date, the members of the Syndicate and the Designated Branches of the

SCSBs shall upload the Bids until such time as may be permitted by the Stock Exchanges. This information will be available with the Book Running Lead Manager on a regular basis. In order to ensure that the data uploaded is accurate, the Syndicate may be permitted one Working Day after the Bid/Issue Closing Date to amend some of the data fields (currently DP ID, Client ID) entered by them in the electronic bidding system. Bidders are cautioned that a high inflow of Bids typically experienced on the last Working Day of the Bidding may lead to some Bids received on the last Working Day not being uploaded due to lack of sufficient uploading time, and such Bids that could not uploaded will not be considered for allocation. Bids will only be accepted on Working Days, i.e., Monday to Friday (excluding any public holiday).

4. Based on the aggregate demand and price for Bids registered on the electronic facilities of the Stock

Exchanges a graphical representation of consolidated demand and price would be made available at the bidding centres and at the websites of each of the Stock Exchanges during the Bid/Issue Period

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along with category wise details.

5. At the time of registering each Bid (other than ASBA Bids) the Syndicate shall enter the following details of the Bidder in the on- line system:

1. Name of the Bidder(s): Bidders should ensure that the name given in the Bid-cum-

Application Form is exactly the same as the name in which the Depositary Account is held. In case the Bid-cum-Application Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid-cum-Application Form;

2. Investor Category such as Individual, Corporate, NRI, etc.; 3. Numbers of Equity Shares Bid for; 4. Bid price and price option; 5. Bid-cum-Application Form number; 6. DP ID Number and Client Identification Number of the Demat Account of the Bidder; 7. PAN; and 8. Cheque amount and Cheque Number.

With respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs/members of the Syndicate shall enter the following information pertaining to the Bidder into the electronic bidding system:

1. Name of the Bidder(s); 2. Application Number; 3. PAN (of First Bidder if more than one Bidder); 4. Investor Category and Sub-Category; 5. Employee/shareholder (if reservation); 6. Demat ID and client identification number; 7. Beneficiary Account Number; 8. Quantity; 9. Price; 10. Bank Account Number;

6. A system generated TRS will be given to the Bidder as a proof of the registration of each of the

bidding options. It is the Bidder’s responsibility to request and obtain the TRS from the members of the Syndicate or the Designated Branches of the SCSBs. The registration of the Bid by the Syndicate or the Designated Braches of the SCSBs does not guarantee that the Equity Shares shall be allocated either by the Syndicate or our Company.

7. Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

8. The members of the Syndicate can reject the Bids under the Non-Institutional Portion and Retail

Individual Portion on the technical grounds listed in the Red Herring Prospectus. The SCSB shall have no right to reject Bids except on technical grounds.

9. It is to be distinctly understood that the permission given by the Stock Exchanges to use their network

and software of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and the Book Running Lead Manager are cleared or approved by the NSE and the BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, our Promoters, our Management or any scheme or project of our Company nor does it in any manner warrant, certify or endorse the correctness of any of the contents of the Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

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10. Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for Allocation/Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue Closing Date to verify DP ID and Client ID uploaded in the online IPO system during the Bid/Issue Period after which the data will be sent to the Registrar for reconciliation and Allotment of Equity Shares. In case of discrepancy of data between the BSE or the NSE and the members of the Syndicate or the Designated Branches, the decision of our Company, in consultation with the Book Running Lead Manager and the Registrar, based on the physical records of Bid-cum-Application Form shall be final and binding on all concerned. If the Syndicate Member finds any discrepancy in the DP name, DP ID and the client ID, the Syndicate will correct the same and the send the data to the Registrar for reconciliation and Allotment of Equity Shares.

11. It is to be noted that Syndicate Members shall be responsible for any error in the Bid details uploaded

by them. In case of apparent data entry error by either Syndicate Member or collecting bank in entering the application number in their respective schedules other things remaining unchanged, the Bid may be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to Stock Exchange(s). In the event of mistake in capturing the application number by either the Syndicate Member or collecting bank leading to rejection of Bid, the Registrar may identify based on the Bid cum Application form, the entity responsible for the error. Valid records in electronic file will be those for which money is received.

12. In case of QIB Bidders, only the (i) SCSBs; and (ii) Book Running Lead Manager and their affiliate

Syndicate Members (only in the Specified Cities) have the right to accept the Bid or reject it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. In case of Non-Institutional Bidders and Retail Individual Bidders, bids will be rejected on technical grounds listed herein. The members of the Syndicate may also reject Bids if all the information required is not provided and the Bid-cum-Application Form is incomplete in any respect. The SCSBs shall have no right to reject Bids, except on technical grounds.

Build Up of the Book and Revision of Bids

1. Bids registered by various Bidders through the members of the Syndicate and SCSBs shall be electronically transmitted to the BSE or NSE mainframe on a regular basis.

2. The book gets built up at various price levels. This information will be available with the Book Running Lead Manager on a regular basis at the end of the Bid/Issue Period.

3. During the Bidding/Issue Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of the Bid-cum-Application Form/ASBA Bid-cum-Application Form.

4. Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the options in his or her Bid-cum-Application Form/ASBA Bid-cum-Application Form or earlier Revision Form. For example, if a Bidder has bid for three options in the Bid-cum-Application Form/ASBA Bid-cum-Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being changed, in the Revision Form. Incomplete or inaccurate Revision Form will not be accepted by the members of the Syndicate and the Designated Branches of the SCSBs.

5. The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) of the Bid, the Bidders will have to use the services of the same members of the Syndicate or the SCSB through whom the Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof. The QIBs cannot withdraw their Bids after the QIB Bid/Issue Closing Date.

6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who

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had Bid at Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed ` 2,00,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment) exceeds ` 2,00,000, the Bid will be considered for allocation under the Non- Institutional Portion in terms of the Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price.

7. In case of a downward revision in the Price Band, announced as above and Retail Individual Bidders who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account.

8. Our Company in consultation with the Book Running Lead Manager shall decide the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range of ` [�] to ` [�].

9. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. Retail Individual Bidders Bidding in such categories should note that the revised amount should not exceed ` 2,00,000. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of the Red Herring Prospectus. With respect to ASBA Bids, if revision of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid amount. In case of Bids other than ASBA Bids, the members of the Syndicate shall collect the payment in the form of cheque or demand draft if any, to be paid on account of the upward revision of the Bid at the time of one or more revisions. In such cases the members of the Syndicate will revise the earlier Bid details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the basis of Allotment.

10. When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the Syndicate Member. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.

11. In case of discrepancy of data between BSE or NSE and the Syndicate Member, the decision of the Book Running Lead Manager based on physical records of Bid-cum-Application Form shall be final and binding to all concerned.

Price Discovery and Allocation After the Bid/Issue Closing Date, the Book Running Lead Manager will analyze the demand generated at various price levels and discuss pricing strategy with our Company. The Registrar to the Issue shall aggregate the demand generated under the ASBA and provide the same to the Book Running Lead Manager. Our Company, in consultation with the Book Running Lead Manager, shall finalise the Issue Price, the number of Equity Shares to be allotted and the allocation to successful Bidders. 1. Upto 50% of the Issue (including 5% specifically reserved for Mutual Funds) would be available for

allocation on a proportionate basis after consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price.

2. Not less than 15% and 35% of the Issue, would be available for allocation on a proportionate basis to

Non- Institutional Bidders and Retail Individual Bidders, respectively, in consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price.

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3. Under-subscription, if any, in any category would be allowed to be met with spillover from any of the other categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange. However, if the aggregate demand by Mutual Funds is less than 3,25,000 Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders. In the event that the aggregate demand in the QIB Portion has not been met, under-subscription, if any, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the Book Running Lead Manager and Designated Stock Exchange.

4. Allocation to eligible NRIs or FIIs or foreign venture capital fund registered with SEBI, multilateral and

bilateral development financial institutions applying on repatriation basis will be subject to the Applicable Law.

5. Our Company reserves the right to cancel this Issue any time after the Bid/Issue Closing Date but

before Allotment without assigning any reasons whatsoever. If our Company withdraws from the Issue, it shall issue a public notice that shall include reasons for such withdrawal within two days of the closure of the Issue. The notice of withdrawal shall be issued in the same newspapers where the pre-Issue advertisements have appeared and our Company shall also promptly inform the Stock Exchanges. If our Company withdraws the Issue after the Bid / Issue Closing Date and thereafter determines that it will proceed with an initial public offering of Equity Shares, it shall file a fresh draft red herring prospectus with the SEBI.

6. In terms of SEBI ICDR Regulations, QIB Bidders shall not be allowed to withdraw their Bid after the QIB Bid/Issue Closing Date.

7. If an ASBA Bidder wants to withdraw the ASBA Bid-cum-Application Form during the Bidding Period,

the ASBA Bidder shall submit the withdrawal request to a Syndicate member the SCSB, which shall perform the necessary actions, including deletion of details of the withdrawn ASBA Bid-cum-Application Form from the electronic bidding system of the Stock Exchanges and unblocking of funds in the relevant bank account.

8. If an ASBA Bidder wants to withdraw the ASBA Bid-cum-Application Form after the Bid/Issue Closing

Date, the ASBA Bidder shall submit the withdrawal request to the Registrar to the Issue before finalization of basis of Allotment. The Registrar to the Issue shall delete the withdrawn Bid from the Bid file. The instruction for and unblocking of funds in the relevant bank account, in such withdrawals, shall be forwarded by the Registrar to the Issue to the SCSB once the basis of Allotment has been approved by the Designated Stock Exchange.

9. Allotment status details shall be available on the website of the Registrar to the Issue.

10. The Book Running Lead Manager, in consultation with our Company, shall notify the members of the

Syndicate of the Issue Price and allocations to their respective Bidders. 11. Our Company, in consultation with the Book Running Lead Manager, reserves the right to reject any

Bid procured from QIB Bidders, by any or all members of the Syndicate. Rejection of Bids made by QIBs, if any, will be made at the time of submission of Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing.

12. The Basis of Allotment shall be put up on the website of the Registrar to the Issue. Signing of Underwriting Agreement and RoC Filing

1. Our Company, the Book Running Lead Manager and the Syndicate Members shall enter into an

Underwriting Agreement on finalization of the Issue Price and allocation(s) to the Bidders.

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2. After signing the Underwriting Agreement, our Company and the Book Running Lead Manager would update and file the updated Red Herring Prospectus with RoC, in terms of Section 56, 60 and 60B of the Companies Act, which would then be termed the ‘Prospectus’. The Prospectus will contain details of the Issue Price, Issue Size, underwriting arrangements and will be complete in all material respects.

Public Announcement upon filing of the Draft Red Herring Prospectus

Pursuant to the filing of the Draft Red Herring Prospectus with SEBI, our Company shall on the next day, make a Public Announcement in one English and one Hindi national newspaper and in one Gujarati newspaper (regional language newspaper in the state of Gujarat where our Registered Office is located) with wide circulation. This Public Announcement, subject to the provisions of Section 60 of the Companies Act, shall invite public to give their comments to SEBI in respect of disclosures made in the Draft Red Herring Prospectus. Pre-Issue Advertisement Subject to Section 66 of the Companies Act, our Company shall, after registering the Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in one English language national daily newspaper, one Hindi language national daily newspaper and one Gujarati language daily newspaper, each with wide circulation in which the Public Announcement upon filing of the Draft Red Herring Prospectus have been published. Advertisement regarding Issue Price and Prospectus A statutory advertisement will be issued by our Company after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price along with a table showing the number of Equity Shares and the amount payable by an investor. Any material updates between the Red Herring Prospectus and the Prospectus will be included in such statutory advertisement. Issuance of Allotment Advice

1. Upon approval of basis of Allotment by the Designated Stock Exchange and on Allotment by the Board of Directors or any committee constituted thereof, the Registrar to the Issue shall send to the members of the Syndicate and SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue.

2. The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders may be done simultaneously with or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders. However, Bidders should note that our Company shall ensure that the date of Allotment of the Equity Shares to all Bidders in this Issue shall be done on the same date.

3. The Registrar to the Issue will then dispatch the Allotment Advise to the Bidders who have been Allotted Equity Shares in the Issue. The dispatch of the Allotment Advise shall be deemed a valid, binding and irrevocable contract for the Bidders who have been Allotted Equity Shares in the Issue.

4. Bidders who have been Allotted Equity Shares shall receive the allotment advice from the Registrar to the Issue.

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Unblocking of ASBA Account Once the basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue shall provide the following details to the Controlling Branches of each SCSB, along with instructions to unblock the relevant bank accounts and transfer the requisite money to the Public Issue Account designated for this purpose within the timelines specified in the ASBA facility: (i) the number of Equity Shares to be Allotted against each valid ASBA Bid, (ii) the amount to be transferred from the relevant bank account to the Public Issue Account, for each valid ASBA Bid, (iii) the date by which funds referred to in (ii) above shall be transferred to the Public Issue Account, and (iv) details of rejected ASBA Bids, if any, along with reasons for rejection and details of withdrawn and/or unsuccessful ASBA Bids, if any, to enable SCSBs to unblock the respective bank accounts. On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount against each successful ASBA Bidder to the Public Issue Account and shall unblock the excess amount, if any, in the ASBA Account. However, the Bid Amount may be unblocked in the ASBA Account prior to receipt of notification from the Registrar to the Issue by the Controlling Branch of the SCSB in relation to the approval of the basis of Allotment in the Issue by the Designated Stock Exchange in the event of withdrawal or failure of the Issue or rejection of the ASBA Bid, as the case may be.

Issuance of Allotment Advise to ASBA Bidders Upon approval of the basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall send the Controlling Branches, a list of the ASBA Bidders who have been allocated Equity Shares in the Issue, along with: 1. The number of Equity Shares to be allotted against each successful ASBA; 2. The amount to be transferred from the ASBA Account to the Public Issue Account, for each

successful ASBA; 3. The date by which the funds referred to in sub-para (ii) above, shall be transferred to the Public Issue

Account; and 4. The details of rejected ASBAs, if any, along with reasons for rejection and details of

withdrawn/unsuccessful ASBAs, if any, to enable SCSBs to unblock the respective ASBA Accounts. 5. Investors should note that our Company shall ensure that the instructions by our Company for demat

credit of the Equity Shares to all investors in this Issue shall be given on the same date. The ASBA Bidders shall directly receive the Allotment Advise from the Registrar. The dispatch of an Allotment Advise to an ASBA Bidder shall be deemed a valid, binding and irrevocable contract with the ASBA Bidder. Designated Date and Allotment of Equity Shares

1. Our Company will ensure that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidder’s depositary account will be completed within twelve (12) Working Days of the Bid/Issue Closing Date.

2. As per SEBI ICDR Regulations, Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allotees.

3. Allotees will have the option to re-materialise the Equity Shares, if they so desire, as per the provisions of the Companies Act and in the manner stated in the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted to them pursuant to this Issue. Right to Reject Bids In case of QIB Bidders, our Company, in consultation with the Book Running Lead Manager may reject Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case

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of Non-Institutional Bidders and Retail Individual Bidders who Bid, our Company has a right to reject Bids on technical grounds. Consequent refunds shall be made by RTGS/NEFT/NECS/Direct Credit/cheque or pay order or draft and will be sent to the Bidder’s address at the Bidder’s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shall have the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder’s bank account, the respective Designated Branch ascertains that sufficient funds are not available in the Bidder’s bank account maintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, our Company would have a right to reject the ASBA Bids only on technical grounds. In case the DP ID, BAN and PAN provided in the Bid cum Application Form and as entered into the electronic Bidding system of the Stock Exchanges by the members of the Syndicate and the SCSBs, as the case may be, do not match with the DP ID, BAN and PAN available in the depository database, the Bid is liable to be rejected. Grounds for Technical Rejections Bidders are advised to note that Bids are liable to be rejected, inter alia, on the following technical grounds: a. Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for.

With respect to Bids by ASBA Bidders, the amounts mentioned in the ASBA Bid-cum-Application Form does not tally with the amount payable for the value of the Equity Shares Bid for;

b. In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such shall be entitled to apply;

c. Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended;

d. Application on plain paper;

e. PAN not mentioned in the Bid-cum-Application Form;

f. GIR number furnished instead of PAN;

g. Bids for lower number of Equity Shares than specified for that category of investors;

h. Bids at a price less than the Floor Price;

i. Bids at a price more than the Cap Price;

j. Signature of sole and/or joint Bidders missing;

k. Submission of more than five ASBA Bid-cum-Application Forms per bank account;

l. Bids at Cut-off Price by Non-Institutional and QIB Bidders;

m. Bids for number of Equity Shares which are not in multiples of [�];

n. Category not indicated;

o. Multiple Bids as defined in the Draft Red Herring Prospectus;

p. In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted;

q. Bids accompanied by Stock invest/money order/postal order/cash;

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r. Bid-cum-Application Forms does not have the stamp of the Book Running Lead Manager or

Syndicate Member or the SCSB;

s. Bid-cum-Application Forms does not have the Bidder‘s depository account details;

t. Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the Bid-cum- Application Forms, Bid/Issue Opening Date advertisement and the Draft Red Herring Prospectus and as per the instructions in the Draft Red Herring Prospectus and the Bid cum Application Forms;

u. In case no corresponding record is available with the Depositories that matches the Depository Participant‘s identity (DP ID) and the beneficiary‘s account number;

v. With respect to Bids by ASBA Bidders, if there are inadequate funds in the bank account to block the Bid Amount specified in the ASBA Bid-cum-Application Form at the time of blocking such Bid Amount in the bank account;

w. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

x. Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Bank(s);

y. Bids by QIBs not submitted through the Book Running Lead Manager or in case of ASBA Bids for QIBs not intimated to the Book Running Lead Manager;

z. Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;

aa. Bids not uploaded on the terminals of the Stock Exchanges; and

bb. Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory authority.

IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGES BY THE SYNDICATE/THE SCSBs DO NOT MATCH WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE DEPOSITARIES, THE BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED. Basis of Allotment For Retail Individual Bidders 1. Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together

to determine the total demand under this category. The allotment to all the successful Retail Individual Bidders will be made at the Issue Price.

2. The Issue less allotment to Non-Institutional and QIB Bidders shall be available for allotment to Retail

Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. 3. If the aggregate demand in this category is less than or equal to 45,50,000 Equity Shares at or above

the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids.

4. If the aggregate demand in this category is greater than 45,50,000 Equity Shares at or above the

Issue Price, the allotment shall be made on a proportionate basis of not less than [�] Equity Shares.

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For the method of proportionate basis of allotment, refer below. For Non-Institutional Bidders 1. Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to

determine the total demand under this category. The allotment to all successful Non-Institutional Bidders will be made at the Issue Price.

2. The Issue Size less allotment to QIBs and Retail Portion shall be available for allotment to Non-

Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.

3. If the aggregate demand in this category is less than or equal to 19,50,000 Equity Shares at or above

the Issue Price, full allotment shall be made to Non-Institutional Bidders to the extent of their demand. 4. In case the aggregate demand in this category is greater than 19,50,000 Equity Shares at or above

the Issue Price, allotment shall be made on a proportionate basis not less than [�] Equity Shares. For the method of proportionate basis of allotment refer below.

For Qualified Institutional Bidders 1. Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to

determine the total demand under this portion. The Allotment to all the QIB Bidders will be made at the Issue Price.

2. The QIB Portion shall be available for allotment to QIB Bidders who have Bid in the Issue at a price

that is equal to or greater than the Issue Price. 3. Allotment shall be undertaken in the following manner: 1. In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be

determined as follows: 1. In the event that Mutual Fund Bids exceeds 5% of the QIB Portion, allocation to Mutual Funds shall

be done on a proportionate basis for up to 5% of the QIB Portion.

2. In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds shall get full allotment to the extent of valid Bids received above the Issue Price.

3. Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for

allotment to all QIB Bidders as set out in (b) below: 4. In the second instance Allotment to all QIBs shall be determined as follows: 1. In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids

above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion.

2. Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity

Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders.

3. Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for

allocation to the remaining QIB Bidders on a proportionate basis. The aggregate allotment available for allocation to QIB Bidders shall be 65,00,000 Equity Shares.

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Method of proportionate basis of allotment in this Issue In the event of this Issue being over-subscribed, our Company and the Book Running Lead Manager shall finalise the basis of allotment in consultation with the Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the Designated Stock Exchange along with the Book Running Lead Manager and the Registrar to the Issue shall be responsible for ensuring that the Basis of Allotment is finalised in a fair and proper manner. The allotment shall be made in marketable lots, on a proportionate basis as explained below: 1. Bidders will be categorised according to the number of Equity Shares applied for;

2. The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a

proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio;

3. Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a proportionate

basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.

4. In all Bids where the proportionate Allotment is less than [�] Equity Shares per Bidder, the allotment

shall be made as follows:

1. Each successful Bidder shall be allotted a minimum of [�] Equity Shares; and

2. The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above.

If the proportionate allotment to a Bidder is a number that is more than [�] but is not a multiple of one (which is the marketable lot), the number in excess of the multiple of one would be rounded off to the higher multiple of one if that number is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower multiple of one. All Bidders in such categories would be Allotted Equity Shares arrived at after such rounding off. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares allotted to the Bidders in that category, the remaining Equity Shares available for allotment shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares. Illustration of Allotment to QIBs and Mutual Funds (“MF”) 1. Issue Details Sr. No.

Particulars Issue details

1. Issue size 20,000 Lacs Equity Shares 2. Allocation to QIB (50%) 10,000 Lacs Equity Shares

Of which: a. Allocation to MF (5%) 500 Lacs Equity Shares b. Balance for all QIBs including MFs 9,500 Lacs Equity Shares

3. No. of QIB applicants 10

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Sr. No.

Particulars Issue details

4. No. of shares applied for 50,000 Lacs Equity Shares 2. Details of QIB Bids Sr. No. Type of QIB Bidders No. of Equity Shares bid for (` in Lacs) 1 A1 5,000 2 A2 2,000 3 A3 13,000 4 A4 5,000 5 A5 5,000 6 MF1 4,000 7 MF2 4,000 8 MF3 8,000 9 MF4 2,000 10 MF5 2,000 Total 50,000 # A1-A5: (QIB Bidders other than MFs), MF1-MF5 (QIB Bidders which are Mutual Funds) 3. Details of Allotment to QIB Bidders/Applicants

(Number of Equity Shares in Lacs) Type of

QIB Bidders

Equity Shares bid for

Allocation of 350 Lacs Equity Shares to MF

proportionately (please see note 2 below)

Allocation of balance 6,650 Lacs Equity Shares to QIBs proportionately (please see

note 4 below)

Aggregate allocation to

MFs

(I) (II) (III) (IV) (V) A1 500 0 665 0 A2 200 0 266 0 A3 1,300 0 1,729 0 A4 500 0 665 0 A5 500 0 665 0 MF1 400 70 532 602 MF2 400 70 532 602 MF3 800 140 1,064 1,204 MF4 200 35 266 301 MF5 200 35 266 301 5,000 350 6,650 3,010 Please note: 1. The illustration presumes compliance with the requirements specified in the Draft Red Herring

Prospectus in the Chapter titled “Issue Structure” beginning on page number 177 of the Draft Red Herring Prospectus.

2. Out of 10,000 Lacs shares allocated to QIBs, 350 Lacs (i.e. 5%) will be allocated on proportionate basis among 5 Mutual Fund applicants who applied for 2,000 Lacs shares in QIB category.

3. The balance 9,500 Lacs shares (i.e. 10,000 - 500 (available for MFs)) will be allocated on proportionate basis among 10 QIB applicants who applied for 5,000 Lacs shares (including 5 MF applicants who applied for 2,000 Lacs shares).

4. The figures in the fourth column titled “Allocation of balance 9,500 Lacs shares to QIBs proportionately” in the above illustration are arrived as under:

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1. For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X 665 / 4,965;

2. For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above) less Equity Shares allotted ( i.e., column III of the table above)] X 79.80/495.80; and

3. The numerator and denominator for arriving at allocation of 9,500 Lacs shares to the 10 QIBs are

reduced by 500 Lacs shares, which have already been allotted to Mutual Funds in the manner specified in column III of the table above.

Letters of Allotment/Allotment Advise or refund orders to Bidders or instructions to the SCSBs Our Company shall give credit to the beneficiary account with Depository Participants within two (2) Working Days from the date of allotment to all successful Bidders, including ASBA Bidders, which in any event shall be completed prior to twelve (12) Working Days from the Bid/Issue Closing Date. Applicants residing at the centres where clearing houses are managed by the RBI, will get refunds through NECS except where applicant is otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or RTGS. Our Company shall ensure that refund instructions are given to the Refund Banker or the SCSBs, as applicable, within 12 Working Days of the Bid Closing Date. Our Company agrees that it shall pay interest at the rate of 15% per annum if the refund orders have not been dispatched to the Bidders or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within 12 Working Days from the Bid Closing date. In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Form for withdrawn, rejected or unsuccessful or partially successful ASBA Bids prior to twelve (12) Working Days from the Bid/Issue Closing Date. In accordance with the requirements of the Stock Exchanges and SEBI ICDR Regulations, our Company undertakes that: 1. Allotment shall be made only in dematerialised form prior to twelve (12) Working Days from the

Bid/Issue Closing Date; 2. Dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT,

RTGS or NECS, shall be done prior to twelve (12) Working Days from the Bid/Issue Closing Date; 3. Instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or

unsuccessful Bids shall be made prior to twelve (12) Working Days from the Bid/Issue Closing Date; and

4. Our Company shall ensure that refund instructions are given to the Refund Banker or the SCSBs, as

applicable, within 12 Working Days of the Bid Closing Date. Our Company agrees that it shall pay interest at the rate of 15% per annum if the refund orders have not been dispatched to the Bidders or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within 12 Working Days from the Bid Closing date.

Our Company will provide adequate funds required for despatch of refund orders or Allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Bank(s) and payable at par at places where Bids are received. The bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Bidder’s PAN, Bidder’s Depository Account and Bank Account Details Bidders should note that on the basis of the Sole/First Bidder’s Permanent Account Number, Depository Participant’s name, DP ID number and beneficiary account number provided by them in the Bid cum

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Application Form and as entered into the electronic bidding system of the Stock Exchanges by the members of the Syndicate and the SCSBs as the case may be, the Registrar to the Issue will obtain from the Depository the demographic details including the Bidder’s address, occupation, category, age and bank account details including the nine-digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf (‘Demographic Details’). These Demographic Details would be used for giving refunds and allotment advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) to the Bidders. It is mandatory to provide the bank account details in the space provided in the Bid-cum-Application Form/ASBA Bid-cum-Application Form and Bid-cum-Application Forms/ASBA Bid-cum-Application Forms that do not contain such details are liable to be rejected. Hence, Bidders are advised to immediately update their bank account details, PAN and Demographic Details as appearing on the records of the Depository Participant and ensure that they are true and correct. Failure to do so could result in delays in dispatch/credit of refunds to Bidders at the Bidders sole risk and neither the Book Running Lead Manager nor the Registrar to the Issue or the Escrow Collection Banks or the SCSBs nor our Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their depository account details in the Bid-cum-Application Form. Please note that in case the DP ID, Client ID and PAN mentioned in the Bid-cum-Application Form/ASBA Bid-cum-Application Form and entered into the electronic Bidding system of the Stock Exchanges by the members of the Syndicate, do not match with the DP ID, Client ID and PAN available in the depositories’ database, such Bid-cum-Application Form/ASBA Bid-cum-Application Form is liable to be rejected. IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR PAN, DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID-CUM-APPLICATION FORM/ASBA- BID-CUM-APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID-CUM-APPLICATION FORM/ASBA BID-CUM-APPLICATION FORM AS THE CASE MAY BE IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID-CUM-APPLICATION FORM/ASBA BID-CUM-APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID-CUM-APPLICATION FORM/ ASBA BID-CUM-APPLICATION FORM. These Demographic Details would be used for all correspondence with the Bidders including mailing of the Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by Bidders in the Bid-cum-Application Form would not be used for these purposes by the Registrar. Hence, Bidders are advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and correct. By signing the Bid-cum-Application Form, Bidder would have deemed to authorize the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. In case of Bidders receiving refunds through electronic transfer of funds, delivery of refund orders/ Allocation Advice may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid-cum-Application Form/ASBA Bid-cum-Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk and neither our Company, the Registrar, Escrow Collection Bank(s) nor the Book Running Lead Manager shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that matches three parameters, namely, PAN of the sole/first Bidders, the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or

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any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. There is no reservation for eligible NRIs and FIIs and all Bidders will be treated on the same basis with other categories for the purpose of allocation. Equity Shares in Dematerialized Form with NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be allotted only in a dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among us, the respective Depositories and the Registrar to the Issue: 1. a tripartite agreement dated [�] with NSDL, our Company and Registrar to the Issue;

2. a tripartite agreement dated [�] with CDSL, our Company and Registrar to the Issue.

3. All Bidders can seek Allotment only in dematerialized mode. Bids from any investor without relevant details of his or her depository account are liable to be rejected.

4. Bidder applying for Equity Shares must have at least one beneficiary account with either of the

Depository Participants of either NSDL or CDSL prior to making the Bid.

5. The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s Identification number) appearing in the Bid-cum-Application Form/ASBA Bid-cum-Application Form or Revision Form.

6. Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the

beneficiary account (with the Depository Participant) of the Bidder.

7. Names in the Bid-cum-Application Form/ASBA Bid-cum-Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

8. Non-transferable allotment advice will be directly sent to the Bidder by the Registrar to this Issue.

Refunds will be made directly by the Registrar to the Issue as per the modes disclosed.

9. If incomplete or incorrect details are given under the heading ‘Request for Equity Shares in electronic form’ in the Bid-cum-Application Form, ASBA Bid-cum-Application Form or Revision Form, it is liable to be rejected.

10. The Bidder is responsible for the correctness of his or her demographic details given in the Bid-

cum-Application Form or ASBA Bid-cum-Application Form vis-à-vis those with his or her Depository Participant.

11. It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges

having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where the Equity Shares of our Company are proposed to be listed have electronic connectivity with CDSL and NSDL.

12. The trading of the Equity Shares of our Company on the Stock Exchanges would be in

dematerialized form only for all investors.

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Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, number of Equity Shares applied for, date, bank and branch where the Bid was submitted and cheque, number and issuing bank thereof or with respect to ASBA Bids, ASBA Account number in which the amount equivalent to the Bid Amount was blocked. Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares in the respective beneficiary accounts, refund orders etc. For details regarding the Compliance Officer or the Registrar to the Issue please refer to the Chapter titled ‘General Information’ beginning on page number Error! Bookmark not defined. of the Draft Red Herring Prospectus. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders can contact the Designated Branches. Impersonation Attention of the applicants is specifically drawn to the provisions of Sub-Section (1) of Section 68 A of the Companies Act, which is reproduced below: “Any person who:

1. makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein; or

2. otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name,

shall be punishable with imprisonment for a term which may extend to five years”. PAYMENT OF REFUND Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository Participant’s name, DP ID, Beneficiary Account number provided by them in the Bid-cum-Application Form/ASBA Bid-cum-Application Form, the Registrar to the Issue will obtain, from the Depositories, the Bidders’ bank account details, including the nine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in dispatch of refund order or refunds through electronic transfer of funds, as applicable, and any such delay shall be at the Bidders’ sole risk and neither our Company, the Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue nor the Book Running Lead Manager shall be liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In the case of Bids from eligible NRIs and FIIs, refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

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Mode of making refunds Mode of making refunds for Bidders other than ASBA Bidders The payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes in the following order of preference:

1. NECS – Payment of refund would be done through NECS for Bidders having an account at any of the centres specified by the RBI. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the centres where such facility is made available, except where the applicant, being eligible, opts to receive refund through direct credit or RTGS.

2. Direct Credit – Applicants having bank accounts with the Refund Bank(s), as mentioned in the Bid-cum-Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company.

3. RTGS – Applicants having a bank account at any of the centres where such facility is available and

whose refund amount exceeds ` 2 Lacs has the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid-cum-Application Form. In the event the same is not provided, refund shall be made through NECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

4. NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections.

For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched through Speed Post/ Registered Post. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Mode of making refunds for ASBA Bidders In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid-cum-Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids prior to twelve (12) Working Days of the Bid/Issue Closing Date. Interest on refund of excess Bid Amount Our Company shall pay interest at 15% p.a. for any delay beyond 15 days from the Bid/Issue Closing Date, whichever is later, if Allotment is not made and refund orders are not dispatched or if, in a case

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where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner and/or demat credits are not made to investors within the 12 Working Days prescribed above. If such money is not repaid within eight days from the day our Company becomes liable to repay, our Company and every Director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the applicable law.. Disposal of Applications and Application Moneys and Interest in case of delay With respect to Bidders other than ASBA Bidders, our Company shall ensure dispatch of Allotment Advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give credit of Equity Share allotted to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchanges within two (2) Working Days from the date of allotment to all successful Bidders, including ASBA Bidders, which in any event shall be undertaken prior to twelve (12) Working Days of the Bid/Issue Closing Date. In case of applicants who receive refunds through NECS, direct credit, NEFT or RTGS, the refund instructions will be given to the clearing system prior to twelve (12) Working Days from the Bid/Issue Closing Date. In case of other applicants, our Company shall ensure dispatch of refund orders if any, by registered post or speed post at the sole or First Bidder’s sole risk prior to twelve (12) Working Days from the Bid/Issue Closing Date. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund prior to twelve (12) Working Days of Bid/Issue Closing date. Our Company shall ensure dispatch of refund orders, if any, by registered post or speed post or Direct Credit, NEFT, RTGS or NECS, as applicable, only at the sole or First Bidder's sole risk prior to Twelve (12) Working Days of the Bid/Issue Closing Date, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Issue by the Issuer. Our Company shall ensure dispatch of allotment advice, refund orders and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the allotment to the Stock Exchanges within two (2) Working Days of date of Allotment. Letters of Allotment or Refund Orders or instructions to the SCSBs In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid-cum-Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids prior to twelve (12) Working Days from the Bid/Issue Closing Date, which shall be completed within one Working Day after the receipt of such instruction from the Registrar to the Issue. Interest in case of delay in dispatch of Allotment Letters or Refund Orders/instruction to SCSB by the Registrar In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI ICDR Regulations our Company further undertakes that:

1. Allotment shall be made only in dematerialised form prior to twelve (12) Working Days from the Bid/Issue Closing Date;

2. Dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT, RTGS or NECS, shall be done prior to twelve (12) Working Days from the Bid/Issue Closing Date;

3. Instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or unsuccessful Bids shall be made prior to twelve (12) Working Days from the Bid/Issue Closing Date; and

4. Our Company shall, in accordance with Regulation 18 of the SEBI ICDR Regulations, pay interest at 15% p.a. if the allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner through Direct Credit,

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NEFT, RTGS or NECS, the refund instructions have not been given to the clearing system in the disclosed manner prior to the twelve (12) Working Days from the Bid/Issue Closing Date or eight (8) days after the day our Company becomes liable to repay, whichever is earlier, provided that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time of the upload of the electronic transfer or if instructions to SCSBs to unblock funds in the ASBA Accounts are not given prior to the twelve (12) Working Days from the Bid/Issue Closing Date or eight (8) days after the day our Company becomes liable to repay, whichever is earlier.

Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an Escrow Collection Bank and payable at par at places where Bids are received, except for Bidders who have opted to receive refunds through the Direct Credit, NEFT, RTGS or NECS facility. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Our Company will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by our Company as a Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Undertaking by the Company We undertake as follows: 1. That the complaints received in respect of this Issue shall be attended to expeditiously and

satisfactorily; 2. That all steps will be taken for the completion of the necessary formalities for listing and

commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within seven Working Days of finalization of the Basis of Allotment or twelve (12) Working Days from the Bid/Issue Closing Date, whichever is earlier;

3. That the funds required for making refunds as per the modes disclosed or dispatch of allotment

advice by registered post or speed post shall be made available to the Registrar to the Issue by us; 4. That where refunds are made through electronic transfer of funds, a suitable communication shall be

sent to the applicant within 12 days of the Bid/Issue Closing Date, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;

5. That our Promoters’ contribution in full has already been brought in;

6. That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within specified time;

7. That no further issue of Equity Shares shall be made till the Equity Shares offered through the Red

Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.; and

8. That, adequate arrangements shall be made to collect all Applications Supported by Blocked Amount

and to consider them similar to non-ASBA applications while finalizing the Basis of Allotment. Withdrawal of the Issue Our Company, in consultation with the Book Running Lead Manager and in accordance with the SEBI ICDR Regulations, reserves the right not to proceed with this Issue at any time after the Bid/Issue

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Opening Date but before the Allotment, without assigning any reason thereof. In such an event our Company shall issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two Working Days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one Working Day from the day of receipt of such notification. Our Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for only after Allotment and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. In the event of withdrawal of this Issue anytime after the Bid/Issue Opening Date, our Company will forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within 8 days after our Company become liable to repay it, i.e., from the date of withdrawal, then our Company, on and from the expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money. In the event that our Company decides not to proceed with this Issue after Bid/Issue Closing Date and thereafter determines that it will proceed with an initial public offering of its Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI. Utilization of the Issue proceeds The Board of Directors of our Company certifies that: 1. all monies received out of this Issue 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;

2. details of all monies utilized out of the Issue referred above shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the purpose for which such monies have been utilized;

3. details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate

separate head in the balance sheet of our Company indicating the form in which such unutilized monies have been invested; and

4. Our Company shall comply with the requirements of Clause 49 of the Listing Agreement in relation to

the disclosure and monitoring of the utilisation of the proceeds of the Issue. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received. The Book Running Lead Manager undertakes that the complaints or comments received in respect of this Issue shall be attended to by our Company expeditiously and satisfactorily. � �

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SECTION IX- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY

C. Mahendra InfoJweles Limited

Regulation in Table A to apply to the extent they are not inconsistent with Articles.

(a) The Regulations contained in Table ‘A’ of Schedule 1 of the Act shall apply in so far as and to the extent they are not consistent with any of the provisions in these articles.

(b) Wherever in the said Act it has been provided that the Company shall have any right, privilege

or authority or that Company could carry out any transaction only if the Company is so authorized its Articles then and in that case this regulation hereby authorizes and empowers the Company to have such right, privilege, authority and to carry such transaction as have been permitted by the Act without their being any specific regulation in that behalf herein provided. As illustration of such rights, authorities and transaction the following are set out with relevant sections.

The Authorized capital of our Company is ` 40 Crores divided into 4,00,00,000 Equity Shares of ` 10 each. SHARE CAPITAL AND VARIATION OF RIGHTS

Title of Article Article Number

Contents

Share Capital and Variation of rights.

5 (a) The Authorised Share Capital of the Company shall be as per paragraph V of the Memorandum of Association of the Company with rights to alter the same in whatever way as deemed fit by the Company. The Company may increase the Authorised Capital which may consist of Equity and/or Preference Shares as the Company in General Meeting may determine in accordance with the law for the time being in force relating to Companies with power to increase or reduce such capital from time to time in accordance with the Regulations of the Company and the legislative provisions for the time being in force in this behalf and with power to divide the shares in the capital for the time being into Equity Share Capital or Preference Share Capital and to attach thereto respectively any preferential, qualified or special rights, privileges or conditions and to vary, modify and abrogate the same in such manner as may be determined by or in accordance with these presents. (b) Subject to the rights of the holders of any other shares entitled by the terms of issue to preferential repayment over the equity shares in the event of winding up of the Company, the holders of the equity shares shall be entitled to be repaid the amounts of capital paid up or credited as paid up on such equity shares and all surplus assets thereafter shall belong to the holders of the equity shares in proportion to the amount paid up or credited as paid up in such equity shares respectively at the commencement of the winding up.

Increase Reduction and Alteration of Capital

6 The Company may from time to time in general meeting increase its share capital by the issue of new shares of such amounts as it thinks expedient

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On what conditions the new shares may be issued

7 Subject to the provisions of Sections 80, 81 and 85 to 90 of the Act, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto by the general meeting creating the same as shall be directed and if no direction be given as the Directors shall determine and in particular such shares may be issued subject to the provisions of the said sections with a preferential or qualified right to dividends and in distribution of assets of the Company and subject to the provisions of the said sections with special or without any right of voting and subject to the provisions of Section 80 of the Act any preference shares may be issued on the terms that they are or at the option of the Company are liable to be redeemed.

Further issue of Shares

8 (a) Where at any 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, whether out of un-issued share capital or out of the increased share capital. (I) such further shares shall be offered to the persons who at the date of offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date (ii) the offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than one month from the date of the offer within which the offer, if not accepted, will be deemed to have been declined. (iii) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice 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. (iv) after the expiry of the specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as they think most beneficial to the Company. (c) 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. (i) If a special resolution to that effect is passed by the Company in General Meeting, or (ii) 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 that general meeting (including the casting vote, if any, of the Chairman)

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by members who, being entitled so to do, 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. (d) Nothing in sub-clause (c) of (1) hereof shall be deemed: (i) To extend the time within which the offer should be accepted; or (ii) To authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation. (e) 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 : (i) 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 the Rules, if any, made by that Government in this behalf; and (ii) 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.

Shares under Control of Directors

9 Directors may allot shares as fully paid up (f) Subject to the provisions of the Act and these Articles, the Directors may issue and allot shares in the capital of the Company on payment or part payment for any property or assets of any kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to the company in the conduct of its business and any shares which may be so allotted may be issued as fully paid up or partially paid up otherwise than in cash, and if so issued, shall be deemed to be fully paid up or partly paid up shares as the case may be. Same as original capital (g) Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered as part of the original capital and shall be subject to the provisions herein contained with reference to

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the payment of calls, installments, transfers, transmission, forfeiture, lien, surrender, voting and otherwise.

Provisions to apply on issue of Redeemable Preference Shares.

10 Power to issue Redeemable Preference Shares (a) Subject to the provisions of Section 80 of the Act and subject to the provisions on which any shares may have been issued, the Company may issue preference shares, which are or at the option of the Company are liable to be redeemed within the period of fifteen years and the resolution authorizing such issue prescribe the manner, terms and conditions of redemption, the following provisions shall apply for issue (i) no such shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of Shares made for the purpose of redemption; (ii) no such shares shall be redeemed unless they are fully paid; (iii) The premium, if any, payable on redemption shall have been provided for out of the profits of the Company or out of the Company’s share premium account before the shares are redeemed. (iv) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called “the capital redemption reserve account”, a sum equal to the nominal amount of the shares redeemed; and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 80 of the Act, apply is if the capital redemption reserve account were paid up share capital of the Company. (b) Subject to the provisions of Section 80 of the Act and subject to the provisions on which any shares may have been issued, the redemption of preference shares may be effected on such terms and in such manner as may be provided in these Articles or by the terms and conditions of their issue and subject thereto in such manner as the Directors may think fit. (c) The redemption of preference shares under these provisions by the company shall not be taken as reducing the amount of its Authorised Share Capital. (d) Where in pursuance of this Article, the Company has redeemed or is about to redeem any preference shares, it shall have power to issue shares upto the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued; and accordingly the Share Capital of the Company shall not, for the purpose of calculating the fees payable under Section 611 of the Act, be deemed to be increased by the issue of shares in pursuance of this clause. Provided that where new shares are issued before redemption of the old shares, the new shares shall not so far as relates to stamp duty be deemed to have been issued in pursuance of this clause unless the old shares are redeemed within one month after the

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issue of the new shares. (e) The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be applied by the Company, in paying up un-issued shares of the Company to be issued to members of the Company as fully paid bonus shares.

Provision in case of Redemption of Preference Shares

11 The Company shall be at liberty at any time, either at one time or from time to time as the Company shall think fit, by giving not less than six months’ previous notice in writing to the holders of the preference shares to redeem at par the whole or part of the preference shares for the time being outstanding, by payment of the nominal amount thereof with dividend calculated upto the date or dates notified for payment (and for this purpose the dividend shall be deemed to accrue and due from day to day) and in the case of redemption of part of the preference shares the following provisions shall take effect: (a) The shares to be redeemed shall be determined by drawing of lots which the Company shall cause to be made at its registered office in the presence of one Director at least; and (b) Forthwith after every such drawing, the Company shall notify the shareholders whose shares have been drawn for redemption its intention to redeem such shares by payment at the registered office of the Company at the time and on the date to be named against surrender of the Certificates in respect of the shares to be so redeemed and at the time and date so notified each such shareholder shall be bound to surrender to the Company the Share Certificates in respect of the Shares to be redeemed and thereupon the Company shall pay the amount payable to such shareholders in respect of such redemption. The shares to be redeemed shall cease to carry dividend from the date named for payment as aforesaid. Where any such certificate comprises any shares which have not been drawn for redemption, the Company shall issue to the holder thereof a fresh certificate therefore. Power to Issue Sweat Equity Shares (c)The Board shall have a power to issue sweat equity shares in manner and subject to conditions contained in section 79 (A) of the Act.

Reduction of capital 12 The Company may from time to time by special resolution, subject to confirmation by the Court and subject to the provisions of Sections 78, 80 and 100 to 104 of the Act, reduce its share capital and any Capital Redemption Reserve Account or Share premium account in any manner for the time being authorised by law and in particular without prejudice to the generality of the foregoing power may be: (a) extinguishing or reducing the liability on any of its shares in respect of Share Capital not paid up; (b) either with or without extinguishing or reducing liability on any of its shares, cancel paid up share capital which is lost or is unrepresented by available assets; or (c) either with or without extinguishing or reducing liability on any of

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its shares, pay off any paid up share capital which is in excess of the wants of the Company; and may, if and so far as is necessary, after its Memorandum by reducing the amount of its share capital and of its shares accordingly.

Division, Sub-Division, Consolidation, Conversion and Cancellation of shares

13 Subject to the provisions of Section 94 of the Act, the Company in general meeting may by an ordinary resolution alter the conditions of its Memorandum as follows, that is to say, it may: (a) consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares; (b) sub-divide its shares or any of them into shares of smaller amount than originally fixed by the Memorandum subject nevertheless to the provisions of the Act in that behalf and so however that in the sub-division the proportion between the amount paid and the amount if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived and so that as between the holders of the shares resulting from such sub-division one or more of such shares may, subject to the provisions of the Act, be given any preference or advantage over the others or any other such shares. (c) convert, all or any of its fully paid up shares into stock, and re-convert that stock into fully paid up shares of any denomination. (d) cancel, shares which at the date of such general meeting have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. A cancellation of shares in pursuance of this sub-clause shall not be deemed to be reduction of share capital within the meaning of the Act.

Notice to Registrar of Consolidation of Share Capital, Conversion of shares into stocks etc.

14 (a) If the Company has : (i) consolidated and divided its Share Capital into shares of larger amount than its existing shares; (ii) converted any shares into stock; (iii) reconverted any stock into shares; (iv) sub-divided its share or any of them; (v) redeemed any redeemable preference shares; or (vi) Cancelled any shares otherwise than in connection with a reduction of Share Capital under Sections 100 to 104 of the Act. the Company shall within one month after doing so, give notice thereof to the Registrar specifying as the case may be, the shares consolidated, divided, converted, sub-divided, redeemed or cancelled or the stocks reconverted. (b) the Company shall thereupon request the Registrar to record the notice and make any alterations which may be necessary in the Company’s Memorandum or Articles or both.

Modifications of rights

15 If at any time the share capital by reason of the issue of Preference Share or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Sections 106 and 107 of the Act

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and whether or not the Company is being wound up, be varied, modified, commuted, affected or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. This Article shall not derogate from any power which the Company would have if this Article is omitted. The provisions of these Articles relating to general meetings shall mutais mutandis apply to every such separate meeting but so that if at any adjourned meeting of such holders a quorum as defined in Articles 102 is not present, those persons who are present shall be quorum.

Issue of further shares not to affect right of existing shareholders

16 The rights or privileges conferred upon the holders of the shares of any class issued with preference or other rights, shall not unless otherwise be deemed to be varied or modified or affected by the creation or issue of further shares ranking pari passu therewith.

Provisions of Sections 85 to 88 of the Act to apply

17 The provisions of Sections 85 to 88 of the Act in so far as the same may be applicable shall be observed by the Company. Register and Index of members and Debenture holders Register of Members and Debenture holders (a) The Company shall cause to be kept a Register of Members and an Index of Members in accordance with Sections 150 and 151 of the Act and Register and Index of Debenture holders in accordance with Section 152 of the Act. The Company may also keep a foreign Register of Members and Debenture holders in accordance with Section 157 of the Act. The Company shall be entitled to keep in any State or Country outside India a branch register of members resident in that State or Country. (b) The Company shall also comply with provisions of Sections 159 and 161 of the Act as to filling of Annual Returns. (c) The Company shall duly comply with the provisions of Section 163 of the Act in regard to keeping of the Registers, Indexes, copies of Annual Returns and giving inspection thereof and furnishing copies thereof.

Commencement of business

18 The Company shall comply with the provisions of Section 149 of the Act.

Restriction on allotment and Return of Allotment

19 The Board shall observe the restriction as to allotment of shares to the public contained in Sections 69 and 70 of the Act and shall cause to be made the return as to allotment provided for in Section 75 of the Act.

Shares to be numbered progressively and no shares to be sub-divided

20 The shares in the Capital shall be numbered progressively according to the several denominations and except in the manner hereinbefore mentioned no share shall be subdivided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished.

Share at the disposal of the Directors/Shares under control of

21 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

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Directors

proportion and on such terms and conditions and either at a premium or at par or (subject to 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 general meeting to give to any person the option to call for any shares either at par or at a 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 for any property sold and transferred or for services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.. Subject to the Compliance of provisions of section 81(lA) or any other provisions of the Company read with the rules or regulations and guidelines framed there under, if any, the Company have an authority to create, other, issue or allot to or for the benefit of any person(s) or Company(ies) or body(ies) corporate including Promoters or Directors or relatives and friends of Directors or employees of the Company, shares of securities of any kind whether convertible or non-convertible into shares, or warrants giving an option to holder thereof to subscribe to shares or securities of any kind whether convertible or non-convertible into shares, on such terms and conditions including condition as to price as may be determine by the general meeting authorizing issue/offer and allotment of such shares or securities on preferential basis or private placement basis or in any manner and where no such terms and conditions determined by the general meeting, on such terms and conditions including the conditions as to price as may be determined by the Board of Directors

Every share transferable etc

22 (i) The shares or other interest of any member in the Company shall be a movable property, transferable in the manner provided by the Articles. (ii) Each share in the Company shall be distinguished by its appropriate number. (iii) A Certificate under the Common Seal of the Company, specifying any shares held by any member shall be prima facie, evidence of the title of the member of such shares.

Application of premium received on issue of shares

23 (a) Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premium on those shares shall be transferred to an account to be called “the share premium account” and the provisions of the Act relating to the reduction of the Share Capital of the Company shall except as provided in this Article, apply as if the share premium account were paid up share capital of the Company. (b) The Share premium account may, notwithstanding, anything in clause (a) above, be applied by the Company: (i) in paying up un-issued shares of the Company to be issued to members of the company as fully paid bonus shares;

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(ii) in writing off the preliminary expenses of the Company; (iii) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; or (iv) in providing for the premium payable on the redemption of any redeemable preference shares or of any debenture of the Company.

Sale of fractional shares

24 If and whenever, as the result of issue of new or further shares or any consolidation or sub-division of shares, any share are held by members in fractions, the Directors shall, subject to the provisions of the Act and the Articles and to the directions of the Company in general meeting, if any, sell those shares, which members hold in fractions, for the best price reasonably obtainable and shall pay and distribute to and amongst the members entitled to such shares in due proportion, the net proceeds of the sale thereof. For the purpose of giving effect to any such sale the Directors may authorise any person to transfer the shares sold to the purchaser thereof, comprised in any such transfer and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Acceptance of Shares

25 (a)An application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of any shares therein shall be an acceptance of shares within the meaning of these Articles and every person who thus or otherwise accepts any shares and whose name is on the Register of Members shall for the purpose of these Articles be a member. The Director shall comply with the provisions of Sections 69, 70, 71, 72 and 73 of the Act in so far as they are applicable. Power of Company to purchase its own Securities (b)Notwithstanding anything contained in the Act, but subject to the provision of Sub-section (2) and Section 77 B of the Act, the Company shall have power to purchase its own shares or other specified securities (Referred to as Buy-Back) from. (A)Out of free Reserve or, (B)Out of Share Premium Account or, (C)Out of proceeds of an earlier Issue other than fresh Issue of share made specifically for the purpose of Buy-Back Shares.

Deposits and calls etc, to be a debt payable immediately

26 The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, immediately, on the insertion of the name of the allottee in the Register of Members as the name of the holder of such shares become a debt, due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

Trusts not recognised 27 Save as herein provided, the Company shall be entitled to treat the person whose name appears on the Register of Members as the holder of any share as the absolute owner thereof, and accordingly shall not (except as ordered by a Court of competent jurisdiction or

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as by law required) be bound to recognise any benami, trust of equity or equitable, contingent, future, or partial or other claim or claims or right to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof and the provisions of Section 153 of the Act shall apply.

Issue of Certificate of Shares to be governed by Section 84 of the Act etc

28 (a) The issue of certificates of shares or of duplicate or renewal of certificates of Shares shall be governed by the provisions of Section 84 and other provisions of the Act, as may be applicable and by the Rules or notifications or orders, If any, which may be prescribed or made by competent authority under the Act or Rules or any other law. The Directors may also comply with the provisions of such rules or regulations of any stock exchange where the shares of the Company may be listed for the time being. Certificate of Shares (b) The certificate of title to shares shall be issued under the Seal of the Company and shall be signed by such Directors or Officers or other authorised persons as may be prescribed by the Rules made under the Act from time to time and subject thereto shall be signed in such manner and by such persons as the Directors may determine from time to time. (c) The Company shall comply with all rules and regulations and other directions which may be made by any competent authority under Section 84 of the Act.

Limitation of time of issue of certificate

29 (a) Every member shall be entitled, without payment, toreceive one Certificate for all the Shares of each class or denomination registered in his 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 the time provided by Section 113 of the Act unless the conditions of issue thereof otherwise provide. Every certificate of shares shall be under the seal of the Company and shall specify the number and distinctive numbers of the shares in respect of which it is issued and the amount paid up thereon and shall be in such form as the Director shall prescribe or approve provided that in respect of a Share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holders. (b) Notwithstanding anything contained in Clause (a) above the Directors shall, however, comply with such requirements of the Stock Exchange where Shares of the Company may be listed or such requirements of any rules made under the Act or such requirements of the Securities Contracts (Regulation) Act, 1956 as may be applicable.

Issue of new certificate in place of one defaced, lost or destroyed

30 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

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Certificate be 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, a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every certificates under this Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Re.1/- for each certificate) as the Directors shall prescribe. Out-of-pocket expenses incurred by the Company in investigating the evidence as to the loss or destruction shall be paid to the Company if demanded by the Directors. Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulations or requirements of any Stock Exchange or the Rules made under the Act or the Rules made under Securities Contract (Regulation) Act, 1956 or any other Act, or Rules applicable in this behalf. The provision of this Article shall mutatis mutandis apply to debenture of the Company.

Interest out of Capital

31 Where any shares are issued for the purposes of raising money to defray the expenses of the construction of any works or building or the provisions of any plant, which cannot be made profitable for lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid up, for the period, at the rate and subject to the conditions and restrictions provided by Section 208 of the Act and may charge the same to capital as part of the cost of construction of the work or building or the provision of the plant.

Power to pay certain commission and prohibition of payment of all other commissions, discounts etc.

32 [A] The Company may pay a commission to any person in consideration of : (i) his subscribing or agreeing to subscribe whether absolutely or conditionally, for any shares in or debentures of the Company, subject to the restrictions specified in sub-section (4A) of Section 76 of the Act, or (ii) his procuring or agreeing to procure subscriptions, whether absolute or conditional for any shares in or debentures of the Company, if the following conditions are fulfilled, namely : (a) the commission paid or agreed to be paid does not exceed in the case of shares, five percent of the price at which the shares are issued and in the case of debentures, two and half percent of the price at which the debentures are issued; (b) the amount or rate percent of the commission paid or agreed to be paid on shares or debentures offered to the public for subscription, is disclosed in the Prospectus, and in the case of shares or debentures not offered to the public for subscription, is disclosed in the Statement in lieu of Prospectus and filed before the payment of the commission with the Registrar, and where a circular or notice, not being a Prospectus inviting subscription for the shares or debentures is issued is also disclosed in that circular or notice; (c) the number of shares or debentures which such persons have

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agreed for a commission to subscribe, absolutely or conditionally is disclosed in the manner aforesaid and (d) a copy of the contract for the payment of commission is delivered to the Registrar at the time of delivery of the prospectus or the statement in lieu of prospectus for registration. [B] Save as aforesaid and save as provided in Section 75 of the Act, the Company shall not allot any of its shares or debentures or apply any of its moneys, either directly or indirectly, in payment of any commission, discount or allowance, to any person in consideration of : (i) his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in, or debentures of the Company or; (ii)his procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any shares in, or debentures of the Company whether the shares, debentures or money be so allotted or applied by, being added to the purchase money of any property acquired by the Company or to the contract price of any work to be executed for the Company or the money be paid out of the nominal purchase money or contract price, or otherwise. [C] Nothing in this Article shall affect the power of the Company to pay such brokerage as it has hereto before been lawful for the Company to pay. [D] A vendor to, promoter of, or other person who receives payment in shares, debentures or money from the Company shall have and shall be deemed always to have had power to apply any part of the shares, debentures or money so received for payment of any commission, the payment of which, if made directly by the Company would have been legal under Section 76 of the Act. [E] The commission may be paid or satisfied (subject to the provisions of the Act and these Articles) in cash, or in shares, debentures or debenture-stocks of the Company.

CALLS

Director may make calls

33 The Directors may from time to time and subject to Section 91 of the Act and subject to the terms on which any shares/debentures may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls as they think fit upon the members/debenture holders in respect of all moneys unpaid on the shares/debentures held by them respectively and such member/debenture holders shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors. A call may be made payable by installments. A call may be postponed or revoked as the Board may determine.

Calls to date from resolution

34 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed and may be made payable by members/debenture holders on a subsequent date to be specified by the Directors.

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Notice of call 35 Thirty days notice in writing shall be given by the Company of every calls made payable otherwise than on allotment specifying the time and place of payment provided that before the time of payment of such call, the Directors may by notice in writing to the members/debenture holders revoke the same.

Directors may extend time

36 The Directors may, from time to time, at their discretion, extend the time fixed for the payment of any call, and may extend such time as to all or any of the members/debenture holders who from residence at a distance or other cause, the Directors may deem fairly entitled to such extension, but no member/debenture holder shall be entitled to such extension, save as a matter of grace and favor.

Sums deemed to be calls

37 Any sum, which by the terms of issue of share/debenture becomes payable on allotment or at any fixed date whether on account of the nominal value of the share/debenture or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified.

Installments on shares to be duly paid

38 If by the condition of allotment of any shares the whole or part of the amount of issue price thereof shall be payable by installments, every such installment shall, when due, be paid to the Company by the person who, for the time being and from time to time, shall be the registered holder of the share of his legal representative.

Calls on shares of the same class to be made on uniform basis

39 Where any calls for further Share Capital are made on shares, such calls shall be made on a uniform basis on all shares falling under the same class. Explanation : For the purpose of this provisions, shares of the same nominal value on which different amounts have been paid up shall not be deemed to fall under the same class.

Liability of joint holders of share

Liability of joint holders of share

40 The joint holders of a share shall be severally as well as jointly liable for the payment of all installment and calls due in respect of such shares.

When interest on call or Installment payable

41 If the sum payable in respect of any call or installment be not paid on or before the day appointed for payment thereof or any such extension thereof, the holder for the time being or allottee of the share in respect of which a call shall have been made or the installment shall be due, shall pay interest as shall be fixed by the Board from the day appointed for the payment thereof or any such extension thereof to time of actual payment but the Directors may waive payment of such interest wholly or in part.

Partial payment not to 42 Neither a judgment nor a decree in favour of the Company for calls

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preclude forfeiture or other moneys due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any money which shall from time to time be due from any member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture of such shares as herein provided.

Proof on trial of suits for money due on shares

43 On the trial or hearing of any action or suit brought by the Company against any member or his legal representative for the recovery of any money claimed to be due to the Company in respect of any shares it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered appears in the Register of Members as the holder or one of the holders, at or subsequent to the date at which the money sought to be recovered is alleged to have become due, of the shares in respect of which such money is sought to be recovered, and that the resolution making the call is duly recorded in the Minutes Book; and that the notice of such call was duly given to the member or his representatives, sued in pursuance of these presents; and it shall not be necessary to prove the appointment of the Directors who made such calls nor that a quorum of Directors was present at the Board at which any call was made, nor that the meeting at which any call was made was duly convened or constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

Payment in anticipation of calls may carry interest

44 (a) The Directors may, if they think fit, subject to the provision of Section 92 of the Act, agree to and receive from any member willing to advance the same whole or any part of the moneys due upon the shares held by him beyond the sums actually called for, and upon the amount so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate, to the member paying such sum in advance and the Directors agree upon provided that money paid in advance of calls not confer a right to participate in profits or dividends. The Directors may at any time repay the amount so advanced. (b) The member shall not however 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. (c)The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the Company.

Term of issue of Debenture

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Partial payment not to preclude forfeiture

45 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 conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting, appointment 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.

LIEN Company’s lien on Shares/Debentures

46 . The Company shall have first and paramount lien upon all the shares/debentures (other than fully paid up shares/debentures) registered in the name of each member/debenture holder (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 shares/debentures shall be created except upon the footing and condition that Article 25 hereof will have full effect. 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 share/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.

As to enforcing lien by sale

47 For the purpose of enforcing such lien, the Board may sell the shares/debentures subject thereto in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such shares and/or debentures and may authorise one of their member or appoint any officer or agent to execute a transfer thereof on behalf of and in the name of such member/debenture holder. No sale shall be made until such period, as may be stipulated by the Board from time to time, and until notice in writing of the intention to sell shall have been served on such member and/or debenture holder or his legal representatives and default shall have been made by him or them in payment, fulfillment, or discharge of such debts, liabilities or engagements for fourteen days after such notice.

Application of proceeds of sale

48 (a) The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the persons entitled to the shares and/or debentures at the date of the sale.

Outsiders lien not to affect Company’s lien

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(b) The Company shall be entitled to treat the registered holder of any share or debenture as the absolute owner thereof and accordingly shall not (except as ordered by a Court of competent jurisdiction or by statute required) be bound to recognise equitable or other claim to, or interest in, such shares or debentures on the part of any other person. The Company’s lien shall prevail notwithstanding that it has received notice of any such claims.

FORFEITURE If call or installment not paid notice must be given

49 (a) If any member or debenture holder fails to pay the whole or any part of any call or installment or any money due in respect of any share or debentures either by way of principal or interest on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Directors may at any time thereafter, during such time as the call or any installment or any part thereof or other moneys remain unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such member or debenture holder or on the person (if any) entitled to the share by transmission requiring him to pay such call or installment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. Form of Notice (b) The notice shall name a day not being less than one month from the date of the notice and a place or places, on and at which such call, or installment or such part or other moneys as aforesaid and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non payment of call amount with interest at or before the time and at the place appointed, the shares or debentures in respect of which the call was made or installment or such part or other moneys is or are payable will be liable to be forfeited.

In default of payment shares or debentures to be forfeited

50 If the requirements of any such notice as aforesaid are not complied with any share/debenture in respect of which such notice has been given, may at any time thereafter before payment of all calls or installments, interest and expenses or other moneys due in respect thereof, be forfeited by a resolution of the Directors to that effect. Neither the receipt by the Company of a portion of any money which shall from time to time be due from any member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the company, in respect of the payment of any such money, shall preclude the company from thereafter proceeding to enforce a forfeiture of such shares as herein provided. Such forfeiture shall include all dividends declared

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or interest paid or any other moneys payable in respect of the forfeited shares or debentures and not actually paid before the forfeiture.

Entry of forfeiture in Register of member/debenture holders

51 When any shares/debenture shall have been so forfeited, notice of the forfeiture shall be given to the member or debenture holder in whose name in stood, immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register of members or debenture holders but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid

Forfeited share/debenture to be property of Company and may be sold

52 Any share or debenture so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of either to the original holder or to any other person upon such terms and in such manner as the Directors shall think fit.

Power to annul forfeiture

53 The Directors may, at any time, before any share or debenture so forfeited shall have been sold, re-allotted or otherwise disposed of, annul forfeiture thereof upon such conditions as they think fit.

Shareholders or Debenture holders still liable to pay money owing at time of forfeiture and interest

54 Any member or debenture holder whose shares or debentures have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company, all calls, installments, interest expenses and other money owing upon or in respect of such shares or debentures at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment at such rate as the Directors may determine, and the Directors may enforce the payment of the whole or a portion thereof, if they think fit, but shall not be under any obligation to do so.

Effect of forfeiture 55 The forfeiture of a share or debenture shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share or debenture and all other rights incidental to the share or debenture, except only such of those rights as by these Articles are expressly saved.

Certificate of forfeiture

56 A Certificate in writing under the hand of one Director and counter signed by the Secretary or any other officer authorised by the Directors for the purpose, that the call in respect of a Share or debenture was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share or debenture was made by the resolution of Directors to that effect shall be conclusive evidence of the facts stated therein as against all persons entitled to such share or debenture.

Validity of sales under Articles 45 and 50 Validity of sales under Articles 45 and 50

57 Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinabove given, the Directors may, if necessary, appoint some person to execute an instrument of transfer of the shares or debentures sold and cause the purchaser’s name to be entered in the Register of members or Register of debenture holders in respect of the shares or debentures sold, and the purchaser shall not be bound to see to the

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regularity of the proceedings, or to the application of the purchase money and after his name has been entered in the Register of members or debenture holders in respect of such shares or debentures the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be for damages only and against the Company exclusively.

Cancellation of share/debenture Certificate in respect of forfeited shares/debentures

58 Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate/s originally issued in respect of the relative shares or debentures shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting member or debenture holder) stand cancelled and become null and void and be of no effect, and the Directors shall be entitled to issue a duplicate certificate/s in respect of the said shares or debentures to the person/s entitled thereto.

Title of purchaser and allottee of forfeited shares/debentures

59 The Company may receive the consideration, if any, given for the share or debenture on any sale, re-allotment of other disposition thereof, and the person to whom such share or debenture is sold, re-allotted or disposed of may be registered as the holder of the share or debenture and shall not be bound to see to the application of the consideration, if any, nor shall his title to the share or debenture be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share or debenture.

Surrender of Shares or Debentures

60 The Directors may, subject to the provisions of the Act, accept a surrender of any share or debenture from or by any member or debenture holder desirous of surrendering them on such terms as they think fit.

TRANSFER AND TRANSMISSION OF SHARES AND DEBENTURES Register of transfers

61 The company shall keep a book to be called the “Register of Transfers” and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share .

Form of transfer 62 The instrument of transfer shall be in writing and all the provisions of Section 108 of the Act, shall be duly complied with in respect of all transfer of shares and registration thereof.

Instrument of transfer to be executed by transferor and transferee

63 Every such instrument of transfer shall be signed both by the transferor and transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register of Members in respect thereof.

Directors may refuse to register transfer Directors may refuse to register transfer

64 (a) Subject to the provisions of Section 111 of the Act, 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

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by the circumstances that the proposed transferee is already a member of the Company but in such cases 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 a 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. (b) Nothing in Sections 108, 109 and 110 of the Act shall prejudice this power to refuse to register the transfer of, or the transmission on legal documents by operation of law of the rights to, any shares or interest of a member in, any shares or debentures of the Company.

Transfer of shares 65 (a) An application of registration of the transfer of shares may be made either by the transferor or the transferee provided that where such application is made by the transferor, no registration shall in the case of partly paid shares be effected unless the Company gives notice of the application to the transferee and subject to the provisions of Clause (d) of this Article, the Company shall unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register of members the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee. (b) For the purpose of clause (a) above notice to the transferee shall be deemed to have been duly given if sent by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered to him in the ordinary course of post. (c) It shall not be lawful for the Company to register a transfer of any shares unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation if any, of the transferee has been delivered to the Company alongwith the Certificate relating to the shares and if no such Certificate is in existence, alongwith the letter of allotment of shares. The Directors may also call for such other evidence as may reasonably be required to show the right of the transferor to make the transfer provided that where it is proved to the satisfaction of the Directors of the Company that an instrument of transfer signed by the transferor and the transferee has been lost, the Company may, if the Directors think fit, on an application in writing made by the transferee and bearing the stamp required by an instrument of transfer register the transfer on such terms as to indemnity as the Directors may think fit.

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(d) Nothing in clause (c) above shall prejudice any power of the company to register as shareholder any person to whom the right to any share has been transmitted by operation of law. (e) The company shall accept all applications for transfer of shares/debentures, however, this condition shall not apply to requests received by the company; (A)for splitting of a share or debenture certificate into several scripts of very small denominations; (B)proposals for transfer of shares/debentures comprised in a share/debenture certificate to several parties involving, splitting of a share/debenture certificate into small denominations and that such split/transfer appears to be unreasonable or without any genuine need. (i)transfer of Equity shares/debentures made in pursuance of any statutory provision or an order of a competent court of law; (ii)the transfer of the entire Equity shares/debentures by an existing shareholder/debenture holder of the Company holding under one folio less than 10 (ten) Equity Shares or 10 (ten) debentures (all relating to the same series) less than in market lots by a single transfer to a single or joint transferee. (jii) the transfer of not less than 10 (ten) Equity shares or 10 (ten) debentures (all relating to the same series) in favour of the same transferee(s) under two or more transfer deeds, out of which one or more relate(s) to the transfer of less than 10 (ten) Equity Shares/ 10 (ten) debentures. (iv) the transfer of less than 10 (ten) Equity shares or 10 (ten) debentures (all relating to the same series) to the existing share holder/debenture holder subject to verification by the Company. Provided that the Board may in its absolute discretion waive the aforesaid conditions in a fit and proper case(s) and the decision of the Board shall be final in such case(s). (f) Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer of any share.

Custody of Instrument of transfer

66 (a)

The instrument of transfer shall after registration be retained by the Company and shall remain in their custody. All instruments of transfer which the Directors may decline to register, shall on demand be returned to the persons depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company

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(b) (c) (d) (e)

after such period as they may determine. Dematerialization/Rematerialisation Notwithstanding anything contained in these Articles the Company shall be entitled to dematerialise its securities and to offer securities in a dematerialised from pursuant to the Depository Act, 1996. Option for Investors Every holder of or subscriber to securities of the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the Securities can at any time option out of a Depository, if permitted, by the law, in respect of any security in the manner provided by the Depositories Act, 1996 and the Company shall in the manner and within the time prescribed, issued to the beneficial owner the required Certificates for the Securities. If a person opts to hold its Security with Depositary, the Company shall intimate such depository the details of allotment of the Security. Securities in Depository to be in fungible form All securities of the Company held by the Depository shall be dematerialized and be in fungible form. Nothing contained in Sections 153, 153A, 153B, 187C and 372A of the Act shall apply to a Depository in respect of the Securities of the Company held by it on behalf of the beneficial owners. Rights of Depositories and Beneficial Owners (i)Notwithstanding any thing to the contrary contained in the Act a Depository shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of Security of the Company on behalf of the beneficial owner. (ii) Save as otherwise provided in (i) above, the depository as the registered owner of the Securities shall not have any voting rights or any other rights in respect of the Securities held by it. (iii)Every person holding Securities of the Company and whose name is entered as the beneficial owner in the record of the depository shall be deemed to be a member of the Company. The beneficial owner of Securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his Securities which are held by a depository. Service of Documents Notwithstanding anything contained in the Act to the contrary, where Securities of the Company are held in depository, the records of the beneficial ownership may be served by such depository to the

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(f) (g) (h) (i) (j)

Company by means of electronic mode or by delivery of floppies or discs. Transfer or Securities Nothing contained in Section 108 of the Act, shall apply to a transfer of Securities effect by a transferor and transferee both of whom are entered as beneficial owners in the record of a depository. Allotment of Securities dealt with in a depository Notwithstanding anything contained in the Act, where Securities are dealt with by a depository the Company shall intimate the details thereof to the depository immediately on allotment of such securities. Register and Index of Members The company shall cause to be kept at its Registered Office or at such other place as may be decided, Register and Index of Members in accordance with Sections 150 and 151 and other applicable provisions of the Act and the Depositories Act. 1996 with the details of Shares held in physical and dematerialised forms in any media as my be permitted by law including in any form of electronic media. The Register and Index of beneficial owners maintained by a-depository under Section 11 of the Depositories Act, 1996 shall be deemed to be the Register and Index of Members for the purpose of this Act. The Company shall have the power to keep in any state or country outside India, a Register of Members for the residents in that state or Country. Applicability of the depositories Act In case of transfer of shares, debentures and other marketable securities, where the Company has not issued any certificate and where such shares, debentures or securities are being held in an electronic and fungible form with a Depository, the provisions of the Depositories Act, 1996 shall apply.

Transfer books and Register of members when closed Applicability of the depositories Act 67 The Board shall have power on giving not less than

seven days’ previous notice by advertisement in some newspaper circulating in the district in which the office of the Company is situate, to close the Transfer books, the Register of members or Register of debenture holders at such time or times and for such period or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty five days in each

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year. Transfer to Minors etc. 68 Only fully paid shares or debentures shall be

transferred to a minor acting through his/her legal or natural guardian. Under no circumstances, shares or debentures be transferred to any insolvent or a person of unsound mind.

Title to shares of deceased holder 69 The executors or administrators of a deceased member (not being one or two or more joint holders) or the holder of a deceased member (not being one or two or more joint holders) shall be the only persons whom the Company will be bound to recognise as having any title to the shares registered in the name of such member, and the company shall not be bound to recognise such executors or administrators or the legal representatives unless they shall have first obtained Probate or Letters of Administration or a Succession Certificate, as the case may be, from a duly constituted competent Court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with the production of Probate or Letter of Administration or a Succession Certificate upon such terms as to indemnity or otherwise as the Directors in their absolute discretion may think necessary and under Article 70 register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member, as a member.

Registration of persons entitled to share otherwise than by transfer

70 (a)

Subject to the provisions of Articles 67 and 77 (d), any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by a transfer in accordance with these presents, may with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of such titles as the Directors shall think sufficient, either be registered himself as a member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a member in respect of such shares. Provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with provisions herein contained and until he does so, he shall not be free from any liability in respect of such shares. A transfer of the shares or other interest in the

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(b)

Company of a deceased member thereof made by his legal representative shall, although the legal representative is not himself a member be as valid as if he had been a member at the time of the execution of the instrument of transfer.

Claimant to be entitled to same advantage

71 The person becoming entitled to a share by reason of the death, lunacy, bankruptcy or insolvency of the holder shall be entitled to the same dividends and others advantages to which he would be entitled as if he were registered holder of the shares except that he shall not before being registered as a member in respect of the share, be entitled in respect of it, to exercise any right conferred by membership in relation to the meeting of the Company provided that the Board may at any time give notice requiring any such persons to elect either to be registered himself or to transfer shares and if the notice is not complied within sixty days, the Board may thereafter withhold payment of all dividends, interests, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

Persons entitled may receive dividend without being registered as member

72 A person entitled to a share by transmission shall, subject to the right of the Directors to retain such dividends, bonuses or moneys as hereinafter provided be entitled to receive, and may give a discharge for any dividends, bonuses or other moneys payable in respect of the share/ debenture.

73 Article 70 shall not prejudice the provisions of Articles 44 and 55.

Refusal to register nominee 74 The Directors shall have the same right to refuse on legal ground to register a person entitled by transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration

Directors may require evidence of transmission

75 Every transmission of a share shall be verified in such manner as the Directors may require, and the Company may refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.

No Fee on transfer or transmission 76 No fees shall be charged for registration of transfer, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other documents

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The Company not liable for disregard of a notice prohibiting registration of transfer

77 The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Directors shall so think fit.

78 The provisions of these Articles shall mutatis mutandis apply to the transfer or transmission by operation of law, of debentures of the Company.

JOINT HOLDERS JOINT HOLDERS

79 Where two or more persons are registered as the holders of any shares/debentures, they shall be deemed (so far as the Company is concerned) to hold the same as joint tenants with benefits of survivorship subject to the following and other provisions contained in these Articles. No transfer to more than four persons as joint-holders (a) The joint holders of any share/debenture shall be liable severally four persons as the holders of any share/debenture. Transfer by joint holders (b) In the case of a transfer of shares/ debentures held by joint holders, the transfer will be effective only if it is made by all the joint holders. Liability of joint holders (c) The joint holders of any share/debenture shall be liable severally as well as jointly for and in respect of all calls or installments and other payments which ought to be made in respect of such share/debenture.

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Death of one or more joint holders (d) On the death of any one or more of such joint holders the survivor/ survivors shall be the only person or persons recognised by the company as having any title to the share/debenture, but the Directors may require such evidence of death as they may deem fit, and nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares/debentures held by him jointly with any other person. Receipt of one sufficient (e) Any one of such joint holders may give effectual receipts of any dividends, interests or other moneys payable in respect of such share/debenture. Delivery of certificate and giving of notices to first named holder (f) Only the person whose name stands first in the Register of Members/debenture holders as one of the joint holder of any shares/debentures shall be entitled to the delivery of the certificate relating to such share/debenture or to receive notice (which expression shall be deemed to include all documents as defined in Article (2) (a) hereof and any document served on or sent to such person shall be deemed service on all the joint holders. Vote of joint holders (g) (i)Any one of two or more joint holders may vote at any meeting either personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then that one of such persons so present whose name stands first or higher (as the case may be) on the Register in respect of such share shall alone be entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to be present at the meeting provided always that a joint holder present at any meeting personally shall be entitled to vote in preference to a joint holder present by Attorney or by proxy although the name of such joint holder present by an Attorney or proxy although the name of such joint holder present by an Attorney or proxy stands first or higher (as the case may be) in the Register in respect of such shares.

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(ii) Several executors or administrators of a deceased member in whose (deceased member) sole name any share stands shall for the purpose of this clause be deemed joint holders.

BORROWING POWERS Restriction on powers of the Board

80 The Board of Directors shall not, except with the consent of the Company in general meeting and subject to Article 172 of articles of the Association of the Company: (a) sell, lease or otherwise dispose of the whole or substantially the whole, of the undertaking of the Company, or where the Company owns more than one undertaking of the whole, or substantially the whole, of any such undertaking. (b) remit, or give time for the repayment of any debt due by a Director. (c) invest, otherwise than in trust securities the amount of compensation received by the Company in respect of the compulsory acquisition alter the commencement of this Act, of any such undertaking as is referred to in clause (a) or of any premises or properties used for any such undertaking and without which it can not be carried on or can be carried on only with difficulty or only after a considerable time. (d) borrow monies where the moneys to be borrowed, together with the moneys already borrowed by the company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose. (e) contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, any amounts the aggregate of which will, in any financial year, exceed fifty thousand rupees or five percent, of its average net profits as determined in accordance with the provisions of Sections 349 and 350 of the Act during the three financial years immediately preceding whichever is greater.

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Explanation : Every resolution passed by the Company in general meeting in relation to the exercise of the power referred to in clause (d) or in clause (e) shall specify the total amount upto which money may be borrowed by the Board of Directors under clause (d) or as the case may be, the total amount which may be contributed to charitable and other funds in any financial year under clause (e).

Conditions on which money may be borrowed

81 The Directors may raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the issue of bonds, perpetual or redeemable, debenture or debenture stocks or any mortgage or charge or other security on the undertaking of the whole or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

Bonds, debentures etc. to be subject to control of Directors

82 Any bonds, debentures, debenture stocks or other securities issued or to be issued by the Company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company. Provided that bonds, debentures, debenture stock or other securities so issued or to be issued by the Company with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in general meeting by a special resolution

Securities may be assignable free from equities

83 Debentures, debenture stocks, bonds or other securities may be made assignable free from any equities between the company and the person to whom the same may be issued

Issue at discount etc. or with special privileges

84 Any bonds, debenture stocks, or other securities may be issued, subject to the provisions of the Act, at a discount premium or otherwise and with any special privileges as to redemption, surrender, drawings, appointment of Directors and otherwise and subject to the following : Debentures with voting rights not to be issued (a) The Company shall not issue any debentures carrying voting rights at any meeting of the Company whether generally or in respect of particular classes of business. (b) The Company shall have power to reissue redeemed debentures in certain cases in accordance

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Limitation of time for issue of certificate Right to obtain copies of and inspect Trust Deed

with Section 121 of the Act. (c) Payment of certain debts out of assets subject to floating charge in priority to claims under the charge may be made in accordance with the provisions of Section 123 of the Act. (d) Certain charges mentioned in Section 125 of the Act shall be void against the liquidators or creditors unless registered as provided in Section 125 of the Act. (e) The term ‘charge’ shall include mortgage in these Articles. (f) A contract with the Company to take up and pay for any debentures of the Company may be enforced by a decree for specific performance. (g) The Company shall, within three months after the allotment of any of its debentures or debenture stock, and within one month after the application for the registration of the transfer of any such debentures or debenture stocks have complete and have ready for delivery the Certificate of all the debentures and the Certificates of all debenture stocks allotted or transferred unless the conditions of issue of the debentures or debenture stocks otherwise provide. The expression ‘transfer’ for the purpose of this clause means a transfer dully stamped and otherwise valid and does not include any transfer which the company is for any reason entitled to refuse to register and does not register. (h) A copy of any Trust Deed for securing any issue of debentures shall be forwarded to the holder of any such debentures or any member of the Company at his request and within seven days of the making thereof on payment. (1) In the case of a printed Trust Deed of the sum of Rupee One and (2) In the case of a Trust Deed which has not been printed of thirty seven paise for every one hundred words or fractional part thereof required to be copied. (ii) The Trust Deed referred to in item (i) above shall

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also be open to inspection by any member or debenture holder of the Company in the same manner, to the same extent, and on payment of the same fees, as if it were the Register of Members of the Company.

Mortgage of uncalled capital

85 If any uncalled capital of the Company is included in or charged by any mortgage or other security the Directors shall, subject to the provisions of the Act and these Articles, make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed.

Indemnity may be given 86 If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability.

Registration of charges

87 (a) The provisions of the Act relating to registration of charges shall be complied with. (b) In the case of a charge created out of India and comprising solely property situated outside India, the provisions of Section 125 of the Act shall also be complied with. (c) Where a charge is created in India but comprises property outside India, the instrument creating or purporting to create the charge under Section 125 of the Act or a copy thereof verified in the prescribed manner, may be filed for registration, notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situate, as provided by Section 125 of the Act. (d) Where any charge on any property of the Company required to be registered under Section 125 of the Act has been so registered any person acquiring such property or any part thereof or any share or interest therein shall be deemed to have notice of the charge as from the date of such registration. (e) In respect of registration of charges on properties acquired subject to charge, the provisions of Section 127 of the Act shall be complied with.

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(f) The Company shall comply with the provisions of Section 128 of the Act relating to particulars in case of series of debentures entitling holders pari passu. (g) The Company shall comply with the provisions of Section 129 of the Act in regard to registration of particulars of commission, allowance or discount paid or made, directly or indirectly, in connection with the debentures. (h) The provisions of Section 133 of the Act as to endorsement of Certificate of registration on debenture or Certificate of debenture stock shall be complied with by the Company. (i) The Company shall comply with the provisions of Section 134 of the Act as regards registration of particulars of every charge and of every series of debentures. (j) As to modification of charges the Company shall comply with the provisions of Section 135 of the Act. (k) The Company shall comply with the provisions of Section 136 of the Act regarding keeping a copy of instrument creating charge at the registered officer of the company and comply with the provisions of Section 137 of the Act in regard to entering in the register of charges any appointment of Receiver or Manager as therein provided. (l) The Company shall also comply with the provisions of Section 138 of the Act as to reporting satisfaction of any charge and procedure thereafter. (m) The Company shall keep at its registered office a Register of charges and enter therein all charges specifically affecting any property of the Company and all floating charges on the undertaking or on any property of the company giving in each case. (i) a short description of the property charged. (ii) the amount of the charge; and (iii) except in the case of securities to bearer, the names of persons entitled to the charge.

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(n) Any creditor or member of the Company and any other person shall have the right to inspect copies of instruments creating charges and the Company’s Register of charges in accordance with and subject to the provisions of Section 144 of the Act.

Trust not recognised 88 No notice of any trust, express or implied or constructive, shall be entered on the Register of Debenture holders.

SHARE WARRANTS Powers to issue share warrants 89 The Company may issue share warrants subject to

and in accordance with the provisions of Sections 114 and 115 of the Act and accordingly, the Board may, in its discretion, with respect to any share which is fully paid upon application in writing signed by the persons registered as holder of the share and authenticated by such evidence (if any) as the Board may, from time to time require as to the identity of the person signing the application, and on receiving the certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may, from time to time, require, issue a share warrant.

Deposit of share warrants 90 (a) The bearer of a share warrant may at any time deposit the warrant at the office of the Company and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, and of attending, and voting, and exercising the other privileges of a Member at any meeting held after the expiry of two clear days from the time of deposit, as if his name were inserted in the Register of Members as the holder of the share included in the deposited warrant. (b) Not more than one person shall be recognised as depositor of the Share Warrant. (c) The Company shall on two days’ written notice return the deposited share warrant to the depositor.

Privileges and disabilities of the holders of share warrant

91 (a) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a requisition for calling a meeting of the Company, or attend, or vote or exercise any of the privileges of a member at a meeting of the Company, or be entitled

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to receive any notice from the Company. (b) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register of members as the holder of the shares included in the warrant and he shall be a member of the Company.

Issue of new share warrant or coupon 92 The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION Shares may be converted into stock

93 The Company in general meeting may convert any paid up shares into stock and when any shares shall have been converted into stock, the several holders of such stock may thenceforth transfer their respective interest therein or any part of such interests, in the same manner and subject to the same regulations as, and subject to which shares from which the stock arise might have been transferred, if no such conversion had taken place, or as near thereto as circumstances will admit. The Company may at any time reconvert any stock into paid up shares of any denomination.

Rights of stock holders 94 The holders of stock shall, according to the amount of stock, held by them have the same right, privileges and advantages as regards dividends, voting at meeting of the Company and other matters, as if they held the share from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and the assets on winding up) shall be conferred by an amount of stock which would not if existing in shares, have conferred that privilege or advantage.

GENERAL MEETINGS Annual General Meeting 95 Subject to the provisions contained in Sections 166

and 210 of the Act, as far as applicable, the Company shall in each year hold, in addition to any other meetings, a general meeting as its annual general meeting, and shall specify, the meeting as such in the Notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next. Provided that if the Registrar for any special reason,

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extends the time within which any annual general meeting shall be held, then such annual general meeting may be held within such extended period. Summary of Annual General Meeting The Company may in any one general meeting fix the place for its any annual general meetings. Every member of the Company shall be entitled to attend either in person or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any general meeting which he attends on any part of the business which concerns him as Auditor. At every annual general meeting of the Company, there shall be laid on the table, the Director’s report, the audited statements of accounts and auditor’s report (if any, not already incorporated in the audited statements of accounts). The proxy registered with the Company and Register of Director’s Share holdings of which latter register shall remain open and accessible during the continuance of the meeting. The Board shall cause to prepare the Annual list of members, summary of Share Capital, Balance Sheet and Profit and Loss Account and forward the same to the Registrar in accordance with Sections 159, 161 and 220 of the Act.

Time and place of Annual General Meeting

96 Every annual general meeting shall be called at any time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situate, and the notice calling the meeting shall specify it as the annual general meeting.

Sections 171 to 186 of the Act shall apply to meetings

97 Sections 171 to 186 of the Act with such adaptations and modifications, if any, as may be prescribed shall apply with respect to meetings of any class of members or debenture holders of the Company in like manner as they apply with respect to general meetings of the Company.

Powers of Director’s to call Extraordinary General meeting

98 The Directors may call an extraordinary general meeting of the Company whenever they think fit.

Calling of Extra Ordinary General Meeting on requisition

99 a) The Board of Directors of the Company shall on the requisition of such number of members of the Company as is specified in clause (d) of this Article,

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forthwith proceed duly to call an Extraordinary general meeting of the Company. (b) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the registered office of the Company. (c) The requisition may consist of several documents in the like form, each signed by one or more requisitionists. (d) The number of members entitled to requisition a meeting in regard to any matter shall be such number of them as hold at the date of the deposit of the requisition not less than one-tenth of such of the paid up share capital of the Company as at that date carried the right of voting in regard to that matter. (e) Where two or more distinct matters are specified in the requisition the provisions of clause (d) above, shall apply separately in regard to each such matter; and the requisition shall accordingly be valid only in respect of those matters in regard to which the condition specified in that clause is fulfilled. (f) If the Board does not, within twenty one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters then on a day not later than forty five days from the date of the deposit of the requisition, the meeting may be called: (i) by the requisitionists themselves; (ii) by such of the requisitionists as represent either a majority in value of the paid up share capital held by all of them or not less than one tenth of such of the paid-up share capital of the Company as is referred to in clause (d) above, whichever is less. Explanation : For the purpose of this clause, the Board shall in the case of a meeting at which resolution is to be proposed as a Special Resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by sub-section 189 of the Act. (g) A meeting called under clause (f) above, by the

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requisitionists or any of them: (i) shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board; but (ii) shall not be held after the expiration of three months from the date of the deposit of the requisition. Explanation : Nothing in clause (g) (ii) above, shall be deemed to prevent a meeting duly commenced before the expiry of the period of three months aforesaid, from adjourning to some day after the expiry of that period. (h) Where two or more persons hold any shares or interest in the Company jointly, a requisition, or a notice calling a meeting, signed by one or some of them shall, for the purposes of this Article, have the same force and effect as if it had been signed by all of them. (i) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the Company; and any sum so repaid shall be retained by the Company out of any sums due to become due from the Company by way of fees or other remuneration for their services to such of the Directors as were in default.

Length of notice for calling meeting 100 (a) A general meeting of the Company may be called by giving not less than twenty one days’ notice in writing. (b) A general meeting of the Company may be called after giving shorter notice than that specified in clause (a) above, if consent is accorded thereto; (i) in the case of an annual general meeting by all the members entitled to vote thereat; and (ii) in the case of any other meeting, by members of the Company holding not less than 95 (ninety five) per cent of such part of the paid up capital of the Company as gives a right to vote at the meeting; Provided that where any members of the Company are entitled to vote only on some resolution or

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resolutions to be moved at the meeting and not on the others, those members shall be taken into account for the purposes of this clause in respect of the former resolution or resolutions and not in respect of the latter.

Contents and manner of service of notice and persons on whom it is to be served

101 (a) Every notice of a meeting of the Company shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat. (b) Notice of every meeting of the Company shall be given. (i) to every member of the Company, in any manner authorised by sub-sections (1) to (4) of Section 53 of the Act; (ii) to the persons entitled to a share in consequence of the death or insolvency of a member, by sending it through the post in a prepaid letter addressed to them by name, or by the title or representatives of the deceased or assignees of the insolvent, or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred; (iii) to the Auditor or Auditors for the time being of the Company in any manner authorised by Section 53 of the Act in the case of any member or members of the Company and (iv) to all the Directors of the Company. Provided that where the notice of a meeting is given by advertising the same in a newspaper circulating in the neighborhood of the registered office of the Company under sub-section (3) of Section 53 of the Act, the statement of material facts referred to in Section 173 of the Act need not be annexed to the notice as required by that Section but it shall be mentioned in the advertisement that the statement has been forwarded to the members of the Company. (c) The accidental omission to give notice to, or the non-receipt of notice by any member or other person

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to whom it should be given shall not invalidate the proceedings at the meeting.

Explanatory statement to be annexed to notice

102 (A) For the purpose of this Article : (i) in the case of an annual general meeting, all business to be transacted at the meeting shall be deemed special with exception of business relating to: (a) the consideration of the accounts, balance sheet and the reports of the Board of Directors and auditors. (b) the declaration of a dividend; (c) the appointment of Directors in the place of those retiring, and (d) the appoint of and the fixing of the remuneration of the auditors, and (ii) in the case of any other meetings, all business shall be deemed special. (B) Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each item of business including in particular the nature of the concern or interest, if any, therein of every Director, and the manager, if any. Provided that where any item of special business as aforesaid to be transacted at a meeting of the Company relates, to or affects, any other company, the extent of shareholding interest in that other Company of any such person shall be set out in the circumstances specified in the proviso to sub-section (2) of Section 173 of the Act. (C) Where any item of business consists of the according of approval to any document by the meeting, the time and place where the documents can be inspected shall be specified in the statements aforesaid.

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Quorum for meeting

103 (a) Five members personally present shall be the quorum for a general meeting of the company. If quorum not present meeting to be dissolved or adjourned (b) (i) If within half an hour from the time appointed for holding a meeting of the Company, a quorum is not present, the meeting, if called upon by requisition of members, shall stand dissolved. (ii) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place, as the Board may determine. Adjourned meeting to transact busines (c)If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be the quorum.

Presence of quorum 104 (a) No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business. Business confined to election of chairman whilst chair is vacant (b) No business shall be discussed or transacted at any general meeting except the election of a Chairman whilst the Chair is vacant. Chairman of general meeting (c) (i) The Chairman of the Board of Directors shall be entitled to take the chair at every General Meeting. If there be no Chairman or if at any meeting he shall not be present within 15 (fifteen) minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present may choose one of themselves to be the Chairman and in default of their doing so, the members present shall choose one of the Directors to be Chairman and if no Directors present be willing to take the chair, the members present shall choose one of themselves to be the Chairman. (ii) If at any meeting a quorum of members shall be present, and the Chair shall not be taken by the Chairman or Vice Chairman of the Board or by a Director at the expiration of 15 (fifteen) minutes from the time appointed for holding the meeting or if before

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the expiration of that time all the Directors shall decline to take the Chair, the members present shall choose one of their members to be the Chairman of the meeting. Chairman with consent may adjourn the meeting (d) the Chairman with the consent of the meeting may adjourn any meeting from time to time and from place to place in the city, town or village where the registered office of the Company is situate. Business at adjourned meeting (e) No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. Notice of adjourned meeting (f) When a meeting is adjourned only for thirty days or more, notice of the adjourned meeting shall be given as in the case of original meeting. In what cases poll taken with or without adjournment (g) Any poll duly demanded on the election of a Chairman of a meeting or any question of adjournment shall be taken at the meeting forthwith, save as aforesaid, any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

Proxies

105 (a) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint any other person (whether a member or not) as his proxy to attend and vote instead of himself. A member (and in the case of joint holders all holders) shall not appoint more than one person as proxy. A proxy so appointed shall not have any right to speak at the meeting. Provided that unless where the proxy is appointed by a body corporate a proxy shall not be entitled to vote except on a poll. (b) In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself, and that a proxy need not be a member. (c) or otherwise relating to the appointment of a proxy

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shall be lodged with the Company not less than 48 (fourty eight) hours before the meeting in order that the appointment may be effective thereat. (d) The instrument appointing a proxy shall : (i) be in writing and (ii) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.

Form of Proxy (e) Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in usual common form. (f) An instrument appointing a proxy, if in any of the forms set out in Schedule IX to the Act shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by these Articles. (g) Every member entitled to vote at a meeting of the Company, or on any resolution to be moved thereat, shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with conclusion of the meeting, to inspect the proxies lodged at any time during the business hours of the Company, provided not less than 3 (three) days’ notice in writing of the intention so to inspect is given to the Company.

VOTES OF MEMBERS Restriction on exercise of voting rights of members who have not paid calls

106 (a) No member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has and has exercised any right of lien. (b) Where the shares of the Company are held in trust, the voting power in respect of such shares shall be regulated by the provisions of Section 187B of the Act.

Restriction on exercise of voting right in other cases to be void

107 A member is not prohibited from exercising his voting right on the ground that he has not held his share or other interest in the Company for any specified period

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preceding the date on which the vote is taken, or on any other ground not being a ground set out in Article 104.

Equal rights of share holders 108 Any shareholder whose name is entered in the Register of Members of the Company shall enjoy the same rights and be subject to the same liabilities as all other shareholders of the same class.

Voting to be by show of hands in first instance No voting by proxy on show of hands How members non-compos, minutes and minor may vote Votes in respect of shares of deceased or insolvent members etc.

109 At any general meeting a resolution put to vote at the meeting shall unless a poll is demanded under Section 179 of the Act be decided on a show of hands. (a) Subject to the provisions of the Act, upon show of hands every member entitled to vote and present in person shall have one vote, and upon a poll every member entitled to vote and present in person or by proxy shall have one vote, for every share held by him. (b) No member not personally present shall be entitled to vote on a show of hands unless such member is a body corporate present by proxy or by a representative duly authorised under Sections 187 or 187A of the Act, in which case such proxy or representative may vote on a show of hands as if he were a member of the Company. (c) A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee or other legal guardian and any such committee or guardian may on poll vote by proxy; if any member be a minor the vote in respect of his share or shares shall be by his guardians or any one of his guardians, if more than one, to be selected in case of dispute by the Chairman of the meeting. (d) Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the transmission clause to any shares may vote at any general meeting in respect thereof as if he was the registered holder of such shares, provided that at least 48 (forty eight) hours before the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote, he shall satisfy the Directors of his right to such shares unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof. (e)If any such instrument of appointment be confined

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Custody of Instrument Validity of votes given by proxy notwithstanding death of members etc. Time for objections for vote Chairman of any meeting to be the judge of any vote

to the object of appointing proxy or substitute for voting at meetings of the Company, it shall remain permanently or for such time as the Directors may determine in the custody of the Company; if embracing other objects a copy thereof examined with the original, shall be delivered to the Company to remain in the custody of the Company. (f)A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death, revocation or transfer shall have been received at the registered office of the Company before the meeting. (g)No objection shall be made to the validity of any vote except at the meeting or poll at which such vote shall be tendered and every vote whether given personally or by an agent or proxy or representative not disallowed at such meeting or poll shall be deemed valid for all purpose of such meeting of poll whatsoever (h)The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

Chairman’s declaration of result of voting by show of hands to be conclusive

110 A declaration by the Chairman in pursuance of Section 177 of the Act that on a show of hands, a resolution has or has not been carried, either unanimously or by a particular majority, and an entry to that effect in the books containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution.

Demand for poll

111 (a) Before or on the declaration of the result of the voting on any resolution of a show of hands, a poll may be ordered to be taken by the Chairman of the meeting of his own motion and shall be ordered to be taken by him on a demand made in that behalf by any member or members present in person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being less than one-tenth of the total voting power in respect of the resolution or on which an aggregate sum of not less than fifty thousand rupees has been paid up.

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(b) The demand for a poll may be withdrawn at any time by the person or persons who made the demand

Time of taking poll 112 (a) A poll demanded on a question of adjournment shall be taken forthwith. (b) A poll demanded on any other question (not being a question relating to the election of a Chairman which is provided for in Section 175 of the Act) shall be taken at such time not being later than 48 (fourty eight) hours from the time when the demand was made, as the Chairman may direct.

Right of a member to use his votes differently

113 On a poll taken at a meeting of the Company a member or other person entitled to vote for him as the case may be, need not, if he votes, use, all his votes or cast in the same way all the votes he uses.

Scrutinizers at poll 114 (a) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinise the votes given on the poll and to report thereon to him. (b) The Chairman shall have power, at any time before the result of the poll is declared, to remove a scrutinizer from office and to fill vacancies in the office of scrutinizer arising from such removal or from any other cause. (c) Of the two scrutinizers appointed under this Article, one shall always be a member (not being an officer or employee of the Company) present at the meeting, provided such a member is available and willing to be appointed.

Manner of taking poll and result thereof 115 (a) Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken. (b) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.

Casting Vote 116 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the polls is demanded shall be entitled to a casting vote in addition to his own vote or votes to which he may be entitled as a member.

Representation of Body Corporate 117 A body corporate (whether a Company within the meaning of the Act or not) if it is a member or creditor (including a holder of debentures) of the Company may in accordance with the provisions of Section 187

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of the Act authorise such person by a resolutin of its Board of Directors as it thinks fit, to act as its representative at any meeting of the Company or of any class of members of the Company or at any meeting of creditors of the Company

Representation of the President of India or Governors

118 (a) The President of India or the Governor of a State if he is a member of the Company may appoint such person as he thinks fit to act as his representative at any meeting of the Company or at any meeting of any class of members of the Company in accordance with provisions of Section 187A of the Act or any other statutory provision governing the same. (b) A person appointed to act as aforesaid shall for the purposes of the Act be deemed to be a member of such a Company and shall be entitled to exercise the same rights and powers (including the right to vote by proxy) as the President or as the case may be the Governor could exercise, as a member of the Company. Public Trustee (c)The Company shall observe the provisions of Section 187B of the Act, in regard to the Public Trustee.

Circulation of member’s resolution 119 The Company shall comply with provisions of Section 188 of the Act, relating to circulation of member’s resolutions

Resolution requiring special notice 120 The Company shall comply with provisions of Section 190 of the Act relating to resolution requiring special notice.

Resolutions passed at adjourned meeting

121 The provisions of Section 191 of the Act shall apply to resolutions passed at an adjourned meeting of the Company, or of the holders of any class of shares in the Company and of the Board of Directors of the Company and the resolutions shall be deemed for all purposes as having been passed on the date on which in fact they were passed and shall not be deemed to have been passed on any earlier date.

Registration of resolutions and agreements

122 The Company shall comply the provisions of Section 192 of the Act relating to registration of certain resolutions and agreements.

Minutes of proceedings of general meeting and of Board and other meetings

123 (a) The Company shall cause minutes of all proceedings of general meetings, and of all proceedings of every meeting of its Board of Directors or of every Committee of the Board to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept

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for that purpose with their pages consecutively numbered. (b) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed: (i) in the case of minutes of proceedings of the Board or of a Committee thereof by the Chairman of the said meeting or the Chairman of the next succeeding meeting. (ii) in the case of minutes of proceedings of the general meeting by Chairman of the said meeting within the aforesaid period, of thirty days or in the event of the death or inability of that Chairman within that period, by a Director duly authorised by the Board for the purpose. (c) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise. (d) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. (e) All appointment of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting (f) In the case of a meeting of the Board of Directors or of a Committee of the Board, the minutes shall also contain: (i) the names of the Directors present at the meetings, and (ii) in the case of each resolution passed at the meeting, the names of the Directors, if any, dissenting from or not concurring in the resolution. (g) Nothing contained in Clauses (a) to (d) hereof shall be deemed to require the inclusion in any such minutes of any matter which in the opinion of the Chairman of the meeting : (i) is or could reasonably be regarded, as defamatory of any person (ii) is irrelevant or immaterial to the proceedings; or

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(iii) is detrimental to the interests of the Company. The Chairman shall exercise an absolute discretion in regard to the inclusion or no-inclusion of any matter in the minutes on the grounds specified in this clause. Minutes to be considered to be evidence (h) The minutes of meetings kept in accordance with the provisions of Section 193 of the Act shall be evidence of the proceedings recorded therein.

Presumptions to be drawn where minutes duly drawn and signed

124 Where minutes of the proceedings of any general meeting of the Company or of any meeting of its Board of Directors or of a Committee of the Board have been kept in accordance with the provisions of Section 193 of the Act then until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place and in particular all appointments of Directors or Liquidators made at the meeting shall be deemed to be valid and the minutes shall be evidence of the proceedings recorded therein.

Inspection of Minute Books of General Meetings

125 (a) The books containing the minutes of the proceedings of any general meeting of the Company shall; (i) be kept at the registered office of the Company, and (ii) be open, during the business hours to the inspection of any member without charge subject such reasonable restrictions as the Company may, in general meeting impose so however that not less than two hours in each day are allowed for inspection. (b) Any member shall be entitled to be furnished, within seven days after he has made a request in that behalf of the Company, with a copy of any minutes referred to in Clause (a) above, on payment of thirty seven paise for every one hundred words or fractional part thereof required to be copied.

Publication of reports of proceeding of general meetings

126 No document purporting to be a report of the proceedings of any general meeting of the Company shall be circulated or advertised at the expenses of the Company unless it includes the matters required by Section 193 of the Act to be contained in the Minutes of the proceedings of such meeting.

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MANAGERIAL PERSONNEL Managerial Personnel

127 The Company shall duly observe the provisions of Section 197A of the Act regarding prohibition of simultaneous appointment of different categories of managerial personnel therein referred to.

Board of Directors Board of Directors 128 The First Directors of the Company are the following

persons : 1. SHRIKANT JESINGBHAI PARIKH 2. JESINGBHAI BADARMAL PARIKH 3. ARPITA SHRIKANT PARIKH

Appointment of Senior Executive as Wholetime Directors

129 (a) Subject to the provisions of the Act and within the overall limit prescribed under these Articles for the number of Directors on the Board, the Board may appoint any Senior Executive of the Company as a Wholetime Director of the Company for such period and upon such terms and conditions as the Board may decide. The Senior Executive so appointed shall be governed by the following provisions: (i) He shall be liable to retire by rotation as provided in the Act but shall be eligible for reappointment. His reappointment as a Director shall not constitute a break in his appointment as Wholetime Director. (ii) He shall be reckoned as Director for the purpose of determining and fixing the number of Directors to retire by rotation. (iii) He shall cease to be a Director of the Company on the happening of any event specified in Sections 283 and 314(2C) of the Act. He shall cease to be a Director of the Company, if for any reason whatsoever, he ceases to hold the position of Senior Executive in the Company or ceases to be in the employment of the Company. (iv)Subject to what is stated hereinabove he shall carry out and perform all such duties and responsibilities as may, from time to time, be conferred upon or entrusted to him by the Managing Director/s and/or the Board, shall exercise such powers and authorities subject to such restrictions and conditions and/or stipulations as the Managing Director/s and/or the Board may, from time to time determine.

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(b) Nothing contained in this Article shall be deemed to restrict or prevent the right of the Board to revoke, withdraw, alter, vary or modify all or any of such powers, authorities, duties and responsibilities conferred upon or vested in or entrusted to such Wholetime Directors.

Debenture Director 130 Any Trust Deed for securing debentures or debenture stocks, may, if so arranged, provide for the appointment, from time to time by the Trustees thereof or by the holders of debentures or debenture stocks, of some person or persons to be a Director or Directors of the Company and may empower such Trustees or holders of debentures or debenture stocks from time to time, to remove and reappoint any Director/s so appointed. The Director/s so appointed under this Article is herein referred to as “Debenture Director” and the term “Debenture Director” means the Director for the time being in office under this Article. The Debenture Director(s) shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be removed by the Company. The Trust Deed may contain such ancillary provisions as may be arranged between the Company and the Trustees and all such provisions shall have effect notwithstanding any of the other provisions herein contained.

Nominee Director 131 Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Industrial Development Bank of India (IDBI), The Industrial Credit and Investment Corporation of India Ltd. (ICICI), Industrial Finance Corporation of India (IFCI) and Life Insurance Corporation of India (LIC) or to any other Finance Corporation or Credit Corporation or to any other Finance Company or Body out of any loans granted by them to the Company or so long as IDBI, IFCI, ICICI, LIC and Unit Trust of India (UTI) or any other Financing Corporation or Credit Corporation or any other Financing Company or Body (each of which IDBI, IFCI, ICICI, LIC and UTI or any other Finance Corporation or Credit Corporation or any other Financing Company or Body is hereinafter in this Article referred to as “the Corporation”) continue to hold debentures in the Company as a result of underwriting or by direct subscription or private placement, or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains

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outstanding, the Corporation shall have a right to appoint from time to time any person or persons as a Director or Directors whole time or non-whole time (which Director or Directors is/are hereinafter referred to as “Nominee Director/s”) on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation such Nominee Director/s shall not be required to hold any share qualification in the Company. Also at the option of the Corporation such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office only so long as any money remain owing by the Company to the Corporation or so long as the Corporation holds debentures in the Company as a result of direct subscription or private placement or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or the liability of the Company arising out of any guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the Corporation is paid off or on the Corporation ceasing to hold debentures/shares in the Company or on the satisfaction of the liability of the Company arising out of any guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and of the Meetings of the Committee of which the Nominee Director’s is/are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses which the other Directors of the Company are entitled but if any other fees, commission, monies or remuneration in any form is payable to the Directors

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of the Company, the fees, commission, monies and remuneration in relation to such Nominee Director/s shall accrue to the Corporation and same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or by such Nominee Director/s in connection with their appointment or Directorship, shall also be paid or reimbursed by the Company to the Corporation or as the case may be to such Nominee Director/s. Provided that if any such Nominee Director/s is an officer of the Corporation the sitting fee in relation to such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided further that if such Nominee Director/s is an officer of the Reserve Bank of India the sitting fees in relation to such Nominee Director/s shall also accrue to IDBI and the same shall accordingly be paid by the Company directly to IDBI. Provided also that in the event of the Nominee Director/s being appointed as Wholetime Director/s such Nominee Director/s shall exercise such powers and duties as may be approved by the Lenders and have such rights as are usually exercised or available to a Wholetime Director in the management of the affairs of the Borrower. Such Nominee Director/s shall be entitled to receive such remuneration, fees, commission and monies as may be approved by the Lenders.

Special Director 132 (a) In connection with any collaboration arrangement with any company or corporation or firm or person for supply of technical know-how and/or machinery or technical advice, the Directors may authorise such Company, Corporation, firm or person (hereinafter in this clause referred to as “Collaborator”) to appoint from time to time any person or persons as Director or Directors of the Company (hereinafter referred to as “Special Director”) and may agree that such Special Director shall not be liable to retire by rotation and need not possess any qualification share to qualify him for the office of such Director, so however, that such Special Director shall hold office so long as such collaboration arrangement remains in force unless otherwise agreed upon between the Company and such Collaborator under collaboration arrangements

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or at any time thereafter. (b) The collaborator may at any time and from time to time remove any such Special Director appointed by it and may at the time of such removal and also in the case of death or resignation of the person so appointed, at any time, appoint any other person as a Special Director in his place and such appointment or removal shall be made in writing signed by such company or corporation or any partner or such person and shall be delivered to the Company at its registered office. (c) It is clarified that every collaborator entitled to appoint a Director under this Article may appoint one or more such person or persons as Director(s) and so that if more than one Collaborator is so entitled there may at any time be as many Special Directors as the Collaborators eligible to make the appointment.

133 Subject to the provisions of Section 255 of the Act, the number of Directors appointed under Articles 130 and 131 shall not exceed in the aggregate one-third of the total number of Directors for the time being in office.

Appointment of Alternate Director 134 (a) The Board of Directors of the Company may appoint an Alternate Director to act for a Director (hereinafter in this Article called “the Original Director”) during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held. (b) An Alternate Director appointed under this Article shall not hold office as such for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the Original Director returns to the State in which meeting of the Board are ordinarily held. (c)If the term of office of the Original Director is determined before he returns to the State aforesaid any provision for the automatic reappointment of retiring Directors in default of another appointment shall apply to the original and not to the Alternate Director.

Appointment of Additional Directors 135 Subject to the provisions of Section 260 of the Act, the Board of Directors shall have power at any time to appoint any person as an additional Director to the Board, but so that the total number of Directors shall not exceed the maximum number fixed by these Articles. Any Director so appointed shall hold the office

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only upto the next annual general meeting of the Company and shall then be eligible for re-appointment.

Appointment of Director to fill the casual vacancy

136 (a) Subject to the provisions of Section 262 of the Act, if the office of any Director appointed by the Company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company be filled by the Board of Directors at the meeting of the Board and the Director so appointed shall hold office only upto the date upto which the Director in whose place he is appointed would have held office if it had not been vacated as aforesaid but he shall then be eligible for re-election.

Individual Resolution for Directors’ appointment

(b)At a general meeting of the Company a motion shall not be made for the appointment of two or more persons as Director of the Company by a single resolution unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. Resolution moved in contravention of this Article shall be void whether or not objection was taken at the time of its being so moved. Provided that where a resolution so moved is passed no provision for the automatic reappointment of retiring Director by virtue of these Articles and the Act in default of another appointment shall apply.

Appointment of chairman 137 The directors may from time to time elect among themselves a chairman of the Board and determine the period for which he is to hold office if at any meeting of the Board, the chairman is not present within fifteen minutes after the time appointed for holding the same, the directors present may choose one of their members to be chairman of the meeting.

Qualification of Director Qualification of Director

138 A Director need not hold any shares in the Company to qualify him for the office of a Director of the Company.

Remuneration of Directors 139 (a) Subject to the provisions of the Act, a Managing Director or a Director who is in the whole time employment of the Company may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other. (b) Subject to the provisions of the Act, a Director, who is neither in the whole time employment nor a

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Managing Director may be paid remuneration either : (i) by way of monthly, quarterly or annual payment with the approval of the Central Government, or (ii) by way of commission if the Company by a special resolution has authorised such payment. (c) the fee payable to Directors (other than Managing or Wholetime Director, if any) for attending each meeting of the Board or Committee thereof shall be such sum as may be prescribed by the Act or the Central Government from time to time.

Traveling and other expenses 140 The Board may allow and pay to any Director for the purpose of attending a meeting such sum either as fixed allowance and/or actual as the Board may consider fair compensation for traveling, board and lodging and incidental and/or such actual out of pocket expenses incurred by such Director in addition to his fees, for attending such meeting to and from the place at which the meetings of the Board or Committees thereof or general meetings of the Company are held from time to time or any other place at which the Director executes his duties.

Remuneration for extra services 141 If any Director, being willing shall be called upon to perform extra services or to take any special exertions for any of the purposes of the Company and in that event the Company may, subject to provision of the Act, remunerate such Director either by a fixed sum or by a percentage of profit or otherwise, as may be determined by the Directors but not exceeding that permitted under Section 309 of the Act and such remuneration may be either in addition to or in substitution for his share in the remuneration above provided.

Increase in remuneration of Directors 142 Any provisions relating to the remuneration of any Director including a Managing or Joint Managing or Wholetime Director or any amendment thereof, which purports to increase or has the effect of increasing, whether directly or indirectly, the amount thereof, whether that provision is contained in the Company’s Memorandum or its Articles, or in an agreement entered into by it or any resolution, passed by the Company in general meeting or by the Board of Directors, shall require 310, 311 Schedule XIII and other applicable provisions of the Companies Act, 1956, and their amendment from time to time.

Increase in remuneration of Managing Director on re-appointment or

(b)If the terms of any re-appointment of a Managing or Joint Managing or Wholetime Director, purport to

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appointment increase or have the effect of increasing, whether directly or indirectly, the remuneration which the Managing or Joint Managing or Wholetime Director, as the case may be was receiving immediately before such reappointment or appointment shall require the approval of the Central Government unless they are in accordance with Sections 198, 269, 309, 311 Schedule XIII and other applicable provisions of the Companies Act, 1956, and their amendment from time to time.

Directors not to act when number falls below minimum

143 When the number of Directors in Office falls below the minimum above fixed, the Directors, shall not act except in emergencies or for the purpose of filling up vacancies or for summoning a general meeting of the Company and so long as the number is below the minimum they may so act notwithstanding the absence of the necessary quorum.

Eligibility 144 A person shall not be capable of being appointed a Director if he has the disqualifications referred to in Section 274 of the Act.

Directors vacating office

145 (a) The Office of a Director shall become vacant if; (i) he is found to be of unsound mind by a Court of competent jurisdiction; (ii) he applied to be adjudicated an insolvent; (iii) he is adjudged an insolvent; (iv) he is convicted by a Court, of ay offence involving moral turpitude and sentenced in respect thereof the imprisonment for not less than six months; (v) he fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with others, within six months from the last date fixed for the payment of the call unless the Central Government by Notification in the Official Gazette removes the disqualification incurred by such failure; (vi) he absents himself from three consecutive meetings of the Board of Directors, or from all meetings of the Board of Directors for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board; (vii) he, whether by himself or by any person for his benefit or on his account or any firm in which he is a partner or any private company of which he is a

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Director, accepts a loan or any guarantee or security for a loan, from the Company in contravention of Section 295 of the Act; (viii) he acts in contravention of Section 299 of the Act; (ix) he becomes disqualified by an order of Court under Section 203 of the Act; (x) he is removed in pursuance of Section 284 of the Act; (xi) having been appointed a Director by virtue of his holding any office or other employment in the Company, he ceases to hold such office or other employment in the Company; (xii) he resigns his office by notice in writing given to the Company. (b) Notwithstanding anything in sub-clauses (iii), (iv) and (v) of clause (a) above, the disqualifications referred to in these sub-clauses shall not take effect; (i) for thirty days from the date of the adjudication, sentence or order; (ii)where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven days from the date on which such appeal or petition is disposed off, or (iii) where within the seven days aforesaid, any further appeal, or petition is preferred in respect of the adjudication, sentence, conviction or order and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed off.

Removal of Directors 146 (a) The Company may subject to the provisions of Section 284 and other applicable provisions of the Act and these Articles) remove any Director other than ex-officio Directors or special Directors or debenture Directors or a nominee Director or a Director appointed by the Central Government in pursuance of Section 408 of the Act, before the expiry of his period of office. (b) Special notice as provided by Section 190 of the

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Act shall be required of any resolution to remove a Director under this Article or to appoint some other person in place of a Director so removed at the meeting at which he is removed. (c) On receipt of notice of a resolution to remove a Director under this Article, the Company shall forthwith send a copy thereof to the Director concerned and the Director (whether or not he is a member of the Company) shall be entitled to be heard on the resolution at the meeting. (d) Where notice is given of a resolution to remove a Director under this Article and the Director concerned makes with respect thereto representations in writing to the Company not exceeding a reasonable length) and requests their notification to members of the Company, the Company shall unless the representations are received by it too late for it do so, (i) in the notice of the resolution given to members of the Company states the fact of the representations having been made, and (ii)send a copy of the representation to every member of the Company to whom notice of the meeting is sent (whether before or after receipt of the representations by the Company) and if a copy of the representations, is not sent as aforesaid because they were received too late or because of the Company’s default, the Director may (without prejudice to his right to be heard orally) require that the representations be read out at the meeting provided that copies of the representations need not be sent or read out at the meeting if so directed by the Court. (e) A vacancy created by the removal of a Director under this Article may, if he had been appointed in pursuance of Section 262 of the Act be filled by the appointment of another Director in his stead by the meeting at which he is removed, provided special notice of the intended appointment has been given under clause (b) hereof. A Director so appointed shall hold office until the date upto which his predecessor would have held office if he had not been removed as aforesaid. (f) If the vacancy is not filled under clause (e), it may be filled as a casual vacancy in accordance with the

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provisions, in so far as they may be applicable, of Section 262 of the Act, and all the provisions of that Section shall apply accordingly; Provided that the Director who was removed from office under this Article shall not be re-appointed as a Director by the Board of Directors. (g) Nothing contained in this Article shall be taken; (i) as depriving a person removed thereunder of any compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that as Director; or (ii) as derogating from any power to remove a Director which may exist apart from this Article.

Directors may contract with Company

147 (a) Subject to the restrictions imposed by these Articles and by Sections 292, 293, 294, 295, 297, 300, 311, 370 and 373 and any other provisions of the Act, no Director, Managing Director, or other Officer or employee of the Company shall be disqualified from holding his office by contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director, Managing Director, Joint Managing Director, Executive Director, other officer or employee shall be in any way interested, be avoided, nor shall the Director, Managing Director or any officer or employee so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director, Managing Director, Officer or employee holding that office or of the fiduciary relation thereby established, but the nature of his or their interest must be disclosed by him or them in accordance with the provisions of Section 299 of the Act where that section be applicable. (b) In accordance with Section 300 of the Act, no Director shall, as a Director, vote or take part in any discussion in respect of any contract or arrangement in which he is interested and if he does so vote, his vote shall be void nor shall his presence count for the purpose of forming the quorum at the time of any such discussion or vote. Provided that above prohibition or restriction shall not

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apply to the extent or under the circumstances mentioned in sub-section (2) of Section 300 of the Act. (c) A General notice such as is referred to in sub-section (3) of Section 299 of the Act shall be sufficient disclosure under this Article as provided in that Section.

Directors may be Directors of companies promoted by the company

148 A Director, Managing Director, Officer or employee of the Company may be, or become a Director, of any Company promoted by the Company or in which it may be interested as a vendor, member or otherwise, and no such Director shall be accountable for any benefits received as Director or member of such company except to the extent and under the circumstances as may be provided in the Act.

Duty of Directors etc. to make disclosure

149 (a) Every Director (including a person deemed to be a Director by virtue of the explanation to sub-section (1) of Section 303 of the Act), Managing Director, Manager or Secretary of the Company, who is appointed to or relinquishes the office of Director, Managing Director, Manager or Secretary of any other body corporate shall, within twenty days of his appointment or relinquishment of such office, as the case may be, disclose to the Company aforesaid the particulars relating to the office in the other body corporate which are required to be specified under sub-section (1) of Section 303 of the Act. (b) Every Director of the Company and every person deemed to be a Director of the Company by virtue of sub-section (10) of Section 307 of the Act and every other person referred to in sub-section (11) of Section 307 of the Act, shall give notice to the Company of such matters as may be necessary for the purpose of enabling the Company to comply with the provisions of that Section and Section 308 of the Act.

Directors etc. not to hold office or place of profit

150 The provisions of Section 314 of the Act shall be complied with when applicable in regard to holding of office or place of profit under the Company or under any subsidiary of the Company by any person mentioned in the said section. The words office or place of profit shall have the meaning assigned to them by Section 314 of the Act.

Loans to Director 151 The Company shall observe the restrictions imposed on the Company in regard to granting of loans to Directors and other persons as provided in Section 295 and other applicable provisions, if any of the Act.

Appointment of Sole Selling Agents 152 (a) The appointment, re-appointment and extension of

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the term of a Sole Selling Agent, shall be regulated in accordance with the provision of Section 294 of the Act and any rules or Notifications issued by competent authority in accordance with that section and the Directors and/or the Company in general meeting may make the appointment, re-appointment or extension of the term of office in accordance with and subject to the provisions of the said Section and such Rules or Notification, if any, as may be applicable. (b) The payment of any compensation to a Sole Selling Agent shall be subject to the provisions under Section 294 A of the Act.

Board resolution at a meeting necessary for certain contract

153 (a) Except with the consent of the Board of Directors of the Company and with the previous approval of the Central Government a Director of the Company or his relative, a firm in which such a Director or relative is a partner, any other partner in such a firm, or a private company of which the Director is a member or Director, shall not enter into any contract with the Company; (i) for the sale, purchase or supply of any goods, materials or services, or (ii) for underwriting the subscription of any shares in, or debentures of the Company; (b) Nothing contained in the foregoing sub-clause (a) shall affect: (i) the purchase of goods and materials from the Company or the sale of goods and materials to the Company, by any Director, relative, firm, partner or private company as aforesaid for cash at prevailing market prices; or (ii) any contract or contracts between the Company on one side and any such Director, relative, firm, partner or private company on the other side of sale, purchase, or supply of any goods, materials and services in which either the Company or the Directors, relative firm, partner or private company as the case may be, regularly trades or does business; Provided that such contract or contracts do not relate to goods and materials the value of which, or service cost of which, exceeds five thousand rupees in the aggregate in any year comprised in the period of the

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contract or contracts. (c) Notwithstanding anything contained in the foregoing sub-clause (a) and (b) a Director, relative, firm, partner of private company as aforesaid, may in circumstances of urgent necessity, enter, without obtaining the consent of the Board, into any contract with the Company for the sale, purchase or supply of any goods, materials or services even if the value of such goods, materials or services exceeds five thousand rupees in the aggregate in any year comprised in the period of the contract; but in such a case, the consent of the Board shall be obtained at a meeting within three months of the date on which the contract was entered into. (d) Every consent of the Board required under this clause shall be accorded by a resolution passed at a meeting of the Board and not otherwise; and the consent of the Board required under sub-clause (a) above shall not be deemed to have been given within the meaning of that sub-clause unless the consent is accorded before the contract is entered into or within three months of the date on which it was entered into. (e) If consent is not accorded to any contract under this clause, anything done in pursuance of the contract shall be voidable at the option of the Board. (f) The Directors, so contracting or being so interested shall not be liable to the Company for any profit realised by any such contract or the fiduciary relation thereby established. (g) The Company shall also comply with such other provision of Section 297 of the Act, as may be applicable.

ROTATION OF DIRECTORS Rotation of Directors

154 Not less than two thirds of the total number of Directors shall: (a) be persons whose period of office is liable to determination by retirement of Directors by rotation, and (b) save as otherwise expressly provided in the Act,

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be appointed by the Company in general meeting. The remaining Directors shall, in default of and subject to any regulations in the Articles of the Company, also be appointed by the Company, in general meeting.

Ascertainment of Directors retiring by rotation and filling up vacancies

155 (a) At every annual general meeting one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearer to one-third, shall retire from office. (b) The Directors to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who became Directors on the same day, those who are to retire shall, in default of and subject to any agreement amongst themselves, be determined by lot. (c) At the annual general meeting at which a Director retires as aforesaid, the Company may fill up the vacancy by appointing the retiring Director or some other person thereto . (d)(i) If the place of the retiring Director is not so filled up and that meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. (ii) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been reappointed at the adjourned meeting, unless: (1) at that meeting or at the previous meeting a resolution for the reappointment of such Director has been put to the meeting and lost; (2) the retiring Director has, by a notice in writing addressed to the Company or its Board of Directors, expressed his unwillingness to be so re-appointed; (3) he is not qualified or is disqualified for appointment;

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(4) a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any provisions of the Act; or (e) The proviso to sub-section (2) of Section 263 of the Act is applicable to the case. Explanation : In this Article and Article 156 the expression ‘Retiring Director’ means Director retiring by rotation.

Right of persons other than retiring Directors to stand for Directorship

156 (a) A person who is not a retiring Director shall, in accordance with Section 257 of the Act and subject to the provisions of the Act, be eligible for appointment to the office of Director at any general meeting if he or some member or members intending to propose him has, not less than fourteen days before the meeting, left at the registered office of the Company a notice in writing under his hand signifying his candidature for the office of Director or the intention of such member or members to propose him as a candidate for that office, as the case may be alongwith a deposit of five hundred rupees which shall be refunded to such person or as the case may be, to such member, if the person succeeds in getting elected as a Director. (b) The Company shall inform its members of the candidature of a person for the office of Director or the intention of a member(s) to propose a person as a candidate for that office by serving individual notices on the members not less than seven days before the meeting in the manner provided under Section 257 of the Act.

Consent of candidate for Directorship to be filed with the Registrar

157 Every person who is proposed as a candidate for the office of Director of the Company shall sign and file with the Company and with the Registrar, his consent in writing to act as a Director, if appointed, in accordance with the provisions of Section 264 of the Act in so far as they may be applicable.

PROCEEDINGS OF DIRECTORS Meeting of Directors

158 The Directors may meet together as a Board for the dispatch of business from time to time and shall so meet at least once in every three months and at least four such meetings shall be held in every year and they may adjourn and otherwise regulate their meetings and proceedings as they deem fit. The provisions of this Article shall not be deemed to be

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contravened merely by reason of the fact that meetings of the Board, which had been called in compliance with the terms herein mentioned could not be held for want of quorum.

When meeting to be convened 159 Any Director of the Company may and the Manager or Secretary on the requisition of a Director shall, at any time, summon a meeting of the Board.

Directors entitled to notice 160 Notice of every meeting of the Board of the Company shall be given in writing to every Director for the time being in India and at his usual address in India.

Questions at Board meeting how decided

161 Question arising at any time at a meeting of the Board shall be decided by majority of votes and in case of equality of votes, the Chairman, in his absence the Vice Chairman or the Director presiding shall have a second or casting vote.

Who to preside at meetings of the Board

162 (a) The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office. The Directors may also appoint a Vice Chairman of the Board of Directors to preside at the meetings of the Board of Directors at which the Chairman shall not be present and determine the period for which he is to hold office. (b) All the meetings of the Directors shall be presided over by the Chairman, if present, but if at any meeting of Directors the Chairman be not present at the time appointed for holding the same, the Vice Chairman, if present, shall preside and if he be not present at such time then and in that case the Directors shall choose one of the Directors then present to preside at the meeting.

Quorum at Board Meeting 163 (a) The quorum at a meeting of the Director shall be as prescribed by Section 287 of the Act. Quorum competent to exercise power (b) A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the regulations or the Articles of the Company for the time being vested in or exercisable by the Directors generally. Procedure in case of want of quorum (c) if a meeting of the Board could not be held for want of quorum, then the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place, or if that day is a Public Holiday, till the next succeeding day which is not a public holiday, at the same time and place.

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Directors may appoint committee 164 Subject to the provisions of Section 292 and other provisions of the Act and Article 165 the Directors may delegate all or any of their powers to committees consisting of such member or members of their body as they think fit, and they may, from time to time revoke and discharge any such Committee either wholly or in part, and either as to persons or purposes, but every Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors. All acts done by any such Committee in conformity with such regulations and in fulfillment of the purposes of their appointments but not otherwise, shall have the like force and effect as if done by the Board. Subject to the provisions of the Act the Board may from time to time fix the remuneration to be paid to any member or members of that body constituting a Committee appointed by the Board in terms of these Articles, and may pay the same.

Resolution by circular 165 Subject to the provisions of Section 289 of the Act, a resolution passed without any meeting of Directors, or of a Committee of Directors appointed under these Articles and evidenced by writing under the hands of all the Directors or members of such Committee as aforesaid, for the time being in India, be as valid and effectual as a resolution dully passed at a meeting of the Directors or of such committee called and held in accordance with the provisions of these Articles. Provided that the resolution has been circulated in draft, together with the necessary papers, if any, to such Directors, or members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or the Committee as the case may be) and all other Directors or members at their usual address in India and has been approved by such Directors as are then in India or by majority of such of them, as are entitled to vote on the resolution.

Limit of Directors’ numbers 166 Subject to the provisions of Sections 252, 255 and 259 of the Act, the Company in general meeting may, by ordinary resolution, increase or reduce the number of Directors within the limits fixed in that behalf by these Articles.

Acts of Board or Committee valid notwithstanding defect of appointment

167 All acts done by any meeting of the Directors or by a Committee of Directors or by any person acting as a Director, shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid, or they or any of them were or was

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disqualified or that their or his appointment had terminated by virtue of any provisions contained in these Articles or the Act, be as valid as if every such person has been duly appointed and was qualified to be a Director.

Minutes of proceedings of the Board and the Committees to be valid

168 The Directors shall cause minutes to be duly entered in a book or books provided for the purpose in accordance with these Articles and Section 193 of the Act.

Board Minutes to be evidence 169 Minutes of any meeting of the Board of Directors or of any Committees of the Board if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be for all purposes whatsoever prima facie evidence of the actual passing of the resolution recorded and the actual and regular transaction or occurrence of the proceedings so recorded and the regularity of the meeting at which the same shall appear to have taken place.

Register of Directors and Managing Directors etc.

170 The Directors shall cause to be kept at the registered office of the Company: (a) (i) A Register of the Directors, Managing Directors, Manager and Secretary of the Company containing the particulars required by Section 303 of the Act. (ii) A Register of Contracts with companies and firms in which the Directors are interested, containing the particulars required by Section 301 of the Act, and (iii) A Register of Directors shareholding containing the particulars required by Section 307 of the Act. They shall also cause to be kept other registers and indexes as required by the Act. (b) The Company shall comply with the provisions of Sections 301, 303 and 307 and other Section of the Act with regard to the inspection of registers and furnishing copies or extracts so far as the same be applicable to the Company.

POWERS OF DIRECTORS Certain powers to be exercised by the Board only at meeting

171 (a) Without derogating from the powers vested in the Board of Directors under these Articles, the Board shall exercise the following powers on behalf of the Company and they shall do so only by means of resolutions passed at meetings of the Board.

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(i) The power to make calls on shareholders in respect of money unpaid on their shares; (ii) The power to issue debenture; (iii) The power to borrow moneys otherwise than on debentures; (iv) The power to invest the funds of the Company, and (v) The power to make loans. Provided that the Board may by resolution passed at the meeting, delegate to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the Company or in the case of a branch office of the Company, a principal officer of the branch office, the powers specified in sub-clause (iii), (iv) and (v) to the extent specified in clauses (b), (c) and (d) respectively on such condition as the Board may prescribe. (b) Every resolution delegating the power referred to in sub-clause (iii) of clause (a) shall specify the total amount outstanding at any one time upto which moneys may be borrowed by the delegate. (c) Every resolution delegating the power referred to in sub-clause (iv) of clause (a) shall specify the total amount upto which the funds of the Company may be invested and the nature of the investments which may be made by the delegate. (d) Every resolution delegating the power referred to in sub-clause (v) of clause (a) shall specify the total amount upto which loans may be made by the delegates, the purpose for which the loans may be and the maximum amount upto which loans may be made for each such purpose in individual cases. (e) Nothing in this Article shall be deemed to affect the right of the Company in general meeting to impose restrictions and conditions on the exercise by the Board of any other powers referred to in sub-clauses (i), (ii), (iii), (iv) and (v) of clause (a) above.

Restriction on powers of Board 172 (a) The Board of Directors of the Company shall not except with the consent of the Company in general meeting: (i) sell, lease or otherwise dispose of the whole, or substantially the whole, of the

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undertaking of the Company, or where the Company owns more than one undertaking of the whole or substantially the whole of any such undertaking.; (ii) remit, or give time for the repayment of any debt, due by a Director; (iii) invest, otherwise than in trust securities, the amount of compensation received by the Company in respect of the compulsory acquisition of any such undertaking as is referred to in sub-clause (i) above, or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time; (iv) borrow moneys, where the money to be borrowed, together with the moneys already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose; or (v) contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees any amounts the aggregate of which will in any financial year, exceed fifty thousand rupees or five percent of its average net profits as determined in accordance with the provisions of Sections 349 and 350 of the Act during the three financial years, immediately proceedings, whichever is greater. (b)Nothing contained in sub-clause (a) above shall affect: (i) the title of a buyer or other person who buys or takes a lease of any such undertaking as is referred to in that sub-clause in good faith and after exercising due care and caution, or (ii)the selling or leasing of any property of the Company where the ordinary business of the Company consists of, or comprises such selling or leasing. (c) Any resolution passed by the Company permitting any transaction such as is referred to in sub-clause (a) (i) above, may attach such conditions to the

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permission as may be specified in the resolution, including conditions regarding the use, disposal or investment of the sale proceeds which may result from the transaction. Provided that this clause shall not be deemed to authorise the Company to effect any reduction in its capital except in accordance with the provisions contained in that behalf in the Act. (d)No debt incurred by the Company in excess of the limit imposed by sub-clause (iv) of clause (a) above, shall be valid or effectual, unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by that clause had been exceeded. Prohibition regarding making of political contributions (e) Due regard and compliance shall be observed in regard to matters dealt with by or in the Explanation contained in sub-section (1) of Section 293 of the Act and in regard to the limitations on the power of the Company contained in Section 293A of the Act.

General powers of the Company vested in Directors

173 Subject to the provisions of the Act, the management of the business of the Company shall be vested in the Directors and the Directors may exercise all such powers and do all such acts and things as the Company is by the Memorandum of Association or otherwise authorised to exercise and do and not hereby or by the statute or otherwise directed or required to be exercised or done by the Company in General Meeting, but subject nevertheless to the provisions of the Act and other Act and of the Memorandum of Association and these Articles and to any regulations, not being inconsistent with the Memorandum of Association and these Articles or the Act, from time to time made by the company in general meeting provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

Specific powers given to Directors 174 Without prejudice to the general powers conferred by Article 172 and the other powers conferred by these presents and so as not in any way to limit any or all of those powers, it is hereby expressly declared that the Directors shall have the following powers : To pay registration expense (i) to pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company;

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(ii) to pay and charge to the capital account of the Company any interest lawfully payable thereon under the provisions of Sections 76 and 208 of the Act. To acquire property (iii) Subject to the provisions of the Act and these Articles to purchase or otherwise acquire any lands, buildings, machinery, premises, hereditaments, property effects, assets, rights, credits, royalties, bounties and goodwill of any person, firm or Company carrying on the business which this Company is authorised to carry on, at or for such price or consideration and generally on such terms and conditions as they may think fit; and in any such purchase or acquisition to accept such title as the Board may believe or may be advised to be reasonably satisfactory; To purchase lands, buildings etc. (iv) Subject to the provisions of the Act to purchase, or take on lease for any term or terms of years, or otherwise acquire any mills or factories or any land or lands, with or without buildings and outhouses thereon, situate in any part of India, at such price or rent and under and subject to such terms and conditions as the Directors may think fit; and in any such purchase, lease or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory; To construct buildings (v) To erect, construct, enlarge, improve, alter, maintain, pull down, rebuild or reconstruct any buildings, factories, offices, workshops or other structures, necessary or convenient for the purposes of the Company and to acquire lands for the purposes of the Company; To mortgage, charge property (vi) To let, mortgage, charge, sell or otherwise dispose of subject to the provisions of Section 293 of the Act, any property of the Company either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as they think fit and to accept payment or satisfaction for the same in cash or otherwise, as they may think fit; To pay for property etc. (vii) At their discretion to pay for any property,

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rights or privileges acquired by or services rendered to the Company, either wholly or partially, in cash or in shares, bonds, debentures, debenture stock or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures, debenture-stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged; To insure (viii)To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as they may think proper, all or any part of the building, machinery, goods, stores, produce and other moveable property of the Company either separately or co-jointly; also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power; To open accounts (ix) Subject to Section 292 of the Act, to open accounts with any bank or bankers or with any Company, firm, or individual and to pay money into and draw money from any account from time to time as the Directors may think fit; To secure contracts (x) To secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the properties of the Company and its unpaid capital for the time being or in such other manner as they may think fit; To attach to Shares such conditions (xi) To attach to any shares to be issued as the consideration for any contract with or property acquired by the Company, or in payment for services rendered to the Company, such conditions, subject to the provisions of the Act, as to the transfer thereof as they may think fit; To accept surrender of shares (xii) To accept from any member on such terms and conditions as shall be agreed a surrender of his shares or stock or any part thereof subject to the provisions of the Act;

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To appoint trustees (xiii)To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such deeds and things as may be requisite in relation to any such trusts and to provide for the remuneration of such trustee or trustees; To bring and defend actions (xiv) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its Officers or otherwise concerning the affairs of the Company and also subject to the provisions of Section 293 of the Act to compound and allow time for payment or satisfaction of any debts due, or of any claims or demands by or against the Company; To refer to arbitration (xv) To refer, subject to the provisions of Section 293 of the Act, any claims or demands by or against the Company to arbitration and observe and perform the awards; To act on insolvency matters (xvi) To act on behalf of the Company in all matters relating to bankrupts and insolvents; To give receipts (xvii) To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company subject to the provisions of Section 293 of the Act. To authorise acceptances (xviii) To determine from time to time as to who shall be entitled to sign bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents on the Company’s behalf; To invest moneys (xix) Subject to the provisions of Sections 292, 293, 370, 372 of the Act, invest and deal with any of the moneys of the Company, not immediately required for the purpose thereof, upon such shares, securities, or investments (not being shares in this Company) and in such manner as they may think fit, and from time to

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time to vary or realise such investments; To provide for personal liabilities (xx) To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the for benefit of the Company, such mortgages of the Company’s property (present and future) as they may think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed on; To give to Directors etc. an interest in business (xxi) Subject to such sanction as may be necessary under the Act or these Articles, to give to any Director, Officer, or other person employed by the Company, an interest in any particular business or transaction either by way of commission on the gross expenditure thereon or otherwise or a share in the general profits of the Company, and such interest, commission or share of profits shall be treated as part of the working expenses of the Company. To provide for welfare of employees (xxii) To provide for the welfare of employees or ex-employees of the Company and their wives, widows, families, dependants or connections of such persons by building or contributing to the building of houses, dwelling, or chaws or by grants of money, pensions, allowances, gratuities, bonus or payments by creating and from time to time subscribing or contributing to provident and other funds, institutions or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and other assistance as the Directors shall think fit. To subscribe to charitable and other funds (xxiii) To subscribe or contribute or otherwise to assist or to guarantee money to charitable benevolent, religious, scientific, national public or any other useful institutions, object or purposes for any exhibition; To maintain pension funds (xxiv) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or

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emoluments, to any persons who are or were at any time in the employment or services of the Company, or of any Company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary Company, or who are or were at any time Directors or Officers of the Company or of any such other Company as aforesaid, and the wives, widows, families and dependants of any such persons and, also to establish and subsidies and subscribe to any institutions, associations, clubs or funds collected to be for the benefit of or to advance the interests and well being of the Company or of any such other Company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid; (xxv) To decide and allocate the expenditure on capital and revenue account either for the year or period or spread over the years. To create Reserve Fund (xxvi) Before recommending any dividend, to set aside out of profits of the Company such sums as they may think proper for depreciation or to Depreciation Fund or Reserve Fund or Sinking Fund or any other special fund to meet contingencies or to repay redeemable preference shares, debentures, or debenture stock or for special dividends or for equalising dividend or for repairing, improving, extending and maintaining any part of the property of the Company, and for such other purposes as the Directors may, in their absolute discretion, think conducive to the interests of the Company and to invest the several sums so set aside or so much thereof as required to be invested upon such investments (subject to the restrictions imposed by Sections 292 and 293 and other provisions of the Act) as the Directors may think fit, and from time to time, to deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company in such manner and for such purposes as the Directors (subject to such restrictions as aforesaid) in their absolute discretion think conducive to the interests of the Company notwithstanding that the matters to which the Directors apply or upon which they may expend the same or any part thereof may be matters to or upon which the

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Capital moneys of the Company might rightly be applied or expended; and to divide the Reserve Fund into such special funds as the Directors think fit, and to employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in repayment or redemption or redeemable preference shares, debentures or debenture stock and that without being bound to keep the same separate from other assets or to pay interest on the same, with power, however to the Directors at their discretion, to pay or allow to the credit of such fund interest at such rate as the Directors may think proper. To appoint Managers etc (xxvii) To appoint and at their discretion to remove or suspend such Managers, Secretaries, Officers, Clerks, Agents and servants for permanent, temporary or special service as they may from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments and require security in such instances and to such amounts as they may think fit, and from time to time to provide for the management and transactions of the affairs of the Company in any special locality in India in such manner as they may think fit. the provisions contained in the clause following shall be without prejudice to the general powers conferred by this clause. To authorise by Power of Attorney (xxviii) At any time and from time to time by Power of Attorney to appoint any person or persons to be the Attorney or Attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as the Directors may from time to time think fit and any such appointment (if the Directors may think fit) be made in favour of any Company or the members, Directors, nominees or managers of any Company or firm or otherwise in favour of any fluctuating body or person whether nominated, directly or indirectly by the Directors and any such power of attorney may contain any such powers for the protection or convenience of persons dealing with such Attorneys as the Directors may think fit; and may contain powers enabling any

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such delegates or Attorneys as aforesaid to sub-delegate all or any of the powers, authorities, and discretions for the time being vested in them. To authorize, delegate (xxix) Subject to the provisions of the Act, generally and from time to time and at any time to authorise, empower or delegate to (with or without powers of Sub-delegation) any Director, Officer or Officers or Employee for the time being of the Company and/or any other person, firm or Company all or any of the powers, authorities and discretions for the time being vested in the Directors by these presents, subject to such restrictions and conditions, if any, as the Directors may think proper. To Negotiate (xxx) To enter into all such negotiations, contracts and rescind and/or vary all such contracts and to execute and do all such acts, deeds, and things in the name of on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

MANAGING DIRECTORS Power to appoint Managing or Wholetime Directors

175 (a) Subject to the provisions of the Act and of these Articles the Board shall have power to appoint from time to time any of its members as Managing Director or Managing Directors and/or Wholetime Directors and/or Special Directors like Technical Director, Financial Director, etc. of the Company for a fixed term not exceeding five years at a time and upon such terms and conditions as the Board thinks fit, and the Board may by resolution vest in such Managing Director or Managing Directors/Wholetime Director(s), Technical Director(s) Financial Director(s) and Special Director(s) such of the powers hereby vested in the Board generally as it thinks fit, and such powers may be made exercisable for such period or periods, and upon such conditions and subject to such restrictions as it may determine, the remuneration of such Directors may be by way of monthly remuneration and/or fee for each meeting and/or participation in profits, or by any or all of those modes, or of any other

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mode not expressly prohibited by the Act. (b) The Directors may whenever they appoint more than one Managing Director, designate one or more of them as “Joint Managing Director” or “Joint Managing Directors” or “Deputy Managing Directors” as the case may be. Appointment and payment of remuneration to Managing or Wholetime Director (c) Subject to the provisions of Sections 198, 269, 309, 310 and 311 of the Act, the appointment and payment of remuneration to the above Director shall be subject to approval of the members in general meeting and of the Central Government.

THE SECRETARY Secretary

176 Subject to the provisions of Section 383A of the Act, the Directors may, from time to time, appoint and, at their discretion remove any individual (hereinafter called ‘the Secretary’) who shall have such qualifications as the authority under the Act may prescribe to perform any functions, which by the Act or these Articles are to be performed, by the Secretary, and to execute any other purely ministerial or administrative duties which may from time to time be assigned to the Secretary by the Director. The Directors may also at any time appoint some persons (who need not be the Secretary) to keep the registers required to be kept by the Company.

SEAL The seal, its custody and use

177 . (a) The Directors shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof, and the Directors shall provide for the safe custody of the Seal for the time being and the Seal shall never be used except by or under the authority of the Directors or a Committee of the Directors previously given, and in the presence of one Director at the least, who shall sign every instrument to which the Seal is so affixed in his presence. Seal abroad (b) The Company shall also be at liberty to have

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an official seal in accordance with Section 50 of the Act for use in any territory, district or place outside India and such powers shall accordingly be vested in the Directors.

INTEREST OUT OF CAPITAL Interest may be paid out of Capital

178 Where any shares in the Company are issued for the purpose of raising money to defray the expenses of the construction of any work or building, or the provisions of any plant, which cannot be made profitable for a lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid up, for the period and at the rate and subject to the conditions and restrictions provided by Section 208 of the Act, and may charge the same to capital as part of the cost of construction of the work or building, or the provisions of plant.

DIVIDENDS Division of Profits

179 The profits of the Company subject to any special rights relating thereto created or authorised to be created by these presents shall be divisible among the members in proportion to the amount of Capital paid up or credited as paid up on the shares held by them respectively.

Dividend payable to registered holder 180 No dividend shall be paid by the Company in respect of any share except to the registered holder of such share or to his order or to his banker.

Time for payment of dividend 181 Where a dividend has been declared by the Company it shall be paid within the period provided in Section 207 of the Act.

Capital paid up in advance and interest not to earn dividend

182 Where the Capital is paid up in advance of calls upon the footing that the same shall carry interest, such Capital shall not, whilst carrying interest confer a right to dividend or to participate in profits.

Dividends in proportion to amount paid up

183 (a) The Company shall pay dividends in proportion to the amounts paid up or credited as paid up on each share, when a larger amount is paid up or credited as paid up on some shares than on others. Nothing in this Article shall be deemed to affect in any manner the operation of Section 208 of the Act. (b) Provided always that any Capital paid up on a share during the period in respect of which a dividend is declared, shall unless the terms of issue otherwise provide, only entitle the holder of such share to an apportioned amount of such dividend proportionate to

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the capital from time to time paid during such period on such share shall rank for dividend accordingly.

Company in Annual General Meeting may declare dividends

184 The Company in Annual general meeting may declare a dividend to be paid to the members according to their respective rights and interests in the profits and may fix the time for payment.

Power of Directors to limit dividends 185 No larger dividend shall be declared than is recommended by the Directors but the Company in general meeting may declare a smaller dividend.

Dividends only to be paid out of profits

186 No dividend shall be declared or paid by the Company otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both or out of moneys provided by the Central Government or a State Government for the payment of dividend in pursuance of the guarantee given by that Government provided that: (a) If the Company has not provided for depreciation for any previous financial year or years, it shall before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of that financial year or out of the profits of any other previous financial year or years; (b) If the Company has incurred any loss in any previous financial year or years the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or against both. Provided further that, no dividend shall be declared or paid for any financial year out of the profits of the Company for that year arrived at after providing for depreciation as above, except after the transfer to the reserves of the Company of such percentage of its profits for that year as may be prescribed in accordance with Section 205 of the Act or such higher percentage of its profits as may be allowed in

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accordance with that Section. Nothing contained in this Article shall be deemed to affect in any manner the operation of Section 208 of the Act.

Directors’ declaration as to net profits conclusive

187 The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

Interim Dividends

188 The Directors may, from time to time, pay to the members such interim dividends as in their judgment the position of the Company justifies.

Retention of Dividend until completion of transfer under Article

189 The Directors may retain the Dividends upon shares in respect of which any person is under the Transmission clause of these Articles entitled to become a member or which any person under that clause is entitled to transfer until such person shall become a member in respect of such shares or shall duly transfer the same. No member to receive Dividend whilst indebted to the Company and Company’s right to reimbursement there from

190 Subject to the provisions of the Act, no member shall be entitled to receive payment of any interest or dividend in respect of his share(s) whilst any money may be due or owing from him to the Company in respect of such share(s) or debenture(s) or otherwise however either alone or jointly with any other person or persons and the Directors may deduct from the interest or dividend payable to any member, all sums of moneys so due from him to the Company.

Transferred shares must be registered

191 A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

Dividend how remitted

192 Unless otherwise directed any dividend may be paid by cheque or warrant or a pay-slip or receipt having the force of a cheque or warrant sent through ordinary post to the registered address of the member or person entitled or in the case of joint holders to that one of them first named in the Register of Members in respect of the joint holding. Every such cheque or warrant so sent shall be made payable to the registered holder of shares or to his order or to his bankers. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost, to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means.

Unpaid Dividend or Dividend Warrant posted

193 (a) Where the Company has declared a dividend but which has not been paid or the dividend warrant in

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respect thereof has not been posted within 30 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 30 days, open a special account in that behalf in any scheduled bank as per section 205 A of the Act, 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. (b) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the investor education and protection fund. (c) No unpaid or unclaimed dividend shall be forfeited by the Board.

Dividend and all together 194 Any general meeting declaring a dividend may on the recommendation of the Directors make a call on the members for such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the members, be set off against the calls.

Dividend to be payable in cash 195 No dividend shall be payable except in cash. Provided that nothing in this Article shall be deemed to prohibit the capitalisation of profit or reserves of the Company for the purpose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the Company.

CAPITALISATION

196 (a) Any general meeting may resolve that any amount standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account or any moneys’ investments or other assets forming part of the undivided profits (including profits or surplus moneys arising from the realisation and where permitted by law, from the appreciation in value of any capital assets of the Company) standing to the credit of the General Reserve, Reserve or any Reserve Fund or any other fund of the Company or in the hands of the Company and available for dividend may be capitalised. Any such amount (excepting the amount standing to the Share Premium Account and/or the Capital Redemption Reserve Account) may be capitalised : (i) by the issue and distribution as fully paid shares,

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debentures, debenture stock, bonds or obligations of the Company or (ii) by crediting the shares of the Company which may have been issued and are not fully paid up, with the whole or any part of the sum remaining unpaid thereon. Provided that any amounts standing to the credit of the Share Premium Account may be applied in; (1) paying up un-issued shares of the Company to be issued to members of the Company as fully paid bonus shares; (2) in writing off the preliminary expenses of the Company; (3) in writing off the expenses of, or the commission paid or discount allowed on any issue of shares or debentures of the Company; or (4) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company. Provided further that any amount standing to the credit of the Capital Redemption Reserve Account shall be applied only in paying up un-issued shares of the Company to be issued to the members of the Company as fully paid bonus shares. (b) Such issue and distribution under sub-clause (a) (i) above and such payment to the credit of unpaid share capital under sub-clause (a) (ii) above shall be made to, among and in favour of the members of any class of them or any of them entitled thereto and in accordance with their respective rights and interests and in proportion to the amount of capital paid up on the shares held by them respectively in respect of which such distribution under sub-clause (a) (i) or payment under sub-clause (a) (ii) above shall be made on the footing that such members become entitled thereto as capital. (c) The Directors shall give effect to any such resolution and apply portion of the Profits, General Reserve Fund or any other fund or account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or

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debenture stock, bonds or other obligations of the Company so distributed under sub-clause (a)(i) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid-up under sub-clause (a)(ii) above provided that no such distribution or payment shall be made unless recommended by Directors and if so recommended such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of their interest in the said capitalised sum. (d) For the purpose of giving effect to any such resolution the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue fractional certificates or coupons and fix value for distribution of any specific assets and may determine that such payments be made to any members on the footing of the value so fixed and may vest any such cash, shares, fractional certificates or coupons, debentures, debenture stock, bonds, or other obligations in trustees upon such trusts for the persons entitled thereto as may seem expedient to the Directors and generally may make such arrangement for the acceptance, allotment and sale of such shares, debentures, debenture stock, bonds or other obligations and fractional certificates or coupons or otherwise as they may think fit. (e) Subject to the provisions of the Act and these Articles in cases where some of the shares of the Company are fully paid and others are partly paid only, such capitalisation may be effected by the distribution of further shares in respect of the fully paid shares, and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but so that as between the holders of fully paid shares and the partly paid shares the sums so applied in the payment of such further shares and in the extinguishment of diminution of the liability on the partly paid shares shall be so applied pro rata in proportion to the amount then already paid or credited as paid on the existing fully paid and partly paid shares respectively. When deemed requisite a proper contract shall be filed with the Registrar of Companies in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the members entitled as aforesaid and such appointment shall be effective.

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197 When deemed requisite a proper contract shall be filed with the Registrar of Companies in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the members entitled as aforesaid and such appointment shall be effective.

ACCOUNTS

Accounts 198 The provisions of Sections 209 to 222 of the Act shall be complied with in so far as the same be applicable to the Company

Books of Accounts to be kept 199 (a) The Company shall keep at its Registered Office proper books of accounts as required by Section 209 of the Act with respect to : (i) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure take place; (ii) all sales and purchases of goods by the Company; and (iii) the assets and liabilities of the Company. Provided that all or any of the books of account aforesaid may be kept at such other place in India as the Board of Directors may decide and when the Board of Directors so decide, the Company shall, within seven days of the decision file with the Registrar a notice in writing giving the full address of that other place. (b) If the Company shall have a branch office, whether in or outside India, proper books of account relating to the transactions effected at that office shall be kept at that office and proper summarized returns made upto date at intervals of not more than three months, shall be sent by the branch office to the Company at its Registered Office or other place in India, as the Board thinks fit, where the said books of the Company are kept.

Books to give fair and true view of the Company’s affairs

200 (a) All the aforesaid books shall give a fair and true view of the affairs of the Company of its branch office, as the case may be with respect to the matters aforesaid, and explain the transactions. (b) The books of account shall be open to inspection by any Director during business hours as provided by Section 209 of the Act.

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(c) The books of account of the Company relating to a period of not less than eight years immediately preceding the current year together with the vouchers relevant to any entry in such books of accounts shall be preserved in good order.

Inspection by members 201 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts, books and documents of the Company or any of them, shall be open to the inspection of the members, and no member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by statute or authorized by the Directors or by a resolution of the Company in general meeting.

Statements of Accounts to be furnished to General Meeting

202 The Board of Directors shall lay before each annual general meeting a Profit and Loss Account for the financial year of the Company and a Balance sheet made up as at the end of the financial year which shall be a date, which shall not precede the day of the meeting by more than six months or such extended period as shall have been granted by the Registrar of Companies under the provisions of the Act.

Balance Sheet and Profit and Loss Account

203 (a) Subject to the provisions of Section 211 of the Act, every Balance Sheet and Profit and Loss Account of the Company shall be in the forms set out in parts I and II respectively of Schedule VI of the Act, or as near thereto as circumstances admit. There shall be annexed to every Balance Sheet a statement showing the bodies corporate (indicating separately the bodies corporate in the same group) in the shares of which investments have been made by it (including all investments, whether existing or not, made subsequent to the date as at which the previous Balance Sheet was made out) and the nature and extent of the investments so made in each body corporate. (b) So long as the Company is a holding Company having a subsidiary the Company shall conform to Section 212 and other applicable provisions of the Act. (c) If in the opinion of the Board, any of the current assets of the Company have not a value on realization in the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board is of that opinion shall be stated.

Authentication of Balance Sheet and 204 (a) (i) Save as provided by item (ii) of this sub-clause

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Profit & Loss Account every Balance Sheet and every Profit and Loss Account of the Company shall be signed on behalf of the Board of Directors by the Manager or Secretary, if any, and by not less than two Directors of the Company, one of whom shall be a Managing Director, if any. (ii) When only one of the Directors of the Company is for the time being in India, the Balance Sheet and the Profit and Loss Account shall be signed by such Director, but in such a case, there shall be attached to the Balance Sheet and the Profit and Loss Account a statement signed by him explaining the reason for non-compliance with the provisions of the above item (b) The Balance Sheet, and the Profit and Loss Account, shall be approved by the Board of Directors before they are signed on behalf of the Board in accordance with the provisions of this Article and before they are submitted to the auditors for their report thereon.

Profit and Loss Account to be annexed and Auditors’ Report to be attached to the Balance sheet

205 The Profit and Loss Account shall be annexed to the Balance Sheet and the Auditors’ Report including the Auditors’ separate, special or supplementary report, if any, shall be attached thereto.

Board’s Report to be attached to Balance Sheet

206 (a) Every Balance Sheet laid before the Company in general meeting shall have attached to it a Report by the Board of Directors with respect to the state of the Company’s affairs; the amounts, if any which it proposes to carry to any reserves in such Balance Sheet, the amount, if any, which it recommends to be paid by way of dividends and material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report. (b) The Report shall, so far as it is material for the appreciation of the state of the Company’s affairs by its members and will not in the Board’s opinion be harmful to the business of the Company or of any of its subsidiaries, deal with any changes which have occurred during the financial year in the nature of the Company’s business, in the Company’s subsidiaries or in the nature of the business in which the Company has an interest. (c) The Board shall also give the fullest information and explanations in its Report or in cases falling under

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the proviso to Section 222 of the Act in an addendum to that Report, on every reservation, qualification or adverse remark contained in the Auditor’s Report. (d) The Board’s Report and addendum (if any) thereto shall be signed by its Chairman if he is authorized in that behalf by the Board; and where he is not so authorized shall be signed by such number of Directors as are required to sign the Balance Sheet and the Profit and Loss Account of the Company by virtue of sub-clauses (a) and (b) of Article 203. (e) The Board shall have the right to charge any person not being a Director with the duty of seeing that the provisions of sub-clauses (a) and (c) of this Article are complied with. (f) Every Balance Sheet and Profit and Loss account of the Company when audited and approved and adopted by the members in the annual general meeting shall be conclusive except as regards any matters in respect of which modifications are made thereto as may from time to time be considered necessary by the Board of Directors and or considered proper by reason of any provisions of relevant applicable statutes and approved by shareholders at a subsequent general meeting.

Right of Members to copies of Balance Sheet and Auditor’s Report

207 A copy of every Balance Sheet (including the Profit and Loss Account, the Auditor’s Report and every other document required by Law to be annexed or attached as the case may be, to the Balance Sheet) which is to be laid before the Company in General Meeting shall be made available for inspection at the Registered Office of the Company during working hours for a period of twenty one days before of the meeting.

Three copies of Balance Sheet etc. to be filed with Registrar

208 After the Balance Sheet and Profit and Loss Account have been laid before the Company at the annual general meeting, three copies of the Balance Sheet and Profit and Loss Account duly signed as provided under Section 220 of the Act together with three copies of all documents, which are required to be annexed thereto shall be filed with the Registrar, so far as the same be applicable to the Company

AUDIT Accounts to be audited 209 Every Balance Sheet and Profit and Loss Account

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shall be audited by one or more Auditors to be appointed as hereinafter mentioned.

Appointment and qualifications of auditors

210 (a) The Company at the annual general meeting each year shall appoint an Auditor or Auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting, and shall within seven days of the appointment, give intimation thereof to every auditor so appointed. (b) At any annual general meeting, a retiring Auditor, by whatever authority appointed, shall be reappointed unless : (i) he is not qualified for reappointment; (ii) he has given the Company notice in writing of his unwillingness to be reappointed; (iii) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be reappointed, or (iv) where notice has been given of an intended resolution to appoint some person or persons in the place of retiring Auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with. (c) Where at an annual general meeting no auditors are appointed or reappointed, the Central Government may appoint a person to fill the vacancy. (d) The Company shall, within seven days of the Central Government’s power under sub-clause (c) becoming exercisable give notice of that fact to the Government. (e) The Directors may fill any casual vacancy in the office of Auditor, but while any such vacancy continues the serving or continuing Auditor or Auditors (if any) may act, but where such vacancy be caused by the resignation of an auditor, the vacancy shall only be filled by the Company in general meeting. (f) A person, other than a retiring Auditor, shall not be capable of being appointed at an annual general meeting unless special notice of the Resolution for appointment of that person to the office of Auditor has

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been given by a member to the Company not less than fourteen days before the meeting in accordance with Section 190 of the Act, and the company shall send a copy of any such notice to the retiring Auditor and shall give notice thereof to the members in accordance with Section 190 of the Act, and the provisions of Section 225 of the Act shall apply in the matter. The provision of this sub-clause shall also apply to a Resolution that a retiring Auditor shall not be re-appointed. (g) The persons qualified for appointment as Auditors shall be only those referred to in Section 226 of the Act. (h) None of the persons mentioned in Section 226 of the Act as being not qualified for appointment as Auditors shall be appointed of the Company.

Audit of Branch Office 211 The Company shall comply with the provisions of Section 228 of the Act in relation to the audit of the accounts of branch offices of the Company except to the extent to which any exemption may be granted by the Central Government, in that behalf.

Remuneration of Auditors 212 The remuneration of the Auditors shall be fixed by the Company in general meeting in such manner as the Company may in general meeting determine except that the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Directors.

Auditor to have access to the books of the Company

213 (a) The Auditor/s of the Company shall have a right of access at all times to the books and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor/s. (b) All notices of, and other communications relating to, any general meeting of the Company which any member of the Company is entitled to have sent to him shall also be forwarded to the Auditors of the Company; and the Auditor/s shall be entitled to attend any general meeting and to be heard at any general meeting which he attends to any part of the business which concerns him as Auditor. (c) The Auditors shall make a Report to the members of the Company on the accounts examined by him and on every Balance Sheet and Profit and Loss Account and on every other document declared by the Act to be part of or annexed to the Balance Sheet or Profit

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and Loss Account, which are laid before the Company in annual general meeting during his tenure of office, and the Report shall state whether, in his opinion and to the best of his information and according to the explanation given to him, the accounts give the information required by the Act in the manner so required and give a true and fair view : (i) in the case of the Balance Sheet, of the state of the Company’s affairs as at the end of its financial year : and (ii) in the case of the Profit and Loss Account, of the Profit and Loss for that financial year. (d) The Auditor’s Report shall also state : (i) whether he has obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit; (ii) whether, in his opinion, proper books of accounts as required by law have been kept by the Company so far as appears from his examination of those books and proper returns adequate for the purpose of his audit have been received from branches not visited by him; (iii) whether the report on the accounts of any branch office audited under Section 228 by a person other than the Company auditor has been forwarded to him as required by clause (c) sub-section (3) of the Section and how he has dealt with the same in preparing the Auditor’s Report; (iv) whether the Company’s Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account and returns. (e) Where any of the matters referred to in this Article is answered in the negative or with a qualification the Auditor’s Report shall state the reasons for the answer.

Accounts when audited and approved to be conclusive except as to errors discovered within three months

214 Every account when audited and approved by a general meeting shall be conclusive except as regards any error therein discovered within three months next after the approval thereof. Whenever any such error is discovered within the said period, the accounts shall forthwith be corrected and thenceforth shall be

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conclusive DOCUMENTS AND NOTICES Service of Notice by member

215 A notice may be served on the Company or an Officer thereof by sending it to the Company or Officer at the Registered Office of the Company by post under a certificate of posting or by registered post of by leaving it at its Registered Office. The term ‘Notice’ in this and the following clauses shall summons, notice, requisition, order, judgment or other legal papers and any document.

Service of Notice on Registrar 216 A notice may be served on the Registrar by sending it to him at his office by post under a certificate of posting or by registered post, or by delivering it to, or leaving it for him at him at his office.

Service of Notice on member by the Company

217 (a) A notice may be served by the Company on any member either personally or by sending it by post to him to his registered address or if he has no registered address in India to the address, if any, within India supplied by him to the Company for giving Notice to him. (b) Where a Notice is sent by post : (i) Service thereof shall be deemed to be effected by properly addressing prepaying and posting a letter containing the document, provided that, where a member has intimated to the Company in advance that documents should be sent to him under a certificate of posting or by registered post with or without acknowledgement due, and has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document shall not be deemed to be effected unless it is sent in the manner intimated by the member; and (ii) Such service shall be deemed to have been effected; (1) in the case of a Notice of a meeting at the expiration of forty-eight hours after the letter containing the same is posted, and (2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

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By Advertisement (c) A Notice advertised in a newspaper circulating in neighborhood of the registered office of the Company shall be deemed to be duly served on the day on which the advertisement appears on every member of the Company who has no registered address in India and has not supplied to the Company an address within India for the giving of Notices to him. On Joint holder (d) Any Notice may be served by the Company on the Joint-holders of a share/debenture by serving it on the joint holder named first in the Register of members/debenture holders in respect of the share/debenture. On personal Representative (e) A Notice may be served by the Company on the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title representatives of the deceased or assignees of the insolvent or by any like description, at the address, if any in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by serving the document in any manner in which it might have been served if the death or insolvency had not occurred.

Notice by Company and signatures thereto

218 Any Notice given by the Company shall be signed by a Director, or by such Officer as the Directors may appoint and the signatures thereto may be written printed or lithographed.

Authentication of documents and proceedings

219 Save as otherwise expressly provided in the Act, a document or proceedings requiring authentication by the Company may be signed by the Director, the Managing Director, the Manager, the Secretary or other authorized Officer of the Company and need not be under its Common Seal.

WINDING UP Distribution of Assets

220 (a)Subject to the provisions of the Act, if the company shall be wound up and the assets available for distribution among the members as such shall be less than sufficient to repay the whole of the paid up capital such assets shall be distributed so that, as nearly, as may be, the losses shall be borne by the members in

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proportion to the Capital paid up, or which ought to have been paid up, at the commencement of winding up, on the shares held by them respectively. And if in winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the Capital paid up at the commencement of the winding up the excess shall be distributed amongst the members in proportion to the Capital paid-up at the commencement of the winding up or which ought to have been paid up on the shares held by them respectively. (b) But this clause will not prejudice the rights of the holders of shares issued upon special terms and conditions.

Subject to the provisions of the Act. Distribution in specie of kind

221 (a) If the Company shall be wound up whether voluntarily or otherwise, the liquidators may with the sanction of a special resolution and any other sanction required by the Act, divide amongst the contributories, in specie or kind the whole or any part of the assets of the Company, and may, with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the liquidators with the like sanction shall think fit. (b) If thought expedient, any such division may, subject to the provisions of the Act, be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given (subject to the provisions of the Act) preferential or special rights or may be excluded altogether or in part but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined or any contributory who would be prejudiced thereby shall have the right, if any, to dissent and ancillary rights as if such determination were a special resolution passed pursuant to Section 494 of the Act. (c) in case any shares to be divided as aforesaid involved a liability to calls or otherwise, any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution, by notice in writing direct the liquidators to sell his proportion and pay him the net proceeds and the liquidators shall, if practicable act accordingly.

Rights of shareholders in case of sale 222 Subject to the provisions of the Act, a special

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resolution sanctioning a sale to any other Company duly passed may, in like manner as aforesaid, determine that any shares or other consideration receivable by the Liquidators by distributed amongst the members otherwise than in accordance with their existing rights and any such determination shall be binding upon all the members subject to the rights of dissent, if any, if such right be given by the Act

SECRECY CLAUSE Secrecy Clause

223 (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company shall if so required by the Directors, before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents contained. (b) No member shall be entitled to visit or inspect any works of the Company without the permission of the Directors or to require discovery of or any information respecting any detail of the Company’s trading, or matter which may relate to the conduct of the business of the Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose.

INDEMNITY AND RESPONSIBILITY Directors and others rights to indemnity

224 (a) Subject to the provisions of Section 201 of the Act, every Director, Managing Director, Whole time Director, Manager, Secretary and other Officer or employee of the Company shall be indemnified by the Company against and it shall be the duty of the Directors, out of the funds of the Company to pay all costs, losses and expenses (including traveling expense) which such Director, Manager, Secretary and officer or employee may incur or become liable to by reason of any contract entered into or act deed

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done by him as such Director, Manager, Secretary, Officer or Servant or in any way in the discharge of his duties including expenses and the amount for which such indemnity is provided, shall immediately attach as lien on the property of the Company and have priority between the members over all other claims. (b) Subject as aforesaid, every Director, Managing Director, Manager, Secretary or other officer and employee of the Company shall be indemnified against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in his favor or in which he is acquitted or discharged or in connection with any application under Section 633 of the Act which relief is given to him by the Court and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company.

Directors and other officers not responsible for the acts of others

225 Subject to the provisions of Section 201 of the Act, no Director, Managing Director, Whole time Director or other Officer of the Company shall be liable for the acts, receipts, neglects or defaults Director or other Director or Officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of or redeemable preference shares, debentures or debenture stock and that without being bound to keep the same separate from other assets or to pay interest on the same; with power, however to the Directors at their discretion, to pay or allow to the credit of such fund interest at such rate as the Directors may think proper.

To appoint Managers etc. 226 To appoint and at their discretion to remove or suspend such Managers, Secretaries, Officers, Clerks, Agents and servants for permanent, temporary or special service as they may form time to time think fit and to determine their powers and duties, and fix their salaries or emoluments and require security in such instances and to such amounts as they may think fit and from time to time to provide for the management and transactions of the affairs of the Company in any special locality in India in such manner as they may think fit. The provisions contained in the clause following shall be without prejudice to the general powers conferred by this clause.

To authorize by power of attorney 227 At any time and from time to time by power of attorney

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to appoint any person or persons to be the Attorney or Attorneys of the Company for such purpose) and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such the monies of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or other act of any person, company or corporation, with whom any moneys, securities or effects shall be entrusted or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any other loss or damage or misfortune whatever which shall happen in the execution of the duties of the office or in relation thereto, unless the same happens through his own dishonesty

SOCIAL OBJECTIVE Social Objective 228 The Company shall have among its objectives the

promotion and growth of the national economy through increased productivity, effective utilization of material and manpower resources and continued application of modern scientific and managerial techniques in keeping with the national aspirations, and the Company shall be mindful of its social and moral responsibilities to the consumers, employees, shareholders, society and the local community.

GENERAL POWER General Objective 229 Wherever in the Companies Act, it has been provided

that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company if so authorized by its Articles, then and in that case these regulations hereby authorize and empower the Company to have such rights, privilege or authority and to carry such transactions as have been permitted by the Act.

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SECTION X - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two (2) years before the date of filing of the Draft Red Herring Prospectus) which are or may be deemed material have been entered or are to be entered into by our Company. These contracts, copies of which will be attached to the copy of the Draft Red Herring Prospectus will be delivered to the RoC for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company, from 10.00 a.m. to 4.00 p.m. on working days from the date of filing of the Draft Red Herring Prospectus until the Bid/Issue Closing date. Material Contracts

1. Memorandum of Understanding dated March 27, 2012 between us and Corporate Strategic Allianz Limited appointing them as Book Running Lead Manager to this Issue.

2. Memorandum of Understanding dated March 05, 2012 between us and Sharepro Services (India)

Private Limited, as Registrar to this Issue.

3. Tripartite agreement dated [�] between us, NSDL and Registrar to this Issue.

4. Tripartite agreement dated [�] between us, CDSL and Registrar to this Issue.

5. Escrow Agreement dated [�] between us, the BRLM, Escrow Bankers, Syndicate Member and the Registrar to this Issue.

6. Syndicate Agreement dated [�] between us, BRLM, and the Syndicate Member.

7. Underwriting Agreement dated [�] between us, BRLM, and the Syndicate.

Material Documents

1. Memorandum and Articles of Association of our Company as amended from time to time.

2. Certificate of Incorporation dated August 10, 2010 issued to our Company, pursuant to conversion from Partnership Firm to C. Mahendra InfoJewels Ltd. with CIN U36912GJ2010PLC061930 issued by Registrar of Companies, Gujarat.

3. Resolution passed by Board of Directors of our Company at the meeting held on January 19,

2012 authorizing the issue, subject to the approval of the shareholders of our company under section 81(1A) of the companies Act.

4. Resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on February 14, 2012 authorizing the issue under section 81 (1A).

5. Resolution passed by the shareholders of the company at the Extra Ordinary General Meeting held on February 14, 2012 pursuant to section 293(1) (d) of the companies Act, 1956 relating to borrowing powers.

6. Resolution passed by Board of Directors of our Company at the meeting held on August, 16, 2010 for the appointment of chairman.

7. Resolution passed by Board of Directors of our Company at the meeting held on August, 16, 2010 for the appointment of Managing Director.

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8. Resolution passed by Board of Directors of our Company at the meeting held on December 26,

2011 for the appointment of Whole Time Director and Resolution passed by the shareholders of the company at the Extra Ordinary General Meeting held on January 24, 2012

9. Copy of Restated Audit Report of the Statutory Auditors R. H. Modi & Co., Chartered

Accountants, dated March 02, 2012 and their consent to include the same in the DRHP. 10. Copies of Audit Reports of our Company for the periods ended on March 31, 2011 and

September 30, 2011.

11. Copy of Statement of Tax Benefit dated March 10, 2012 issued by Statutory Auditors R. H. Modi & Co., Chartered Accountants and their consent to include the same in the DRHP.

12. Copy of certificate from Statutory Auditors, R. H. Modi & Co., Chartered Accountants dated March 10, 2012, regarding the sources and deployment of funds.

13. Consents in writing of: our Directors, our Company Secretary, our Compliance Officer, BRLM, the Statutory Auditors, Bankers to our Company, Registrar to the Issue; Legal Advisor to the Issue; Syndicate Members*; IPO Grading Agency*; Underwriters, Refund Bank(s)*, to act in their respective capacities.

* The aforesaid will be appointed and their consents as mentioned above would be obtained prior to filing the Red Herring Prospectus with the ROC.

14. Due Diligence Certificate dated March 19, 2012, to SEBI from Corporate Strategic Allianz Limited.

15. In-principle listing approvals from NSE and BSE dated [�] and [�] respectively.

16. SEBI observation letter no. [�] dated [�] Any of the contracts or documents mentioned in the Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes

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DECLARATION We, the Directors of C. Mahendra InfoJewels Limited, hereby declare that all the relevant provisions of the Companies Act, 1956 and the guidelines issued by the government or the guidelines issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules made there under or guidelines issued, as the case may be. We further certify that all statements in this Draft Red Herring Prospectus are true and correct. SIGNED BY ALL THE DIRECTORS, COMPLIANCE OFFICER AND CHIEF FINANCIAL OFFICER ______________ _________________ Jesingbhai Parikh Shrikant Parikh (Chairman) (Managing Director) _________________ _________________ Sona Parikh Amulbhai Patel (Whole- Time Director) (Independent Director) _________________ _________________ Malaybhai Karbhari Shankar Bhagat (Independent Director) (Independent Director) _________________ _________________ Akash Parik Sona Parikh (Compliance Officer) (Chief Financial Officer) Date: 29.03.2012 �