Capital Structure of the company (Clause 6.4)

The lead merchant banker shall present the capital structure in the following manner:

1. Authorised issued subscribed and paid up capital (Number of instruments, description, aggregate nominal value)

2. Size of present issue giving separately promoters contribution, firm allotment / reservation for specified categories and net offer to public. (Number of instruments, description, aggregate nominal value and issue amount shall be given in that order, Name(s) of group companies to be given, in case, reservation has been made for shareholders of the group companies)

3. Paid-up Capital

   1. after the issue

   2. after conversion of securities (if-applicable)

4. Share Premium Account (before and after the issue)

Notes to Capital Structure (Clause 6.4.2)

After the details of capital structure, the following notes shall be incorporated:-

1. Note relating to promoters' contribution and lock-in period stating date of allotment, date when made fully paid up, Nature of allotment (rights, bonus, etc.), number of securities, face value of securities, issue price of securities, percentage of promoters contribution to total issued capital and the date up to which the securities are locked-in.

2. An illustrative format of promoters contribution and lock-in is specified in Schedule VIII.

   1. percentage of contribution by the promoters whose name figured in the prospectus as promoters in the paragraph on "Promoters and their background" and the date up to which the securities are locked-in.

   2. An illustrative format of promoters contribution whose name figures in prospectus is specified in Schedule IX.

3. statement that promoters contribution has been brought in not less than the specified minimum lot and from persons defined as promoters under the Guidelines.

4. Statement that the promoters undertake to accept full conversion, if the promoters contribution is in terms of the same optionally convertible security as is being offered to the public.

5. Details of all "buy-back" and `stand by' and similar arrangements for purchase of securities by promoters, directors and lead merchant bankers shall be disclosed.

6. 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 nearer multiple of 100 while finalising the allotment.

7. A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid up or may be forfeited within 12 months from the date of allotment of securities in the manner specified in clause 8.6.2..

8. A note stating that;-

   1. (i) unsubscribed portion in any reserved category may be added to any other reserved category.

   2. (ii) The unsubscribed portion, if any, after such inter se adjustments amongst the reserved categories shall be added back to the net offer to the public.

9. In case of under-subscription in the net offer to the public portion spillover to the extent of under-subscription shall be permitted from the reserved category to the net public offer portion.

10. Following details regarding major shareholders:-

    1. names of the ten largest shareholders as on the date of filing of the prospectus with the registrar of Companies;

    2. number of shares held by shareholders at (i) above including number of shares which they would be entitled to upon exercise of warrant, option, rights to convert a debenture, loan or other instrument;

    3. particulars as in (i) and (ii) above as on a date two years prior to the date of filing the prospectus with the Registrar of Company,

    4. Particulars as in (i) and (ii) above as on a date 10 days prior to the date of filing of the prospectus with the Registrar of the Company;

    5. if the issuer company has made an initial public offering within the immediately preceding two years, the above information shall be given separately indicating the names of persons who acquired shares by subscriptions to the public issue and those who acquired the shares by allotment on a firm basis or by private placement.

11. The details of:-

    1. the aggregate shareholding of the Promoters group and of the directors of the Promoters, where the promoter is a company;

    2. aggregate number of securities purchased or sold by the Promoters Group and the directors of the promoter during a period of six months preceding the date on which the draft prospectus is filed with Board and to be updated by incorporating the information in this regard till the time of filing the prospectus with the Registrar of the Company;

    3. the maximum and minimum price at which purchases and sales referred to in (ii) above were made along with the relevant dates.

12. In the event of it not being possible to obtain information regarding sales and purchase of securities by any relative of the promoters, a statement to that effect shall be made in the prospectus on the basis of the transfers recorded in the books of the company.

Explanation I

For the purpose of sub-clauses (i) to (iii) of clause k above, the term 'promoter' shall include -

1. the person or persons who are in over-all control of the company.

2. the person or persons who are instrumental in the formulation of a plan or programme pursuant to which the securities are offered to the public;

3. the persons or persons named in the prospectus as promoters(s) :
   Provided that a director / officer of the issuer company or person, if they are acting as such merely in their professional capacity shall not be included in the Explanation.

Explanation II

Promoter Group" should include

1. the promoter,

2. an immediate relative of the promoter (i.e. any spouse of that person, or any parent, brother, sister or child of the person or of the spouse);and

3. in case promoter is a company-

   1. a subsidiary or holding company of that company;

   2. any company in which the promoter holds 10% or more of the equity capital or which holds 10% or more of the equity capital of the Promoter;

   3. any company in which a group of individuals or companies or combinations thereof who holds 20% or more of the equity capital in that company also holds 20% or more of the equity capital of the issuer company; and

4. in case the promoter is an individual,-

   1. any company in which 10% or more of the share capital is held by the promoter or an immediate relative of the promoter' or a firm or HUF in which the 'Promoter' or any one or more of his immediate relative is a member;

   2. any company in which a company specified in (i) above, holds 10% or more, of the share capital;

   3. any HUF or firm in which the aggregate share of the promoter and his immediate relatives is equal to or more than 10% of the total, and

5. all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus "shareholding of the promoter group".

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

Terms of the present issue (Clause 6.5)

Terms of payment- The caption "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues" shall appear (Clause 6.5.1)

Arrangements for Disposal of Odd Lots

1. Any arrangements made by the issuer company for providing liquidity for and consolidation of the shares held in odd lots, particularly when such odd lots arise on account of issues by way of rights, bonus, conversion of debentures/warrants etc., shall be intimated to the shareholders/ investors. (Clause 6.5.2.1)

2. The company is free to make arrangements for providing liquidity in respect of odd lot shares through any investment or finance company, broking firms or through any other agency and the particulars of such arrangement, if any, may be disclosed in the offer documents related to the concerned issue of capital

Lead Merchant Banker shall ascertain whether the companies coming for fresh issue of capital propose to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the company held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document.(Clause 6.5.2.2)

Whenever any issue results in issue of shares in odd lots, the issuer company, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares.(Clause 6.5.2.3)