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DRAFT RED HERRING PROSPECTUS 27th March, 2012 Please read Section 60B of the Companies Act, 1956 100% Book Building Issue

ACE TOURS WORLDWIDE LIMITED Our Company was originally incorporated as “Ace Tours Worldwide Private Limited” on July 13, 2007 by conversion of a partnership firm Ace Tours Worldwide under Part IX of the Companies Act, 1956 vide Certificate of Incorporation bearing CIN number U63040GJ2007PTC051318 issued by the Asst. Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company was converted into a public limited company vide fresh Certificate of Incorporation dated September 30, 2011 and the name of our Company was changed to “Ace Tours Worldwide Limited”. Registered Office: F-22-23-24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat. Telephone: +91 261 265 6667; Facsimile: +91 261 265 6851 Email: [emailprotected]; Website: www.ace1world.com Contact Person: Mr. Ankit Shulka, Company Secretary and Compliance Officer Our Promoter: Mr. Raju Choksi, Mr. Bharat Choksi, Mr. Jayesh Choksi and Mr. Mayank Choksi PUBLIC ISSUE OF 81,00,000 EQUITY SHARES OF ` 10/- EACH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ` [●] PER EQUITY SHARE) FOR CASH AGGREGATING ` [●] LACS (THE “ISSUE”), BY ACE TOURS WORLDWIDE LIMITED (THE “COMPANY” OR THE “ISSUER”). THE ISSUE WILL CONSTITUTE 52.88% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF OUR COMPANY. Price Band: ` [•] to ` [•] Per Equity Share of Face Value of ` 10 each The 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 working days prior to the bid/issue opening date. The Floor Price is [•] times of the Face Value and the Cap Price is [●] times of the Face Value 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/Issue Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE), whose online IPO system will be available for bidding, by issuing a press release and by indicating the change on the website of the Book Running Lead Manager (BRLM) and the terminals of the member(s) of the Syndicate. This being an Issue for Equity Shares representing more than 25% of the post-Issue equity share capital of the Company, Equity Shares will be offered to the public for subscription in accordance with Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"). The Issue is being made under sub-regulation (2)(a)(i) and (2)(b)(i) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations”) and through the 100% Book Building Process wherein at least 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers, of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation to the QIB Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price. All non-retail Bidders, shall participate in this Issue through the Application Supported by Blocked Amount ("ASBA") process. Retail Bidders participating in this Issue may also utilize the ASBA process to submit their Bids. For details, please refer to the chapter titled ‘Issue Procedure’ beginning on page 181 of the Draft Red Herring Prospectus. RISKS IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares is ` 10/- and the Floor Price is [●] times of the Face Value and the Cap Price is [●] times of the Face Value. The price band (has been determined and justified by the BRLM and the issuer as stated under the chapter on “Basis for Issue Price” beginning on page 71 of the Draft Red Herring Prospectus) should not be taken to be indicative of the market price of our Equity Shares after our Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing. 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 risk of 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 the Issuer and the Issue including the risk involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does the SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the statement of ‘Risk Factors’ beginning on Page 15 of the Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable enquiries, accepts responsibility for, and confirms that the Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue; that the information contained in the Draft Red Herring Prospectus is true and correct in all material aspects 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 of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. IPO GRADING The Issue has been graded by [●] and has been assigned a grade of [●] indicating [●].For further details and grading rationale, please refer to page [●] of the Draft Red Herring Prospectus under the section ‘General Information’. LISTING ARRANGEMENT The Equity Shares issued through the Draft Red Herring Prospectus are proposed to be listed on Bombay Stock Exchange Limited (BSE) and on The National Stock Exchange of India Limited (NSE). In-principle approvals have been received from BSE and NSE for the listing of the Equity Shares vide their letters dated [●] and [●] respectively. For the purposes of this Issue, BSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

Corporate Strategic Allianz Limited SEBI Registration No: INM000011260 402, Samedh Complex, Near Associated Petrol Pump, C.G. Road, Ahmedabad – 380 006. Tel No: + 91 79 2642 4138 Telefax No: +91 79 4002 4670 Email: [emailprotected] Investor Grievance ID: [emailprotected] Website: www.csapl.com Contact Person: Mr. Chetan Sharma/Ms. Vidhi Shah Bid/Issue Opens on

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Bigshare Services Private Limited SEBI Registration No: INR000001385 E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai – 400 072 Tel No: +91 22 4043 0200 Fax No: +91 22 2847 5207 Website: www.bigshareonline.com Email: [emailprotected] Contact Person: Ashok Shetty ISSUE PROGRAMME Bid/Issue Closes on

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TABLE OF CONTENTS CONTENTS Section I – Definitions and Abbreviations Company Related Terms Conventional/General Terms Issue Related Terms Technical / Industry Related Terms / Abbreviations Conventional/General Terms / Abbreviations Section II – General Presentation of Financial Information and Use of Market Data Forward Looking Statements Section III – Risk Factors Risk Factors Section IV – Introduction Summary Summary of Financial Information Brief Details of the Issue General Information Capital Structure Section V – Objects of the Issue Objects of the Issue Basic Terms of the Issue Basis for Issue Price Statement of Tax Benefits Section VI – About Us Industry Overview Our Business Key Industry Regulations and Policies History and Other Corporate Matters Our Management Our Promoter and Promoter Group Currency of Presentation Dividend Policy Section VII – Financial Information Auditors’ Report and Financial Information of Our Company Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements Section VIII – Legal and other Regulatory Information Outstanding Litigations, Material Developments and Other Disclosures Government and Other Statutory Approvals Other Regulatory and Statutory Disclosures Section IX –Issue Related Information Terms of the Issue Issue Structure Issue Procedure Restrictions on Foreign Ownership of Indian Securities Section X –Main Provisions of the Articles of Association Main Provisions of Articles of Association Section XI –Other Information Material Contracts and Documents for Inspection Section XII – Declaration

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SECTION I – DEFINITIONS AND ABBREVIATIONS In the Draft Red Herring Prospectus, unless the context otherwise requires, the terms defined and abbreviations stated hereunder shall have the meanings as assigned therewith as stated in this Section. Company Related Terms Term “the Company”, “our Company”, “Issuer”, “Issuer Company”, Ace Tours worldwide Limited”,“we”, “us”, “our”, “The Issuer” The Group Articles or Articles of Association or AoA or our Articles Audit Committee Board, Board of Directors or our Board Director(s) Memorandum, our Memorandum or Memorandum of Association or MoA Our Group Entities Our Promoters Registered Office RoC / Registrar of Companies, Gujarat Statutory Auditors

Description Ace Tours Worldwide Limited, a public limited company incorporated under the Companies Act, 1956, and having its registered office at F22-23-24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat Unless the context otherwise requires, refers to its group companies, on a consolidation basis. The Articles of Association of our Company, as amended from time to time Committee of Directors as constituted as our Company’s Audit Committee in accordance with Clause 49 of the Listing Agreement. The Board of Directors of our Company, duly constituted from time to time, including any committee thereof The Director(s) of our Company The Memorandum of Association of our Company, as amended from time to time Such entities as are included in the chapter titled ‘Our Group Entities’ beginning on page 117 of the Draft Red Herring Prospectus. Mr. Raju Choksi, Mr. Bharat Choksi, Mr. Jayesh Choksi and Mr. Mayank Choksi The registered and corporate office of our Company, situated at F-2223-24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat The Registrar of Companies located at ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380 013. The statutory auditors of our Company, being M/s. Rasesh Shah and Associates, Chartered Accountants

Issue Related Terms Term “Issue” or “the Issue” or “this Issue” “you”, “your” or “yours” Allocation / Allocation of Equity Shares Allot / Allotted / Allotment/ Allotment of Equity Shares Allotment Advice

Allottee Application Supported by

Description Public Issue of 81,00,000 Equity Shares of face value of ` 10 each for cash at a price of [●] per Equity Share (including share premium of [●] per Equity Share) aggregating to [●] lacs All such references are to the Bidders to the Issue, unless the context otherwise specifies Unless the context otherwise requires, the allocation of Equity Shares pursuant to this Issue to the successful Bidders Unless the context otherwise requires, means the allotment of Equity Shares pursuant to this Issue to successful Bidders The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is to be Allotted the Equity Shares after discovery of the Issue Price in accordance with the Book Building Process, including any revisions thereof A successful Bidder to whom the Equity Shares are Allotted pursuant to this Issue An application, whether physical or electronic, used by all Bidders to 2

Term Blocked Amount/ ASBA ASBA Account

ASBA Bid cum Application Form / ASBA Form

ASBA Bidder(s)

ASBA Revision Form

Banker(s) to the Issue/ Escrow Collection Bank(s) Bankers to our Company Basis of Allotment / Basis of Allocation Bid Amount

Bid cum Application Form

Bid(s)

Bid / Issue Closing Date

Description make a Bid authorising a SCSBs to block the Bid Amount in a specified bank account maintained with the SCSBs Account maintained by an ASBA Bidder with a SCSBs which will be blocked by such SCSBs to the extent of the appropriate Bid Amount of the ASBA Bidder, as specified in the ASBA Bid cum Application Form. The form, whether physical or electronic, used by an ASBA Bidder to submit a Bid, which contains an authorisation to block the Bid Amount in an ASBA Account and would be considered as an application for Allotment to ASBA Bidders in terms of the Red Herring Prospectus. Pursuant to SEBI circular number CIR/CFD/DIL/7/2010 dated July 13, 2010, ASBA Bid cum Application Forms shall be made available for download from the respective websites of the Stock Exchange(s) Any prospective investor(s) in this Issue who Bid/ apply through the ASBA process Pursuant to SEBI circular number CIR/CFD/DIL/1/2011 dated April 29, 2011, non-retail Investors i.e. QIBs and Non-Institutional Investors participating in this Issue are required to mandatorily use the ASBA facility to submit their Bids The form, whether physical or electronic, used by an ASBA Bidder to modify the quantity of Equity Shares or the Bid Amount in any of his/her ASBA Bid cum Application Form or any previous ASBA Revision Form(s) Pursuant to SEBI circular number CIR/CFD/DIL/7/2010 dated July 13, 2010, ASBA Revision Forms shall be made available for download from the respective websites of the Stock Exchange(s) The bank(s) which are clearing members and registered with SEBI as Banker to the Issue with whom the Escrow Account will be opened, in this case being [●] Such entities which are disclosed as Bankers to our Company in the chapter titled ‘General Information’ beginning on page 36 of the Draft Red Herring Prospectus The basis on which Equity Shares will be Allotted / Allocated to successful Bidders pursuant to the Issue and which is described under chapter titled ‘Issue Procedure’ beginning on page 181 of the Draft Red Herring Prospectus The highest value of the optional Bids indicated in the Bid cum Application Form and payable by a Bidder on submission of a Bid in the Issue and in case of ASBA Bidders, the amount mentioned in the ASBA Bid cum Application Form The form used by a Bidder to make a Bid including the ASBA Bid cum Application Form (as applicable), which will be considered as the application for Allotment for the purposes of the Red Herring Prospectus and the Prospectus An indication to make an offer during the Bid / Issue Period by the Bidders, pursuant to submission of the Bid cum Application Form or ASBA Form as the case may be, to subscribe to the Equity Shares of our Company in this Issue at a price within the Price Band, including all revisions and modifications if any, made to such Bid(s) The date after which the members of the Syndicate and the designated branches of the SCSBs shall not accept any Bids for the Issue, which shall be a date notified in two national daily newspapers (one each in English and in Hindi) of wide circulation, and one regional (Gujarati) daily newspaper of wide circulation, where the Registered Office of our Company is situated. Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to 3

Term

Bid / Issue Opening Date

Bid / Issue Period

Bidder

Bidding Centre Bidding Period or Bidding/Issue Period or Issue/Bidding Period Book Building Process / Book Building Method BRLM / Book Running Lead Manager Brokers Business Day Cap Price Compliance Officer Controlling Branches

Cut-off Price

Demographic Details Depositories Designated Branch Designated Date

Designated Stock Exchange

Description the Bid / Issue Closing Date, which shall also be notified in the said advertisem*nt in two national daily newspapers (one each in English and in Hindi) of wide circulation, and one regional (Gujarati) daily newspaper of wide circulation, where the Registered Office of our Company is situated The date on which the members of the Syndicate and the SCSBs shall start accepting Bids for the Issue, which shall be a date notified in two national daily newspapers (one each in English and in Hindi) of wide circulation and one regional (Gujarati) daily newspaper of wide circulation, where the Registered Office of our Company is situated The period between the Bid / Issue Opening Date and the Bid / Issue Closing Date, both days inclusive, during which prospective Bidders and the ASBA Bidders can submit their Bids, including any revisions thereof Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form including an ASBA Bidder who Bids through an ASBA Bid cum Application Form A centre for acceptance of the Bid cum Application Form. The period between the Issue opening Date and Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids including any revisions thereof The book building route as provided under Schedule XI of the SEBI ICDR Regulations, in terms of which this Issue is being made Book Running Lead Manager to the Issue, in this case being Corporate Strategic Allianz Private Limited Brokers registered with any recognized stock exchange, appointed by the members of the syndicate. Any day on which commercial banks in Gujarat are open for business. The higher end of the Price Band above which the Issue Price will not be finalised and above which no Bids will be accepted The Company Secretary of our Company, being Mr. Ankit Shukla Such branches of the SCSBs which coordinate under this Issue by the ASBA Bidders with the BRLM, the Registrar to the Issue and the Stock Exchanges, a list of which is available at http://www.sebi.gov.in/pmd/scsb/html Any price within the Price Band finalised by our Company in consultation with the Book Running Lead Manager. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price, for a Bid Amount not exceeding ` 2 lacs. No other category of Bidders are entitled to Bid at the Cut-off Price The demographic details of the Bidders such as their address, PAN, occupation and bank account details. Depositories registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended from time to time, being NSDL and CDSL Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA Bidders, a list of which is available at http://www.sebi.gov.in/pmd/scsb/html The date on which funds are transferred from the Escrow Account to the Public Issue Account or the Refund Account, as appropriate, or the amount blocked by the SCSBs is transferred from the ASBA Account specified by the ASBA Bidder to the Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to successful Bidders Bombay Stock Exchange Limited

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Term Draft Red Herring Prospectus or DRHP

Eligible NRIs

Equity Shares Escrow Account(s) Escrow Agreement

First / Sole Bidder Floor Price Initial Public Offering IPO Grading Agency/ Grading Agency Issue

Issue Agreement Issue Price Issue Proceeds Listing Agreement Mutual Fund Portion Mutual Funds Net Proceeds

NIF Non-Institutional Bidders

Description th The Draft Red Herring Prospectus dated, 27 March 2012, issued in accordance with Section 60B of the Companies Act and SEBI ICDR Regulations, filed with SEBI and which does not contain complete particulars of the price at which the Equity Shares would be issued and the size of the Issue NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein Equity shares of our Company of face value of ` 10 each, fully paid up, unless otherwise specified in the context thereof Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder (excluding ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid Agreement to be entered into by our Company, the Registrar to the Issue, the BRLM, the Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected from the Bidders (excluding ASBA Bidders) on the terms and conditions thereof The Bidder whose name appears first in the Bid cum Application Form or Revision Form or the ASBA Bid cum Application Form or ASBA Revision Form The lower end of the Price Band, at or above which the Issue Price will be finalised and below which no Bids will be accepted An offer of specified securities by an unlisted issuer to the public for subscription. [●], the grading agency appointed by our company for grading this issue. Public Issue of 81,00,000 equity shares of ` 10/- each of the Company for cash at a price of ` [●] per equity shares (including a share premium of ` [●] per equity share) aggregating to ` [●] Lacs (the Issue) The agreement dated 27th March, 2012, entered into by our Company and the BRLM, pursuant to which certain arrangements are agreed to, in relation to the Issue The final price at which the Equity Shares will be issued and allotted in terms of the Prospectus. The Issue Price will be decided by our Company in consultation with the BRLM on the Pricing Date Proceeds from the Issue that will be available to our Company, being ` [●] lacs Equity listing agreements to be entered into by our Company with the Stock Exchange(s) 5% of the QIB Portion or 2,02,500 Equity Shares available for allocation to Mutual Funds, out of the QIB Portion A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time The Issue Proceeds less the Issue related expenses. For further information about use of the Issue Proceeds and the Issue related expenses, please refer to the chapter titled ‘Objects of the Issue’ beginning on page 58 of the Draft Red Herring Prospectus National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of Government of India published in the Gazette of India As defined in the SEBI ICDR Regulations and includes all Bidders including sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals, that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for a cumulative amount more than ` 2 lacs (but not including NRIs other than eligible NRIs) 5

Term Non-Institutional Portion

NR / Non-Resident NRI(s) / Non Resident Indian OCB(s) / Overseas Corporate Body

Pay-in-Period / Pay-in Period Payment through electronic transfer of funds Price Band

Pricing Date Prospectus

Public Issue Account QFIs

QIB Portion Qualified Institutional Buyers or QIBs

Description The portion of the Issue being not less than 15% of the Issue, consisting of 12,15,000 Equity Shares, available for Allocation to Non Institutional Bidders on a proportionate basis, subject to receipt of valid Bids at or above the Issue Price A person resident outside India, as defined under FEMA including eligible NRIs and FIIs A “person resident outside India”, as defined under FEMA and who is a citizen of India or is a person of Indian origin (as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended) 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 irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000. OCBs are not allowed to invest in this Issue. The period commencing on the Bid / Issue Opening Date and continuing till the Bid / Issue Closing Date Payment made through NECS, Direct Credit, RTGS or NEFT, as applicable 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 our Company in consultation with the BRLM and advertised at least two Working Days prior to the Bid / Issue Opening Date, in two national daily newspapers (one each in English and in Hindi) of wide circulation, and one regional (Gujarati) daily newspaper, of wide circulation, where the Registered Office of our Company is situated The date on which our Company in consultation with the BRLM, finalises the Issue Price The prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act, 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 additional information Account opened with the Bankers to the Issue by our Company to receive monies from the Escrow Account and the SCSBs from the bank accounts of the ASBA Bidders on the Designated Date Qualified Foreign Investor means a person resident in a country, which is compliant with Financial Action Task Force standards and is a signatory to International Organization of Securities Commission’s Multilateral Memorandum of Understanding. However, a QFI cannot be a resident in India or a SEBI registered Foreign Institutional Investor or a Sub-account. The expressions ‘person’ and ‘resident in India’ shall have the meaning as ascribed in the Income Tax Act, 1961. The portion of the Issue being at least 50% of the Issue, consisting of at least 40,50,000 Equity Shares, available for Allocation to QIBs, subject to receipt of valid Bids at or above the Issue Price. As defined under the SEBI ICDR Regulations, including public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FII and sub-account (other than a sub-account which is a foreign corporate or foreign individual) registered with SEBI, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with Insurance Regulatory and Development Authority, provident fund with minimum corpus of ` 2,500 lacs, pension fund with 6

Term

Red Herring Prospectus / RHP

Refund Account(s)

Refund Bank (s) / Refund Banker(s)

Refunds through electronic transfer of funds Registrar to the Issue Resident Retail Individual Bidder / Resident Retail Individual Investor Retail Individual Bidder(s)

Retail Portion Revision Form SCSB Agreement

Self Certified Syndicate Bank or SCSBs Stock Exchanges Sub Syndicate Member Syndicate Syndicate Agreement Syndicate Member(s) Syndicate ASBA Centres

Description minimum corpus of ` 2,500 lacs, NIF and insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars 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 the Prospectus upon filing with the RoC after the Pricing Date No-lien account maintained by the Refund Bank(s) to which the surplus money shall be transferred and from which refunds of the whole or part of the Bid Amount (excluding that of the ASBA Bidders), if any, shall be made. The bank(s) which have been appointed / designated for the purpose of refunding the amount to 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 181 of the Draft Red Herring Prospectus Refunds made through ECS / NECS, Direct Credit, NEFT, RTGS or the ASBA process, as applicable Registrar to this Issue, being Bigshare Services Private Limited A Retail Individual Bidder who is a “person resident in India” (as defined in FEMA). Individual Bidders who have Bid for Equity Shares for an amount not more than ` 2 lacs in any of the bidding options in the Issue (includes HUFs applying through their Karta and does not include NRIs other than Eligible NRIs) The portion of the Issue being not less than 35% of the Issue, consisting of 28,35,000 Equity Shares, available for Allocation to Retail Individual Bidders on a proportionate basis. 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) The deemed agreement between the SCSBs, the BRLM, the Registrar to the Issue and our Company, in relation to the collection of Bids from the ASBA Bidders and payment of funds by the SCSBs to the Public Issue Account. Self Certified Syndicate Bank is a Banker to an Issue registered with SEBI which offers the facility of making a Applications Supported by Blocked Amount and recognised as such by SEBI, a list of which is available at http://www.sebi.gov.in/pmd/scsb/html BSE and NSE, referred to as collectively A SEBI registered member of BSE and / or NSE appointed by the BRLM and / or Syndicate Member to act as a Sub Syndicate Member in the Issue Jointly, the BRLM, the Syndicate Members and the Sub Syndicate Members The agreement to be entered into between the BRLM along with the Syndicate Members and our Company in relation to the collection of Bids (excluding Bids by ASBA Bidders) in this Issue An intermediary registered with the SEBI to act as a syndicate member and who is permitted to carry on the activity as an underwriter, in this case being [y] The bidding centres of the members of the Syndicate or their respective sub-syndicate members in Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat as specified by way of the SEBI circular dated April 7

Term Transaction Registration Slip / TRS Underwriters Underwriting Agreement Working Day

Description 29,2011, bearing no CIR/CFD/DIL/1/2011. The slip or document issued by member of the Syndicate or the SCSBs (only on demand), as the case may be, to the Bidder as proof of registration of the Bid The Book Running Lead Manager and the Syndicate Members The agreement among the Underwriters and our Company to be entered into, on or after the Pricing Date Unless the context otherwise requires: (a) Till the Bid / Issue closing date: All days other than a Saturday, Sunday or a public holiday; (b) Post the Bid / Issue closing date: All days other than a Sunday or a public holiday And on which commercial banks in Mumbai are open for business in accordance with the SEBI circular no. CIR/CFD/DIL/3/2010 dated April 22, 2010

Technical / Industry Related Terms / Abbreviations Term CAGR CV FDI GOI HR IT I. T. Act I. T. Rules MNC R&D SME Sq.ft. sq.mtrs. UNTWO VOA TVOA MDA PIB

Description Compounded Annual Growth Rate Curriculum Vitae Foreign Direct Investment Government of India Human Resource Information Technology The Income Tax Act, 1961, as amended from time to time The Income Tax Rules, 1962, as amended from time to time Multi National Company Research & Development Small and Medium Enterprises Square feet Square meters United Nations World Tourism Organisation Visa on Arrival Tourist Visa on Arrival Market development Assistance Press Information Bureau

Conventional/General Terms / Abbreviations Abbreviation/Acronym A/c AGM AS ASBA AY BCCL BRLM BSE CAN CDSL CENVAT CIN Companies Act CRR

Description Account Annual General Meeting. Accounting Standards issued by the Institute of Chartered Accountants of India Applications Supported by Blocked Amount Assessment Year; the period of twelve months commencing from the 1st day of April every year Bennett Coleman & Co. Ltd. Book Running Lead Manager Bombay Stock Exchange Limited Confirmation of Allocation Note Central Depository Services (India) Limited. Central Value Added Tax Corporate Identity Number The Companies Act, 1956, as amended from time to time Cash Reserve Ratio 8

Abbreviation/Acronym Depositories Act DIN DIPP DP EBIDTA ECS EGM EPS ESIC FCNR Account FDI FEMA FEMA Regulations FII FII Regulations Financial Year / Fiscal / Fiscal Year / FY FIPB FVCI FVCI Regulations GDP GIR Number GoI/ Government HNI HUF ICAI ICSI IFRS Indian GAAP IPO ISO Key Managerial Personnel / KMP

Ltd. Merchant Banker MICR MOU N.A.

NAV

Description The Depositories Act, 1996, as amended from time to time Director’s identification number Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India. A Depository Participant as defined under the Depositories Act Earnings before Interest, Depreciation, Tax, Amortisation and extraordinary items Electronic Clearing System Extraordinary General Meeting Earnings per Share Employee State Insurance Corporation Foreign Currency Non Resident Account Foreign Direct Investment The Foreign Exchange Management Act, 1999, together with rules and regulations framed thereunder, as amended Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended Foreign Institutional Investor, as defined under the FII Regulations and registered with the SEBI under applicable laws in India Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended Period of twelve months ended March 31 of that particular year, unless specifically stated otherwise Foreign Investment Promotion Board Foreign venture capital investor as defined in and registered under the FVCI Regulations. Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended. Gross Domestic Product General Index Registry Number Government of India High Net worth Individual Hindu Undivided Family Institute of Chartered Accountants of India Institute of Company Secretaries of India International Financial Reporting Standards. Generally Accepted Accounting Principles in India. Initial Public Offer International Organisation for Standardization The officers vested with executive powers and the officers at the level immediately below the Board of Directors of the Issuer Company and other persons whom the Issuer has declared as a Key Managerial Personnel and as mentioned in the chapter titled ‘Our Management’ beginning on page 99 of the Draft Red Herring Prospectus Limited Merchant banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 as amended from time to time Magnetic Ink Character Recognition Memorandum of Understanding Not Applicable Net Asset Value being paid-up equity share capital plus free reserves (excluding reserves created out of revaluation, preference share capital and share application money) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of ‘profit and loss account’, divided by number of issued Equity Shares outstanding at the end of the Fiscal. 9

Abbreviation/Acronym NBFC NECS NEFT NIFTY NR NRE Account NRI NRO NSDL NSE NSEL NTA p.a. P/E Ratio PAN PAT PBT R&D RBI RBI Act RoNW Rs./ ` / INR/Rupees RTGS SCRA SCRR SEBI SEBI Act SEBI ICDR Regulations / ICDR Regulations / SEBI ICDR / ICDR SEBI Insider Trading Regulations SEBI Rules and Regulations

SEBI Takeover Regulations/ Takeover Code Sec. Securities Act SICA Sub-account TDS U.S. or US or U. S. A. UIN

Description Non-Banking Finance Company National Electronic Clearing System National Electronic Fund Transfer National Stock Exchange Sensitive Index Non-Resident Non Resident External Account Non-Resident Indian Non Resident Ordinary Account National Securities Depository Limited National Stock Exchange of India Limited National Spot Exchange Limited Net Tangible Assets Per annum Price/Earnings Ratio Permanent Account Number Profit After Tax Profit Before Tax Research and Development Reserve Bank of India The Reserve Bank of India Act, 1934, as amended from time to time. Return on Net Worth Indian Rupees, the legal currency of the Republic of India Real Time Gross Settlement Securities Contracts (Regulation) Act, 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time The Securities and Exchange Board of India constituted under the SEBI Act, 1992 Securities and Exchange Board of India Act, 1992, read with rules and regulations thereunder and amendments thereto and as amended from time to time SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, including instructions and clarifications issued by SEBI from time to time. 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 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 it from time to time. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time. Section The U.S. Securities Act of 1933, as amended. Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time Sub-accounts registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investor) Regulations, 1995, as amended. Tax Deducted at Source The United States of America Unique Identification Number issued in terms of SEBI (Central Database of Market Participants) Regulations, 2003, as amended from time to time. 10

Abbreviation/Acronym UoI VCF Regulations VCFs

Description Union of India Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended from time to time Venture Capital Funds as defined in and registered with SEBI under the VCF Regulations

Notwithstanding the foregoing: 1. In the section titled ‘Main Provisions of the Articles of Association’ beginning on page 223 of the Draft Red Herring Prospectus , defined terms shall have the meaning given to such terms in that section; 2. In the chapters titled ‘Summary of Business’ and ‘Our Business’ beginning on pages 30 and 87 respectively, of the Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section; 1. In the section titled ‘Risk Factors’ beginning on page 15 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section; 2.

In the chapter titled ‘Statement of Tax Benefits’ beginning on page 73 of the Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;

In the chapter titled ‘Management’s Discussion and Analysis of Financial Conditions and Results of Operation’ beginning on page 144 of the Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section.

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SECTION II – GENERAL PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA Certain Conventions Unless otherwise specified or the context otherwise requires, all references to ‘India’ in the Draft Red Herring Prospectus are to the Republic of India, together with its territories and possessions, all references to the ‘US’, the ‘USA’, the ‘United States’ or the ‘U.S.’ are to the United States of America, together with its territories and possessions. Financial Data Unless stated otherwise, the financial data in the Draft Red Herring Prospectus is derived from our audited financial statements for the Fiscals 2008, 2009, 2010, 2011 and seven months period ended October 31, 2011 prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI ICDR Regulations and the Indian GAAP which are included in the Draft Red Herring Prospectus, and set out in the section titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus. Our Fiscal commences on April 1 and ends on March 31 of the following year, so all references to a particular Fiscal are to the twelve-month period ended March 31 of that year. In the Draft Red Herring Prospectus, discrepancies in any table, graphs or charts between the total and the sums of the amounts listed are due to rounding-off. There are significant differences between Indian GAAP, IFRS and U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included herein, and the investors should consult their own advisors regarding such differences and their impact on the financial data. Accordingly, the degree to which the restated 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. 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. Any percentage amounts, as set forth in the sections / chapters titled ‘Risk Factors’, ‘Our Business’ and ‘Management's Discussion and Analysis of Financial Condition and Results of Operations’ beginning on pages 15, 87 and 144 respectively, of the Draft Red Herring Prospectus and elsewhere in the Draft Red Herring Prospectus, unless otherwise indicated, have been calculated on the basis of our restated financial statements prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI ICDR Regulations and the Indian GAAP. Currency and units of presentation In the Draft Red Herring Prospectus, unless the context otherwise requires, all references to; ‘Rupees’ or ‘`’ or ‘Rs.’ are to Indian rupees, the official currency of the Republic of India. ‘US Dollars’ or ‘US$’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of America. All references to the word ‘Lakh’ or ‘Lac’, means ‘One hundred thousand’ and the word ‘Million’ means ‘Ten Lacs’ and the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One thousand Million’. Industry and Market Data Unless stated otherwise, industry data used throughout the Draft Red Herring Prospectus has been obtained from industry publications and publicly available government documents. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Similarly while information contained in the publicly available government documents that is relied upon for the purposes of the Draft Red Herring Prospectus is 12

believed to be complete and reliable, there can be no assurance of the same. Accordingly, no investment decisions should be made based on such information. The extent to which the market and industry data used in the Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. Further, the extent to which the industry and market data presented in the Draft Red Herring Prospectus is meaningful depends on the reader's familiarity with and understanding of the methodologies used in compiling such data.

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FORWARD LOOKING STATEMENTS All statements contained in the Draft Red Herring Prospectus that are not statements of historical fact constitute ‘forward-looking statements’. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forwardlooking statements include statements as to our business strategy, our revenue and profitability, planned projects and other matters discussed in the Draft Red Herring Prospectus regarding matters that are not historical facts. These forward looking statements and any other projections contained in the Draft Red Herring Prospectus (whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. These forward-looking statements generally can be identified by words or phrases such as ‘aim’, ‘anticipate’, ‘believe’, ‘expect’, ‘estimate’, ‘intend’, ‘objective’, ‘plan’, ‘project’, ‘may’, ‘might’, ‘will’, ‘will continue’, ‘will pursue’ or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results and property valuations to differ materially from those contemplated by the relevant statement. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which we have our businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could cause actual results to differ materially from our expectations include, among others: • Implementation risks involved in our projects; • Significant changes in the exchange rates; • Increase in freight, interest rates, etc.; • Competition from existing players; • Working capital arrangements; • Growth of unorganized sector and threat from national/regional players; • Changes in laws and regulations relating to the industry in which we operate; • Changes in political and social conditions in India, the monetary and interest rate policies in India and / or other countries, inflation, deflation, anticipated turbulence in interest rates, equity prices or other rates or prices; • Our ability to successfully implement our strategy, growth and expansion plans; • The outcome of legal or regulatory proceedings that we are or might become involved in; • Contingent liabilities, environmental problems and uninsured losses; • Changes in government policies and regulatory actions that apply to or affect our business; • Developments affecting the Indian economy; • Ability to retain appropriate personnel; • Uncertainty in global financial markets; and • Occurrence of natural disasters or calamities affecting the areas in which our Company has its operations. For further discussion of factors that could cause our actual results to differ from our expectations, please refer sections / chapter titled ‘Risk Factors’, ‘Our Business’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ beginning on pages 15, 87 and 144 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.

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SECTION III - RISK FACTORS An investment in Equity Shares involves a high degree of financial risk. You should carefully consider all information in the Draft Red Herring Prospectus, including the risks described below, before making an investment in our Equity Shares. This section addresses general risks associated with the industry in which we operate and specific risks associated with our Company. Any of the following risks, as well as the other risks and uncertainties discussed in the Draft Red Herring Prospectus, could have a material adverse effect on our business, financial condition and results of operations and could cause the trading price of our Equity Shares to decline. In addition, the risks set out in the Draft Red Herring Prospectus may not be exhaustive and additional risks and uncertainties, not presently known to us, or which we currently deem immaterial, may arise or become material in the future. 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 have been determined on the basis of their materiality. The following factors have been considered for determining the materiality. a) Some risks may not be material individually but may be material when considered collectively. b) Some risks may have an impact which is qualitative though not quantitative. c) Some risks may not be material at present but may have a material impact in the future. RISK FACTORS INTERNAL TO OUR COMPANY 1. Our Company is involved in certain legal proceedings. Any adverse decision in such proceedings may render us liable to liabilities / penalties and may adversely affect our business and results of operations. Our Company is involved in certain legal proceedings and claims in relation to certain consumer and tax related matters. These legal proceedings are pending at different levels of adjudication. Any adverse decision may render us liable to liabilities / penalties and may adversely affect our business and results of operations. A classification of these legal and other proceedings are given in the following table: Particulars

No. of cases

Financial implications (` in lacs)*

Cases against our Company Consumer matters 6 15.59 Legal Notice section 138 matter 1 2.11 Tax related matters 3 33.02 Cases filed by our Company Civil Matters 1 28.35 *The table above does not include those penalties, interests and costs, if any, which may be imposed or which may have been pleaded but not quantified in the course of legal proceedings, or which the tribunal otherwise has the discretion to impose. The imposition and amount of such penalties / interests / costs are at the discretion of the tribunal where the case is pending. Such liability, if any, would crystallize only on the order of the tribunal where the case(s) is / are pending. For further details regarding these legal proceedings, please refer to the chapter titled ‘Outstanding Litigations and Material Developments’ beginning on page 152 of the Draft Red Herring Prospectus. 2. Our group company, viz. Choksi Circuits Private Limited is involved in matters involving default in repayment of loans and certain other matters. Our group company, viz. Choksi Circuits Private Limited is involved in following matters involving default in repayment of loans.

A. Bank of Baroda had filed an Original Application No. 155 of 1995 with DRT Ahmedabad against Choksi Circuits Private Limited and its then Directors viz Mr. Jashwantlal Choksi, Mr. Raju J. Choksi, Mr. Bharat J. Choksi, Anil J. Choksi and Mr. Jayesh J. Choksi for the recovery of amount 15

of ` 89,92,578.18/-along with interest. The said amount pertains to various facilities such as working capital term loan, cash credit, funded interest term loan and the letter of credit to Choksi Circuits Private Limited. The presiding officer vide Judgement dated July 15, 2008 partly allowed the outstanding amount in respect of cash credit aggregating ` 29,21,403.00 along with simple interest @6% per annum from December 19, 1995 and dismissed the remaining application of Bank of Baroda for other facilities. Bank of Baroda being aggrieved from the said judgement filed Appeal with the Debt Recovery Appellate Tribunal, Mumbai on August 28, 2008. The matter is pending with the Debt Recovery Appellate Tribunal, Mumbai. B. M/s. Choksi Circuits Pvt. Ltd. (CCPL) had availed financial assistance by way of a Term Loans from Gujarat Industrial Investment Corporation Limited (GIIC) for their proposed project to be established in Gandhinagar. As per the terms and conditions of the sanction letter the said loans were guaranteed jointly and severally by the personal guarantees of Promoters of CCPL. GIIC had filed a recovery suit before the City Civil Court at Ahmedabad, bearing suit no. 5807 of 1995 dated October 18, 1995 against the Promoters and Guarantors of M/s. Choksi Circuits Pvt. Ltd. (CCPL), Mr. Jaswantbhai N Choksi (father of our Promoters - now deceased), Mr. Anil J Choksi (brother of our Promoters) and Mr. Jayesh J Choksi, Mr. Bharat J Choksi & Mr. Rajubhai J Choksi (all three are Our Promoters), in relation to CCPL’s failure to repay Term loan principal amount of ` 81,42,709/- and Interest thereon of ` 63,72,067/- aggregating to ` 1,45,14,776/outstanding as on August 31, 1995. GIIC has filed a suit for recovery of above said outstanding amount of Rs, 1,45,14,776/- along with interest @ 18% p.a. from September 01, 1995 and other costs and expenses. The matter is pending before the City Civil Court at Ahmedabad. Further, the statutory auditor of Choksi Circuits Private Limited has also reported in his report as follows:

1. In respect of loans taken by the company, the interest provision is not provided in books of accounts as the same is pending under judicial proceedings. 2. There are overdue loans, the sum to be decided by judicial authorities in respect of loans taken by the company, so interest for above is not provided in books of accounts as the same is under judicial proceedings. C. Choksi Circuits Private Limited (“CCPL”) was issued notice no. 02/Cex/GNR/01 dated December 27, 2004 by the Assistant Commissioner, Central Excise, Gandhinar demanding a total of ` 33,087/- towards duty and interest for wrong availment of cenvat credit on inputs. In this regards, name of CCPL also appears on the website of Central Board of Excise and Customs at the url http://www.cbec.gov.in/defaulters/zones-idx.htm under Ahmedabad zone.

For further details regarding these legal proceedings, please refer to the chapter titled ‘Outstanding Litigations and Material Developments’ beginning on page 152 of the Draft Red Herring Prospectus. 3. Our Company had negative cash flow in from investing activities in Financial year 2008, 2009, 2010 , 2011 and for the seven months period ended October 31, 2011, and from operating activities in Financial year 2008 and from financing activities during seven months period ended October 31, 2011, details of which are given below. Sustained negative cash flow could adversely impact our business, financial condition and results of operations. (` in lacs) Cash flow from Operating activities Investing activities Financing Activities

October 31, 2011 266.14 (26.63) (217.92)

March 31, 2011 92.50 (28.77) 9.46

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March 31, 2010 119.12 (41.99) 6.55

March 31, 2009 93.98 (154.96) 60.67

March 31, 20081 (729.99) (275.24) 1,071.10

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. If we are not able to generate sufficient cash flow, it may adversely affect our business and financial operations. For further details please refer to the section titled ‘Financial Information’ and chapter titled ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations as reflected in the Financial Statements’ beginning on pages 126 and 144 respectively, of the Draft Red Herring Prospectus. 4. Our Company has incurred losses in the financial year 2008 amounting to ` 2.34 lacs. Sustained losses could adversely impact our business, financial condition and results of operations. (` in lacs) March 31, 2008 (2.34)

Net Profit/Loss after tax, as restated

5. Our Company along with the promoters have entered into agreements with BCCL, which may dilute the promoters holding in future.Further, BCCL also has tag along rights granted to them under this agreement. We have not received any waiver or satisfaction letter from BCCL for the said agreements, which may potentially dilute the holdings of our promoters, in case the IPO price is lower than the conversion price. Our Company had entered into a Convertible Debenture subscription agreement dated January 10, 2008, with Benett, Coleman & Co. Limited and our Company’s promoters, represented by Mr. Rajubhai Choksi. Through the said agreement, the Company allotted One (1) 0% fully convertible debenture for a consideration of ` 4,00,00,000 (Rupees Four crores only). As per the terms of the agreement, the debenture was to be converted into Equity Shares (BCCL Shares) on September 01, 2009. The parties through an amended agreement dated February 24, 2011 modified the terms of the original agreement dated January 10, 2008, wherein debenture to the extent of ` 2,88,26,702/- were redeemed in cash, while the balance amount of ` 1,11,73,298 was converted into Equity Shares as per the above formula and accordingly 5,19,949 Equity Shares were allotted to BCCL on February 28, 2011. While as on date there are no outstanding debentures, we have not received any waiver or satisfaction letter from BCCL and the covenants as per the original agreement hold good, which are detailed in brief as under:

¾

Promoters shall use reasonable endeavour for an IPO Submission of quarterly financial statements to BCCL No additional shares to be issued to others at a price lower than the conversion price, prior to the IPO, and in case the shares are issued, the Company to issue such shares to BCCL for no consideration, or through transfer from promoters. Company shall not issue shares through the IPO at a price lower than the conversion price. In case the IPO is priced at less than the conversion price, the promoters would transfer such number of shares to BCCL, such that the weighted average price of acquisition cost per share of BCCL is equal to the IPO price. It is however clarified that such transfer would take place after completion of the statutory lock-in period The promoters cannot dispose of or sell shares to third party who is not an affiliate of the Promoters resulting into shareholding falling below 75% of Issued & Outstanding Capital of the Company without considering sale of all the shares of BCCL to the third party. Customary Tag along rights and Right of First Refusal.

¾

Tag along rights

¾ ¾ ¾ ¾

¾

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i) If the Promoters, or any of them, as the case may be, by themselves or through their affiliates, intends to Transfer all or part of their shareholding in the Company to a third party who is not an affiliate of the of the Promoters (the “Third Party Offeror”), the Promoters shall provide notice of such proposed sale to BCCL no later than 30 (Thirty) days prior to the proposed closing of such sale. The Promoters, or any of them, as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the Third Party Offeror makes an offer in writing toBCCL to purchase a prorate portion ( i.e.a ratio of Shares of the Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or disposal, as the case may be) of the Shares held by BCCL in the Company at such terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, or any of them, as the case may be, including as to Price ( the “Tag-Along Offer”). The Third Party Offeror’s Tag Along shall remain open for acceptance for not less than 30 (Thirty) days following delivery to BCCL Of the offer of the Third Party Offeror ii) Provided that in the event that any such sale or disposal by the Promoter results in the Promoter’s shareholding falling below 75% ( Seventy Five Percent) of issued and outstanding capital of the company (whether in a single transaction or a series of transaction related or otherwise), the Promoter shall not be permitted to carry out such sale or otherwise dispose of the Shares held by the Promoter, unless simultaneously with the sale, the Third Party Offeror makes an offer in writing to BCCL to purchase all the BCCL Shares held by BCCL in the Company at such time, on the same terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, including as to price. iii) If the Third Party Offeror refuses to purchase Shares from BCCL and BCCL notifies the Promoters in Writing within 30 (Thirty) days following receipt by BCCL of the Promoter’s notice that it desires to sell Shares to the Third Party Offer or, the Promoters shall reduce the number of shares proposed to be sold to the Third Party Offer or and BCCL shall sell to the Third Party Offer or, and Promoters shall ensure that the Third Party Offer or shall buy, a pro rata portion or all of the Shares held by BCCL at that time, as the case may be, on the same terms and conditions, including as to price. It is clarified that the Promoters will not be permitted to sell any Shares to the Third Party Offer or, unless and until the Third Party Offer or has acquired all the Shares offered by BCCL on the terms and conditions, including as to price. For further details regarding Restrictive Covenants which are affecting Equity Shareholders; please refer to “History and Corporate Matters” under the heading Shareholder’s Agreement on Page No. 94 of the Draft Red Herring Prospectus. 6. We have issued below mentioned Equity Shares in the last twelve months from the date of filing the Draft Red Herring Prospectus with SEBI, the price of which may be lower than the Issue Price. Our Company has issued following Equity Shares in last twelve months, the price at which these shares are allotted may be at a price lower than the Issue Price and is not indicative of the price at which shares will be issued in this Issue. Date of Allotment

Nature of Allotment

Name of Allottee

January 25, 2012

Further allotment to Promoter group and others

Mala R. Choksi Suhagini Choksi Nileshaben Bharatbhai Choksi Rekha Anilbhai Choksi Dharmistha A. Chopra Pradipkumar K. Sarda

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No. of Equity Shares

Issue Price per Equity Share (`) 25 25 25

Nature of considerat ion

15,000 15,000 50,000

Face Value per Equity Share ( `) 10 10 10

50,000 8,000 20,000

10 10 10

25 25 25

Cash Cash Cash

Cash Cash Cash

Date of Allotment

Nature of Allotment

Name of Allottee

Shika A. Sehgal Kumaresh Kedarnath Trivedi

No. of Equity Shares

32,000 8,000

Face Value per Equity Share ( `) 10 10

Issue Price per Equity Share (`) 25 25

Nature of considerat ion

Cash Cash

For further details please refer to the section Capital Structure beginning on page 45 of the Draft Red Herring Prospectus. 7. Our Company has in the past entered into related party transactions with our Promoters and Promoter Group Entities and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. Our Company has entered into related party transactions with our Promoters and Promoter Group Entities in the past. While our Company believes that all such transactions have been conducted on an arm’s length basis and are accounted as per Accounting Standard 18, however there can be no assurance that we could not have achieved more favourable terms had such transactions not been entered into with related parties. Furthermore, it is likely that we may 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 financial condition and results of operations. For further details please refer to the section titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus. 8. Our Company had not complied with Section 383A of the Companies Act, 1956 regarding the appointment of Whole Time Company Secretary for a period from February 28, 2011 to September 19, 2011. However we have appointed Mr. Ankit Shukla as Company Secretary with effect from September 20, 2011. Such non-Compliance may result in penalties or other action on our Company by the Statutory Authorities. 9. Our Company has not complied with the AS-15 “Employee Benefits” in the past. However for the purpose of restatement, our Company has complied with the AS-15 and has made provision for gratuity based on actuarial valuation. 10. Internet Security breaches could adversely impact our business. Our computer systems and network infrastructure may be exposed to physical break-ins as well as security breaches and other disruptive problems caused by our increased internet connectivity. Although we keep our systems protected through antiviruses, firewalls etc, any such breach may adversely affect our business operations. 11. Our success depends largely on our senior management and key personnel and our ability to attract and retain them. We are highly dependent on the senior management of our Company. Our future performance will be affected by the lack of continued service of these persons. We do not maintain key man life insurance for any of the senior members of our management team or other key personnel. Competition for senior management in our industry is intense, and we may not be able to retain such senior management personnel or attract and retain new senior management personnel in the future. The loss of any of the members of our senior management or other key personnel may adversely affect our business, results of operations and financial condition. For further details on all of our key managerial personnel please refer to paragraph titled “Our Key Managerial Personnel” in the chapter titled “Our Management” beginning on page 99 of this Draft Red Herring Prospectus. 12. Our Company has unsecured loans amounting to ` 145.91 lacs, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our business operations and financial condition of our Company. 19

As on October 31, 2011, our Company has unsecured loans aggregating to ` 145.91 lacs which are repayable on demand. For further details of these unsecured loans, please refer to chapter titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus. In case of any demand from lenders for repayment of such unsecured loans, the resultant cash outgo, may adversely affect our business operations and financial position of our Company. 13. The objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. The deployment of funds in the project is entirely at our discretion and as per the details mentioned in the section titled “Objects of the Issue”. Any revision in the estimates may require us to reschedule our Project expenditure and may have a bearing on our expected revenues and earnings. Our funding requirements and the deployment of the proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution. We may have to revise our management estimates from time to time and consequently our funding requirements may also change. Our estimates for the project may exceed the value that would have been determined by third party appraisals and may require us to reschedule our project expenditure which may have a bearing on our expected revenues and earnings. Further, the deployment of the funds towards the objects of the Issue is entirely at the discretion of our Board of Directors and is not subject to monitoring by external independent agency. However, the deployment of funds is subject to monitoring by our audit committee. 14. One of our objects consists of Setting up a service apartment facility at Surat at the cost of ` 1,653.54 Lacs. Our Promoters do not have any prior experience of operating and managing the same. We cannot assure you that our Promoters and other senior management will be able to manage the same profitably. 15. Out of the issue proceeds ` 720.94 Lacs will be utilized for promotion of company and brand building. We intend to use a significant portion of the proceeds from the Issue i.e. ` 720.94 Lacs, for costs incurred towards promotional activities and our brand building. These costs are in the nature of advertising and brand building expenses and will not result in the creation of any tangible assets. Further our promotional activities and brand building efforts in might not be successful. Hence this expenditure might not be able to earn revenues from its marketing efforts immediately, to fully cover the expenses incurred on the same. If the said efforts are unsuccessful, it will not bring any incremental revenue to our Company. 16. We require various approvals, licences etc. for the successfully setting-up of service apartment in Surat, which are yet to be made. Any delay or denial in the receipt of these approvals, licences etc. could adversely impact our timelines, operations and profitability. We require following approvals, licences etc. for successfully setting-up of service apartments as detailed in the “Objects of the Issue”, which are yet to be applied for and received: Sr. No. 1 2 3

Approval/Consent to be applied for Land clearance approval for construction of Service Apartment at Surat Approval for building plan for construction of Service Apartment at Surat Grading certification for the service apartments to be built at Surat

Authority Surat Municipal Corporation Building proposal Department, Surat Municipal Corporation Tourism Department, Government of India

If we do not apply or fail to apply within the prescribed time or fail to obtain any of the aforesaid licenses, approvals and permissions, we may be unable to successfully implement our objects of the Issue which could adversely impact our timelines, operations and profitability. For further details please refer to the section ‘Government & Other Statutory Approvals’ beginning on page 157 of this Draft Red Herring Prospectus. 20

17. Our proposed expansion plans are financially dependent on the Issue proceeds any delay in raising of the same may result in escalation of project cost thereby impacting the operations and financials of our Company. Our proposed expansion plans are dependent on the proceeds of this Issue. We have not arranged for any alternate source of funding the major part of the project. Any delay in the proposed Issue may increase the project cost and also result in delay in project implementation. This may adversely affect our operations and profitability. 18. Our expansion plans are subject to the risk of cost and time overruns Our plan for setting up service apartments, upgradation of web portal and brand building exercise as referred to in the chapter titled ‘Objects of the Issue’, contains project costs and implementation schedules. We intend to utilize the Net Proceeds of the Issue for pursuing these initiatives. Our plans are subject to a number of contingencies, including changes in laws and regulations, government action, delays in obtaining approvals, delays in getting requisite land, inability to obtain computers, servers etc and other supplies at quoted or at acceptable terms, accidents, natural calamities, terrorist activity and other factors, many of which may be beyond our control. We, therefore, cannot assure you that the costs incurred or time taken for implementation of these plans will not vary from our estimated parameters. 19. We have not made definite arrangements for procurement/order placement of hardware and software for equipments for upgradation of our systems and web portal worth ` 297.50 lacs (being 100% of the equipment and related cost) and [•]% of the total issue proceeds. Any delay in placing the orders or delay at the suppliers’ end may result in time and cost overrun. While, we have received estimates/quotations for the equipment, we would be placing orders for the equipment at an appropriate time, as the same are available at reasonably short notice. The purchase of equipments would require us to consider factors including but not limited to pricing, delivery schedule and after-sales maintenance. There may also be a possibility of delay at the suppliers’ end in providing timely delivery of these machineries, which in turn may delay the implementation of our project. Further, we cannot assure you that the purchase of the equipment would occur at the estimated price only. 20. We are largely dependent on our business associates, both in India and abroad for travel bookings and other related services. Any failure on their part to honour commitments may have adverse effect on our business, financial condition and operations The travel industry largely operates through associate networks. Our Company has appointed agents across India to facilitate its travel business. Appropriate service delivery by these associates is critical for the success of the business. Our Company currently has longstanding healthy business relations with its associates and does not foresee any major problem on service delivery from their side. However, the same level of service delivery cannot be guaranteed by our Company for the future. 21. We derive a significant portion of our income from travel and travel related services like assistance in ticketing, hotel reservations etc. Increasing penetration of the internet and advances in payment solutions, has led to 'disintermediation' i.e. direct dealings between the airline companies / hotels and the travellers. Further, the domestic as well as the international airline industry involves intense competition, which has resulted in a fare war. In this scenario, there is pressure on the players to reduce costs, including commissions to travel agents. Many airlines offer special fares for direct bookings. These trends have the potential to adversely affect our business income. 22. The properties used by our Company for our branch offices are not owned by us and we have only rights as a licensee over the same. Any adverse impact on the title / ownership rights of the owner or breach of the terms / non renewal of the license 21

agreement may impede our effective operations and thus adversely affect our profitability. Our branch offices located at Mumbai, Rajkot and Ahmedabad are not owned by our Company and are taken on a license basis. Any adverse impact on the title / ownership rights of the owner, from whose premises we operate our branch offices, or breach of the terms / non renewal of the license agreement may cause disruption in our corporate affairs and business and impede our effective operations and thus adversely affect our profitability. 23. Quality concerns and negative publicity if any, would adversely affect the value of our brand, and our Company. Our business is dependent on the trust our customers repose in us. Any negative publicity regarding our Company, or services we offer, or any other unforeseen events could adversely affect our reputation our brand value, our operations and our results from operations. 24. We face claims / liabilities / suits from our customers and may continue to do so should they perceive any deficiency in service or in the event of bodily harm / injury to them while on tours organized by us. We believe in providing quality customer service and due care is taken while providing services. However, we may not be able to cover all such risks. 25. We may face financial liabilities or loss of reputation, in the event of accidents / mishaps on our tours arranged by us for our clients. Our business involves taking people on tours. We arrange tours directly and through our associates. While we endeavour to take maximum possible precautions, any mishap, accident during the tour, which may or may not lead to personal injuries, may take place due to factors which are beyond our control. Occurrence of such events, may have an implication on our business. 26. We face stiff competition from other players operating in this sector and also from the un-organized sectors. We operate in a highly competitive market. Many Indian and foreign players have entered the market both in the online and offline space. Pricing is one of the factors that plays an important role in our customers’ selection of our products. Stiff competition from a variety of competitors in the organized and un-organised sectors adversely impacts our operations and profitability. A portion of the tourism business is now increasingly being cornered by companies offering holidays on a ‘time share’ basis, which increases competition. 27. Some segments of our business, for example leisure, are seasonal in nature. Revenues from the travel and tourism industry segment are affected by seasonality and depend on various factors such as school holidays, public holidays, conducive weather conditions and the law & order situation in the destination for travel. Any disruptions of our operations or adverse external factors affecting business during these key seasons may lead to a reduction in our revenues and may have a material adverse impact on our results of operations. 28. If we are unable to successfully protect our computer systems from security risks, our business could suffer particularly since our Company’s operations involve bookings etc. which involves transmission of data through Internet, which involves security risks. While we have implemented industry-standard security measures, our network may still be vulnerable to unauthorized access, computer viruses and other disruptive problems. A party that is able to circumvent security measures could misappropriate proprietary information and cause interruptions in our operations. We may be required to expend significant capital or other resources to protect against the threat of security breaches or to alleviate problems caused by such breaches. There can be no assurance that any measures implemented will not be circumvented in the future.

22

29. Our insurance cover may be inadequate to fully protect us from all losses and may inturn adversely affect our financial condition. We maintain such insurance coverage as we believe is customary in our industry in India. Our insurance policies, however, may not provide adequate coverage in certain circ*mstances and are subject to certain deductibles, exclusions and limits on coverage. We maintain Office Building, and Vehicle insurance coverage. However, we cannot assure you that the terms of our insurance policies will be adequate to cover any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. Further, there can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part or on time. To the extent that we suffer loss or damage that is not covered by insurance or which exceeds our insurance coverage, our results of operations or cash flows may be affected. 30. Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures, lender’s approvals and other factors. Our Company has not paid any dividends since incorporation. The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures, lender’s approvals and other factors. There can be no assurance that we shall have distributable funds or that we will declare dividends in the future. Additionally, the terms of any financing we obtain in the future, may contain restrictive covenants which may also affect some of the rights of our shareholders, including the payment of the dividend. 31. The group company promoted by our Promoters have incurred losses in the last three years. The following group company promoted by the Promoters have incurred losses in the last three years: (` In Lacs) Name of the Company FY 2009 FY 2010 FY 2011 Choksi Circuits Private Limited (0.08) (0.08) (0.08) EXTERNAL RISK FACTORS 32. Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price. Global economic and political factors that are beyond our control, influence forecasts and directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability, consumer debt levels, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. 33. Global recession and market conditions could cause our business to suffer. The developed economies of the world viz. U.S., Europe, Japan and others are in the midst of/recovering from a world-wide recession which has affected the economic condition and markets of not only these economies but also the economies of the emerging markets like Brazil, Russia, India and China. General business and consumer sentiment has been adversely affected due to the global slowdown and there cannot be assurance, whether these developed economies will see good economic growth in the near future. Consequently, this has also affected the global stock and commodity markets. 34. Any disruption in the supply of power, IT infrastructure, telecom lines and disruption in internet connectivity could disrupt our business process or subject us to additional costs. 23

Any disruption in basic infrastructure or the failure of the Government to improve the existing infrastructure facilities could negatively impact our business since we may not be able to provide timely or adequate services to our clients. We do not maintain business interruption insurance and may not be covered for any claims or damages if the supply of power, IT infrastructure, internet connectivity or telecom lines is disrupted. This may result in the loss of a client, impose additional costs on us and have an adverse effect on our business, financial condition and results of operations and could lead to decline in the price of our Equity Shares. 35. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer. India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years. Natural calamities could have a negative impact on travel and tourism industry and the Indian economy and may cause suspension, delays or damage to our current projects and operations, which may adversely affect our business and our results of operations. 36. Outbreak of contagious diseases in India may have a negative impact on the Indian travel and tourism industry. Recently, there have been threats of epidemics, including the H1N1 virus that causes "swine flu" and which the World Health Organization has declared a pandemic, in the Asia Pacific region, including India, and in other parts of the world. If any of our people are suspected of having contracted any of these infectious diseases, travel, both business and leisure would be adversely affected, which in turn will adversely affect on our business, prospects, financial condition and results of operations and could cause the price of our Equity Shares to decline. 37. Terrorist attacks and other acts of violence or war involving India, the United States, and other countries could adversely affect the financial markets, result in a loss of business confidence and adversely affect our business, results of operations and financial condition. Terrorist attacks and other acts of violence or war, including those involving India, the United States or other countries, may adversely affect Indian and worldwide financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. Increased volatility in the financial markets can have an adverse impact on the economies of India and other countries, including economic recession. 38. The price of our Equity Shares may be highly volatile, or an active trading market for its Equity Shares may not develop. After this Issue, the price of our Equity Shares may be highly volatile, or an active trading market for our Equity Shares may not develop. The prices of our Equity Shares on the Stock Exchanges may fluctuate as a result of several factors, including: ƒ ƒ ƒ ƒ ƒ ƒ ƒ

Volatility in the Indian and global securities market; Our results of operations and performance, in terms of market share; Performance of the Indian economy; Changes in Government policies; Changes in the estimates of our performance or recommendations by financial analysts; Significant developments in India’s economic liberalization and deregulation policies; and Significant developments in India’s fiscal and environmental regulations.

39. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price. The Issue Price of our Equity Shares will be determined on the basis of the Book Building Process. This price will be based on numerous factors (For further information please refer the Chapter titled 24

“Basis for Issue Price” beginning on page 71 of the Draft Red Herring Prospectus.) and may not be indicative of the market price of our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. We cannot assure you that you will be able to sale your Equity Shares at or above the Issue Price. Among the factors that could affect our share price are: ƒ Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues; ƒ Changes in revenue or earnings estimates or publication of research reports by analysts; ƒ Speculation in the press or investment community; ƒ General market conditions; and ƒ Changes in economic, legal and regulatory factors (both domestic and international) unrelated to our performance such as global recession, imposition of trade / non trade barriers and sanctions etc. Prominent Notes I.

This is a Public Issue of 81,00,000 Equity Shares of face value of ` 10/- each for cash at a price of [•] per Equity Share (including share premium of [•] per Equity Share) aggregating to [•]. The Issue will constitute 52.88% of the post Issue paid-up capital of our Company.

II.

Our Company was originally incorporated as “Ace Tours Worldwide Private Limited” on July 13, 2007 by conversion of a partnership firm Ace Tours Worldwide under Part IX of the Companies Act, 1956 vide Certificate of Incorporation bearing CIN number U63040GJ2007PTC051318 issued by the Asst. Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company was converted into a public limited company vide a fresh Certificate of Incorporation dated September 30, 2011 and subsequently the name of our Company was changed to “Ace Tours Worldwide Limited”. The Corporate Identification Number of our Company is U63040GJ2007PLC051318.

III.

This being an Issue for Equity Shares representing more than 25% of the post-Issue equity share capital of the Company, Equity Shares will be offered to the public for subscription in accordance with Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"). The Issue is being made under sub-regulation (2)(a)(i) and (2)(b)(i) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations”) and through the 100% Book Building Process wherein at least 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers, of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation to the QIB Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not less than 15% of the Issue shall be available for allocation on a proportionate basis to NonInstitutional Bidders, subject to valid Bids being received at or above the Issue Price.

IV.

If at least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Under-subscription, if any, in any category (except the QIB portion) would be allowed to be met with spill over from any other category at the discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange; and in accordance with applicable laws, rules, regulations and guidelines, subject to valid bids being received at or above the Issue Price. For more information, please refer to chapter titled ‘Issue Procedure’ beginning on page 181 of the Draft Red Herring Prospectus.

V.

All non-retail Bidders, shall participate in this Issue through the Application Supported by Blocked Amount ("ASBA") process. Retail Bidders participating in this Issue may also utilize the ASBA process to submit their Bids. For details, please refer to the chapter titled ‘Issue Procedure’ beginning on page 181 of the Draft Red Herring Prospectus.

VI.

Investors may contact the BRLM for any complaint pertaining to the Issue. All grievances relating to ASBA may be addressed to the Registrar to the Issue, with a copy to the relevant 25

SCSBs, giving full details such as name, address of the Bidder, number of Equity Shares for which the Bidder applied, Bid Amounts blocked, ASBA Account number and the Designated Branch of the SCSBs where the ASBA Form has been submitted by the ASBA Bidder. For contact details of the BRLM and the compliance officer, please refer to the front cover page. VII.

Our Net Worth as at March 31, 2011 was ` 719.58 Lacs and as on October 31, 2011 was ` 724.66 Lacs, as per our restated audited financial statements, under Indian GAAP. The Net Asset Value per Equity Share as at March 31, 2011 is ` 10.25 and as at October 31, 2011 it was ` 10.32 as per our restated audited financial statements, under Indian GAAP . For further details, please refer to chapter titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus.

VIII.

The average cost of acquisition per Equity Share by our Promoters is set forth in the table below: Name of the Promoter Average cost of acquisition per share (in `) Mr. Raju Choksi 7.41 Mr. Bharat Choksi 7.41 Mr. Jayesh Choksi 7.41 Mr. Mayank Choksi 7.41 For further details relating to the allotment of Equity Shares to our Promoter, please refer to the Chapter titled “Capital Structure” beginning on page 45 of the Draft Red Herring Prospectus.

IX.

Other than as stated in the Chapter titled “Capital Structure” beginning on page 45 of this Draft Red Herring Prospectus, our Company has not issued any Equity Shares for consideration other than cash.

X.

The details of the business interest of our Group Companies are appearing under Related Party Transactions, “Annexure XV” beginning on page 140 under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus.

XI.

The details of the transactions by the our Company with its Group Companies are appearing under Related Party Transactions, “Annexure XVI” beginning on page 140 under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus.

XII.

No part of the Issue proceeds will be paid as consideration to Promoters, Directors, Key Managerial Personnel or persons forming part of Promoter Group.

XIII.

For details of liens and hypothecation on the movable and immovable properties and assets of our Company please refer “Annexure X” under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus.

XIV.

Our Company does not have any contingent liabilities outstanding as on October 31, 2011.

XV.

Our Company and the BRLM shall update the Draft Red Herring Prospectus in accordance with the Companies Act, 1956. All information shall be made available by our Company and the BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports, at bidding centers etc.

XVI.

There has been no financing arrangement whereby the Promoter Group, our Directors and their relatives have financed the purchase, by any other person, of securities of our Company during the period of six months immediately preceding the date of the Draft Red Herring Prospectus.

26

XVII.

Investors may note that in case of over-subscription in the Issue, allotment to Qualified Institutional Bidders, Non-Institutional Bidders and Retail Individual Bidders and shall be on a proportionate basis, in consultation with BSE, the Designated Stock Exchange.

XVIII.

Trading in Equity Shares of our Company shall be in dematerialized form only for all investors.

27

SECTION IV – INTRODUCTION SUMMARY SUMMARY OF OUR INDUSTRY Entire Source: September 2011, Industry Report on Travel and Tourism Sector, prepared by Yogesh Katariya & Co., Research & Consulting Global Travel & Tourism Industry Travel & Tourism is an important economic activity in most countries around the world. Globally this industry has contributed actively in revenue generation as well as employment generation directly (hotels, visitor attractions, restaurants, tourist transport) as well as indirectly through the supply of many goods and services that are inputs to the tourism industry. International tourism recovered strongly in 2010 according to the Advance Release of the UNWTO World Tourism Barometer. International tourist arrivals were up by almost 7% to 935 million, following the 4% decline in 2009 – the year hardest hit by the global economic crisis. The vast majority of destinations worldwide posted positive figures, sufficient to offset recent losses or bring them close to this target. However, recovery came at different speeds and was primarily driven by emerging economies. Indian Travel & Tourism Sector The structure of Indian travel & tourism sector remains the same as that of global travel & tourism sector. Tourism industry is directly driven by the growth in GDP. Discretionary spending on leisure tourism is more during economic prosperity and drops significantly during economic downturn. In case of India, combining unparalleled growth prospects and unlimited business potential, the industry is certainly on the foyer towards being a key player in the nation's changing face. Furthermore, banking on the government’s initiative of upgrading and expanding the country’s infrastructure like airports, national highways etc, and the tourism and hospitality industry is bound to get a bounce in its growth. The hotel and tourism industry’s contribution to the Indian economy by way of foreign direct investments (FDI) inflows were pegged at US$ 2.24 billion from April 2000 to November 2010, according to the Department of Industrial Policy and Promotion (DIPP). Following graph shows Country rankings for travel & tourism direct industry GDP (absolute as well as percentage wise) for 2020 (as projected by WTTC). China & India are among the top ten countries for T&T (USD in Billion) 0 100 200 300 400 500 600 700 800 900 1000 916.5

UnitedStates China

500.7 215.8

Japan UnitedKingdom France Spain Italy India Germany Australia

148.2 143.0 123.7 121.8 110.6 103.7 79.7

Growth Drivers for Travel & Tourism Industry in India Tourism is an important sector of the economy and contributes significantly in the country’s GDP as well as Foreign Exchange Earnings (FEE). It has backward and forward linkages with many other sectors of the economy, like transport, construction, handicrafts, manufacturing, horticulture, agriculture, etc. In the year 2010, the tourism sector witnessed substantial growth as compared to 28

2009. The growth rate during 2009 over 2008 was (-) 2.2%. FEE from tourism during 2010 were ` 64889 crore as compared to ` 54960 crore during 2009, registering a growth rate of 18.1%. The growth rate in FEE from tourism during 2009 over 2008 was 8.3%. India is one of the fastest-growing travel and tourism markets in the world. Foreign tourist arrivals (FTAs) in India have increased as India continues to be a favoured tourist destination for leisure, as well as business travel. FTAs have increased at a CAGR of 8.1% between 2004 and 2009. The demand for travel and tourism is expected to reach US$ 431.7 billion (INR 24,252.4 billion) by 2020. India’s well-equipped hospital infrastructure and the low cost of treatment, compared to developed countries, make it a preferred destination for medical tourism, which is expected to grow at 29 per cent to reach US$ 2.4 billion by 2012. The Ministry of Tourism is upgrading infrastructure facilities at important tourist destinations, which has improved accessibility to these places. (Source: Ministry of Tourism, Annual Report) Entire Source: September 2011, Industry Report on Travel and Tourism Sector, prepared by Yogesh Katariya & Co., Research & Consulting

29

SUMMARY OF OUR BUSINESS Our Company was incorporated as “Ace Tours Worldwide Private Limited” on July 13, 2007 by conversion of a partnership firm Ace Tours Worldwide under Part IX of the Companies Act, 1956 vide Certificate of Incorporation issued by the Asst. Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company was converted into a public limited company vide fresh Certificate of Incorporation dated September 30, 2011 and subsequently the name of our Company was changed to “Ace Tours Worldwide Limited”. Our Company is promoted by Mr. Raju Choksi, Mr. Bharat Choksi and Mr. Jayesh Choksi. We provide quality holidays with a range of services designed to meet the diverse holiday needs and interests of our clients families and corporate as well. We are primarily in the business of providing the following travel and leisure services to our clients: 1. International Tours a. Individual Tours b. Group Tours 2. Domestic Tours a. Individual Tours b. Group Tours 3. MICE (Meetings, Incentives, Conferences and Exhibitions) 4. Cruises 5. Other special planned trips a. Honeymoon trips b. School trips c. Business / Conventional trips d. Conference / Trade Fairs / Exhibitions 6. Travel Bookings a. Air tickets b. Railway tickets 7. Hotel bookings (worldwide) 8. Rent-a-Car facility 9. Visa Processing We endeavour to provide the most suited holidays/trips to our clients, which are custom made to meet their requirements. As mentioned above we provide the entire gamut of activities associated with holidays like ticketing, local travel arrangement, hotel bookings etc under a single roof to our clients. Our continued services have won us many accolades such as recognition as an approved tour operator and for excellent co-operation and service by the Ministry of Tourism, Government of India.

30

SUMMARY OF OUR FINANCIAL INFORMATION Statement of Assets and Liabilities (As Restated) (` Lacs) Particulars A. Fixed Assets Gross Fixed Assets Less : Accumulated Depreciation Net Fixed Assets Less:- Revaluation reserves Net Fixed Assets After Revaluation Reserves Capital Work in Progress Total Fixed Assets B. Investments C. Current Assets, Loans & Advances Sundry Debtors Cash and Bank Balances Loans and Advances Inventories Total (C) D. Liabilities & Provisions Secured Loans Unsecured Loans Deferred Tax Liability (Asset) Sundry Creditors Other Current Liabilities Provisons Total (D) E . Net Worth ( A + B+C-D ) F. Represented by Equity Share Capital Reserve & Surplus (Excl. Revaluation Reserves) Total Less : - Miscellaneous Expenditure not w/off G . Net Worth

31-Oct-11

31-Mar-11

As at 31-Mar-10

487.48 264.02 223.46 -

471.98 235.03 236.95 -

441.65 175.99 265.66 -

396.35 107.63 288.72 -

232.99 37.70 195.29 -

223.46 223.46 22.75

236.95 236.95 22.75

265.66 265.66 24.31

288.72 288.72 27.62

195.29 195.29 36.02

626.44 247.03 317.91 1,191.38

467.87 222.44 768.80 1,459.11

341.99 149.25 808.69 1,299.93

263.08 65.57 830.93 1,159.58

467.44 65.88 794.47 1,327.79

447.59 145.91 1.72 44.51 10.74 62.46 712.93 724.66

382.54 384.14 1.11 109.15 55.41 66.88 999.23 719.58

364.37 446.99 4.15 86.68 60.81 78.91 1,041.91 547.99

294.81 467.36 4.15 114.57 17.97 79.28 978.14 497.78

160.19 489.74 4.15 337.91 100.63 22.11 1,114.73 444.37

701.93

701.93

460.75

460.75

452.94

33.35 735.28

20.14 722.07

91.22 551.97

42.01 502.76

(2.34) 450.60

10.62 724.66

2.49 719.58

3.98 547.99

4.98 497.78

6.23 444.37

31

31-Mar-09

31-Mar-08

Summary Statement of Profit and Loss, As Restated (` Lacs) For the For the period period ended For the Year ended ended 31-Oct-11 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 Income Sales & Operating Incomes Commission / Discount / Incentives etc. Other Income Increase/(Decrease) in Inventory Total Income Expenditure Direct cost of Sales / Services Administrative and Other Expenses Selling and Distribution Expenses Total Operating Expenses PBDIT Interest and Other Financial Charges PBDT Less: Depreciation & Amortisation PBT Add / ( Less) : Provision for Tax Current Tax Fringe Benefit Tax Deferred Tax Liability Profit After Tax before restatement Restatement adjustment for Gratuity Tax adjustment due to Assessment Profit After Tax after restatement Balance brought forward from previous year Net Profit Available for Appropriation Appropriation Proposed Dividend on Equity Shares Tax on Dividend Transfer to General Reserves Capatilized during the year for Bonus Shares Balance carried forward as restated

1421.87

2,183.17

2,114.91

2,746.46

1,840.74

34.08 0.32 1,456.27

48.78 2.39 2,234.34

64.81 5.84 2,185.56

33.78 5.71 2,785.95

31.11 2.51 1,874.36

1272.61 87.25 1.57 1,361.43 94.84 44.74 50.10 28.99 21.11

1,891.89 147.65 11.48 2,051.02 183.32 63.63 119.69 59.04 60.65

1,849.62 156.70 17.69 2,024.01 161.55 42.64 118.91 68.36 50.55

2,290.59 243.40 29.79 2,563.78 222.17 59.38 162.79 69.93 92.86

1,634.40 133.73 19.83 1,787.96 86.40 31.77 54.63 37.69 16.94

5.99

9.50

0.61 14.51 1.30 13.21

(3.04) 54.19 1.86 52.33

50.55 1.34 49.21

13.05 79.81 1.89 33.56 44.36

5.87 11.07 2.04 11.37 (2.34)

20.14

91.22

42.01

(2.34)

-

33.35

143.55

91.22

42.01

(2.34)

-

-

-

-

91.22

42.01

(2.34)

33.35

32

123.41 20.14

Summary Statement of Cash Flow: Particulars Cash Flow from Operating A Activities Profit before tax

31-Oct11

31-Mar10

31-Mar11

(` Lacs) 31-Mar08

31-Mar09

21.11

60.65

50.55

92.86

16.94

Depreciation

28.99

59.04

68.36

69.93

37.69

Amortisation

-

1.49

1.00

1.25

-

44.74

63.63

42.64

59.38

31.77

(1.30)

(1.86)

(1.34)

(35.45)

(13.41)

93.54

182.95

161.21

187.97

72.99

(158.57)

(125.88)

(78.91)

204.36

(467.44)

450.89

39.89

22.24

(36.46)

(794.47)

(64.64)

22.47

(27.89)

(223.34)

337.91

(4.42)

(12.03)

(0.37)

57.16

26.26

Adjustments for

Interest & Financial Charges Restatement Adjustment for Gratuity / Tax Operating Income before working capital changes Adjustments for: Decrease/(Increase) in Debtors Decrease/(Increase) in Loans & Advances Increase/(decrease) in Sundry Creditors Increase/(decrease) in Provisions Increase/(decrease) in Other Liabilities

(44.67)

(5.40)

42.84

(82.66)

100.63

Cash Generated from Operations

272.13

102.00

119.12

107.03

(724.12)

5.99

9.50

-

13.05

5.87

266.14

92.50

119.12

93.98

(729.99)

(15.50)

(30.33)

(45.30)

(163.36)

(232.99)

Direct Taxes (Net) Net Cash Flow from Operating Activities B Cash Flow from Investing Activities Purchase of Fixed Assets (Excluding Revaluation Reserves) Decrease /(Increase) in Investments

-

1.56

3.31

8.40

(36.02)

(8.13)

-

-

-

(6.23)

(23.63)

(28.77)

(41.99)

(154.96)

(275.24)

-

117.77

-

7.81

452.94

- Long Term

65.05

18.17

69.56

134.62

160.19

- Short Term

(238.23)

(62.85)

(20.37)

(22.38)

489.74

(44.74)

(63.63)

(42.64)

(59.38)

(31.77)

(217.92)

9.46

6.55

60.67

1,071.10

(Increase) in Misc. Expenses Net Cash used from Investing Activities Cash Flow from Financing C Activities - Share Capital (Excluding Bonus Issue) Change in the Borrowings

Interest Paid Net Cash Flow from Financing Activities

33

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) Cash & Cash Equivalents at Beginning of the Year Cash & Cash Equivalents at End of the Year

24.59

73.19

83.68

(0.31)

65.87

222.44

149.25

65.57

65.88

0.01

247.03

222.44

149.25

65.57

65.88

Notes: • The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 'Cash Flow Statement'. • Previous year's figures have been regrouped / rearranged /recasted wherever necessary to make them comparable with those of current year.

34

THE ISSUE Equity Shares offered: Public Issue Company

of

Equity

Shares

by

our

Of which1 a) Qualified Institutional Buyers portion (QIBs) Of which Mutual Fund Portion Balance for all QIBs Portion b) Non-Institutional Portion c) Retail Portion Equity Shares outstanding prior to the Issue Equity Shares outstanding after the Issue Use of Issue proceeds

81,00,000 Equity Shares

QIB Portion of at least 40,50,000 Equity Shares constituting at least 50% of the Issue

2,02,500 Equity Shares 38,47,500 Equity Shares 12,15,000 Equity Shares constituting not less than 15% of the Issue 28,35,000 Equity Shares constituting not less than 35% of the Issue 72,17,310 Equity Shares 1,53,17,310 Equity Shares Please refer to the chapter titled ‘Objects of the Issue’ beginning on page 58 of the Draft Red Herring Prospectus.

Note: In case of over-subscription in all categories, at least 50% of the Issue to the Public 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 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. If at least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Under-subscription, if any, in any category (except the QIB portion) would be allowed to be met with spill over from any other category at the discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange; and in accordance with applicable laws, rules, regulations and guidelines, subject to valid bids being received at or above the Issue Price. For more information, please refer to chapter titled ‘Issue Procedure’ beginning on page 181 of the Draft Red Herring Prospectus.

35

GENERAL INFORMATION Our Company was incorporated as “Ace Tours Worldwide Private Limited” on July 13, 2007 by conversion of a partnership firm Ace Tours Worldwide under Part IX of the Companies Act, 1956 vide Certificate of Incorporation bearing CIN number U63040GJ2007PTC051318 issued by the Asst. Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company was converted into a public limited company vide fresh Certificate of Incorporation dated September 30, 2011 and subsequently the name of our Company was changed to “Ace Tours Worldwide Limited”. Registered Office: F-22-23-24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat. Telephone: +91 261 265 6667; Facsimile: +91 261 265 6851 Contact Person: Mr. Ankit Shukla, Company Secretary and Compliance Officer; Email: [emailprotected]; Website: www.ace1world.com Corporate Identification No: U63040GJ2007PLC051318 Address of the RoC Registrar of Companies Gujarat, Dadra and Nagar Haveli RoC Bhavan, Opposite Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380 013 Gujarat. Our Board of Directors The Board of Directors consists of the following: Sr. No. 1

Name, age and address Mr. Raju Jashwantlal Choksi

Designation Managing Director

Category/Nature of Directorship Executive and Non Independent

DIN

Executive Director

Executive and Non Independent

01421133

Director

Non Executive and Independent

02274370

Director

Non Executive and

02274346

01421108

Age: 46 years

2

Address: 13/332, Matru Ashish, Athvaline, Surat –395007, Gujarat, India Mr. Bharat Jashwantlal Choksi Age: 49 years

3

Address: 13/332, Matru Ashish, Athvaline, Surat –395007, Gujarat, India Mr. Gour Keshablal Kanjilal Age: 66 years

4

Address: D-708, Chittaranjan Park, New Delhi – 110 007, Delhi, India Mr. Dipankar Pavitra

36

Kumar Basu

Independent

Age: 69 years

5

Address: Flat No. B 303, Dwarka, CBIP Co-operative Gr. Housing Society Limited. Plot No. 8B, Sector 7, Dwarka, New Delhi – 110 075, Delhi, India Mr. Rakesh Mohinder Puri

Director

Non Executive and Independent

02443261

Age: 44 years Address: 6, Raja Garden(Extn) Near Alpine Intl. School Firozpur Road, Ludhiana – 141 012. Punjab, India For detailed profile of our Directors, please refer to the Chapter titled “Our Management” and “Our Promoter and Promoter Group” beginning on pages 99 and 113113 respectively of the Draft Red Herring Prospectus. Company Secretary and Compliance Officer Mr. Ankit Shukla Ace Tours Worldwide Limited F-22-23-24, Jolly Arcade, Ghod Dod Road, Surat – 395007, Gujarat, India Tel No: + 91 261 265 6667 Fax No: + 91 261 265 6851 Email: [emailprotected] Website: www.ace1world.com Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Issue and / or the Book Running Lead Manager, i.e., Corporate Strategic Allianz Limited 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 account or refund orders, 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 relevant SCSB or the Syndicate / Sub – Syndicate Members to whom the Bid was submitted (at ASBA Bidding Locations), 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 relevant SCSBs or details of the Syndicate / Sub – Syndicate Members to whom the Bid was submitted (at ASBA Bidding Locations) where the ASBA Form was submitted by the ASBA Bidder. ISSUE MANAGEMENT TEAM

37

Book Running Lead Manager Corporate Strategic Allianz Limited 402, Samedh Complex, Near Associated Petrol Pump, C.G. Road, Ahmedabad – 380 006. Tel No: + 91 79 2642 4138 Telefax No: +91 79 4002 4670 Email: [emailprotected] Investor Grievance ID: [emailprotected] Website: www.csapl.com Contact Person: Mr. Chetan Sharma/ Miss Vidhi Shah SEBI Registration No: INM000011260 Registrar to the Issue Bigshare Services Private Limited E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai – 400 072 Tel No: +91 22 4043 0200 Fax No: +91 22 2847 5207 Website: www.bigshareonline.com Email: [emailprotected] Contact Person: Mr. Ashok Shetty SEBI Registration No: INR000001385 Legal Advisor to the Issue Mr. Tejas P. Satta Advocate A/2, 2nd Floor, Satyamev Complex – A, Below Bar Council of Gujarat, Opp. Gujarat High Court, S.G. Highway, Ahmedabad. Tel No: +91 97125 63340 Fax No: +91 79 2766 5721 Email: [emailprotected] Contact Person: Mr. Tejas P. Satta Bankers to our Company IDBI Bank Limited Essen House, Ghod Dod Road, Surat – 395 001. Tel No: +91 261 2656371 Fax No: +91 261 2656374 Email: [emailprotected] Website: www.idbibank.com Contact Person: Mr. Vikash Pandit

ICICI Bank Limited Anjan Salakha, Surat Dumas Road, Athwa Lines, Lal Bunglow, Near Parle Point, Surat – 395 007. Tel No: +91 261 4004 463 Fax No: +91 261 2258 237 Email: [emailprotected] Website: www.icicibank.com Contact Person: Mr. Jignesh Sarvaiya

Associated Co-operative Bank Limited st 1 Floor, Venkar Sangh Building, Opp. Reshamwala Market, Ring Road, Surat – 395 003. Tel No. +91 261 3016912 / 13 Fax No: +91 261 2342139

Yes Bank Limited Gr. Floor, Mangaldeep, Ring Road, Near Mahavir Hospital, Near RTO, Surat – 395 001 Tel No: +91 261 662 9000 Fax No: +91 261 660 0129/0126 Email: [emailprotected] 38

Email: [emailprotected] Contact Person: Mr. Maharshi N Smart

Website: www.yesbank.in Contact Person: Mr. Sharad Saraiya

Statutory Auditors to our Company M/s. Rasesh Shah and Associates Chartered Accountants O-1, 1st Floor, Silver Palm Building, Besides Kadampalli Society, Timallyawad, Surat – 395 001 Tel No: +91 261 2460689 / 305 2005 Email: [emailprotected] Contact Person: Mr. Rasesh B Shah Membership No: 034217 Firm registration No: 108671W Independent Auditor (Peer Review Certified) to our Company M/s. Arvind A. Thakkar & Co. Chartered Accountants Ground Floor, Trupti Apartments, Behind Old High Court, Navrangpura, Ahmedabad – 380 009. Tel No: +91 79 2754 3650 / 2754 3655 Email: [emailprotected] Contact Person: Arvind A. Thakkar Membership No: 014334 Firm Registration No: 100571W Syndicate Members [●] The Syndicate Member(s) will be appointed prior to filing the Red Herring Prospectus with RoC. Bankers to the Issue & Escrow Collection Bank [●] The Bankers to the Issue shall be appointed prior to filing of the Red Herring Prospectus with RoC. Refund Banker to the Issue [●] The Refund Banker(s) shall be appointed prior to filing of the Red Herring Prospectus with RoC. Self Certified Syndicate Banks The SCSBs are as per the updated list available on SEBI’s website at www.sebi.gov.in. Investors are requested to refer the SEBI website for updated list of SCSBs and their designated branches. Statement of responsibilities Since Corporate Strategic Allianz Limited is the sole BRLM to the Issue, all the responsibility of the Issue will be managed by them. The selection of various agencies like the Bankers to the Issue, Escrow Collection Bank(s), Syndicate Members, Brokers, Advertising agencies etc. will be finalized by our Company in consultation with the BRLM. Credit Rating 39

This being an issue of Equity Shares, there is no requirement of credit rating for the Issue. IPO Grading This Issue has been graded by [●], a SEBI registered credit rating agency, as [●] indicating [●] fundamentals. The IPO Grading is assigned on a five point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO Grade 1/5 indicating poor fundamentals. Details of IPO Grading along with the grading rationale will be incorporated before filing of the Red Herring Prospectus with RoC and will be annexed to the Red Herring Prospectus. The same will be made available for inspection at our Registered Office from 10.00 a.m. to 4.00 p.m. on Working Days during the Bid/Issue Period. Expert Opinion Except for the report of [●] in respect of the IPO Grading of this Issue and the reports of the Peer Review certified Auditor on the restated financial statements, included in the Draft Red Herring Prospectus, our Company has not obtained any expert opinions. Trustees As this is an Issue of Equity Shares, the appointment of Trustees is not required. Appraisal and Monitoring Agency As the net proceeds of the Issue will be less than ` 50,000 lacs, under the sub-regulation (1) of Regulation 16 of SEBI (ICDR) Regulations, 2009 it is not required that a monitoring agency be appointed by our Company. However, as per the Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges upon listing of the Equity Shares and in accordance with the Corporate Governance requirements, the Audit Committee of our Company would be monitoring the utilization of the Issue Proceeds. Book Building Process Book Building refers to the process of collection of Bids made by the investors on the basis of the Red Herring Prospectus. The Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are: 1. Our Company, 2. Book Running Lead Manager, 3. Syndicate Member(s) who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act as Underwriters. The Book Running Lead Manager shall appoint the Syndicate Members, 4. Registrar to this Issue, 5. Banker(s) to this Issue, Refund Bank(s); and 6. Self Certified Syndicate Banks. This being an Issue for Equity Shares representing more than 25% of the post-Issue equity share capital of our Company, Equity Shares will be offered to the public for subscription in accordance with Rule 19(2)(b)(i) of the SCRR and SEBI ICDR Regulations. The Issue is being made in compliance with Regulation 26(2) of the SEBI ICDR Regulations and through the 100% Book Building Process wherein at least 50% of the Issue shall be Allotted on a proportionate basis to QIB Bidders. 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 QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue shall be allocated on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be 40

allocated on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If at least 50% of the Issue cannot be allocated to QIBs, then the entire application money shall be refunded forthwith. Our Company is considering a Pre-IPO Placement of upto 15,00,000 Equity Shares and aggregating upto ` 1,500 Lacs with certain investors. The pre-IPO Placement is at the discretion of our Company. If undertaken, our Company will complete the issuance of such equity shares prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size will be reduced to the extent of the allotment made in the Pre-IPO Placement subject to the Issue being at least 25% of the post Issue paid-up equity share capital of the Company. Under-subscription if any, in any category, except in the QIB category, would be allowed to be met with spill over from any other category or a combination of categories at the discretion of our Company, in consultation with Book Running Lead Manager and the Designated Stock Exchange. In accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees shall be not less than 1,000. Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI for this Issue. In this regard, our Company has appointed the Book Running Lead Manager to manage the Issue and procure subscriptions to the Issue. Pursuant to SEBI circular number CIR/CFD/DIL/1/2011 dated April 29, 2011 all non-retail Investors i.e. QIBs and Non Institutional Investors are mandatorily required to utilise the ASBA facility to submit their Bids and participate in this Issue. Attention of all QIBs is specifically drawn to the fact that all QIBs are required to pay the entire Bid Amount at the time of the submission of the Bid cum Application Form. In accordance with the SEBI ICDR Regulations, QIBs Bidding in the QIB Portion are not allowed to withdraw their Bids after the QIB Bid Closing Date. Further, allocation to QIBs will be on a proportionate basis. For further details, please refer to the chapters titled ‘Terms of the Issue’ and ‘Issue Procedure’ beginning on page numbers 173 and 181 respectively, of the Draft Red Herring Prospectus. The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. Steps to be taken by the Bidders for making a Bid or application in this Issue: 1.

2. 3. 4.

5.

6.

Check eligibility for making a Bid. For further details, please refer to chapter titled “Issue Procedure” beginning on page number 181 of the Draft Red Herring Prospectus. Specific attention of ASBA Bidders is invited to the chapter titled “Issue Procedure” beginning on page 181 of the Draft Red Herring Prospectus; Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid-cum-Application Form, as the case may be; Ensure that the Bid cum Application Form is duly completed as per the instructions given in the Red Herring Prospectus and in the respective forms; Ensure that you have mentioned your PAN in the Bid-cum-Application Form or ASBA Bidcum-Application Form (for further details, please refer to the chapter titled “Issue Procedure” beginning on page 181 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 on this ground; Ensure the correctness of your Demographic Details (as defined under the paragraph titled “Bidder’s Depository Account Details”, in the chapter titled “Issue Procedure” beginning on page 181 of the Draft Red Herring Prospectus), given in the Bid-cum-Application Form, and the details recorded with your Depository Participant; and Bids by ASBA Bidders have to be submitted to the SCSBs at the Designated Branches or Members of the Syndicate (at ASBA Bidding Locations). ASBA Bidders should ensure that their bank accounts have adequate credit balance at the time of submission to the SCSBs to ensure that their ASBA Bid-cum-Application Form is not rejected. 41

Illustration of Book Building and Price Discovery Process (Investors should note that this illustration is solely for the purpose of illustration and is not specific to this Issue) Bidders (including ASBA Bidders) can bid at any price within the price band. For instance, assuming a price band of ` 20 to ` 24 per share, an issue size of 3,000 Equity Shares and receipt of five bids from Bidders details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the website of the BSE (www.bseindia.com) and the NSE (www.nseindia.com) during the bidding period. The illustrative book shown below shows the demand for the shares at various prices and is collated from bids from various investors. Number of Equity Shares Bid for 500 1,000 1,500 2,000 2,500

Bid Price (`) 24 23 22 21 20

Cumulative Equity Shares Bid for 500 1,500 3,000 5,000 7,500

Subscription 16.67% 50.00% 100.00% 166.67% 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired quantum of shares is the price at which the book cuts off, i.e., ` 22 in the above example. The Issuer, in consultation with the Book Running Lead Manager 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 by Retail Individual Bidders are valid bids and are considered for allocation in the respective categories. Bid / Issue Program: Bidding / Issue Period: BID / ISSUE OPENS ON [●] BID / ISSUE CLOSES ON (QIB BIDDERS)* [●] BID / ISSUE CLOSES ON (EXCEPT QIB [●] BIDDERS) *Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue period being for a minimum of three Working Days. Bids and any revision in Bids shall be accepted only between 10 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid / Issue Period as mentioned above at the Bidding Centres mentioned on the Bid cum Application Form or in case of Bids submitted through ASBA Form, the Designated Branches or the Syndicate/Sub-syndicate members (at ASBA Bidding Locations) except that on the Bid / Issue Closing Date (which for the QIBs may be a day prior to that of the other Bidders), the Bids shall be accepted only between 10 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded till (i) 4.00 p.m. in case of Bids by QIBs, (ii) until 4.00 p.m. in case of Bids by Non Institutional Bidders, and (iii) until 5.00 p.m. in case of Bids by Retail Individual Bidders, which may be extended up to such time as deemed fit by the Stock Exchanges after taking into account the total number of applications received up to the closure of timings and reported by Book Running Lead Manager to the Stock Exchanges within half an hour of such closure. Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one Working Day prior to the Bid / Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due to clustering of last day applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids not uploaded in the book would be rejected. If such Bids are not uploaded, our Company, Book Running Lead Manager, Syndicate Members, Subsyndicate members and the SCSBs will not be responsible. Bids will be accepted only on Working 42

Days. Bids by ASBA Bidders shall be uploaded by the SCSBs in the electronic system to be provided by the NSE and the BSE. On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of timings for acceptance of Bid cum Application Forms and ASBA Form as stated herein and reported by the Book Running Lead Manager to the Stock Exchanges within half an hour of such closure. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Our Company in consultation with the Book Running Lead Manager reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI ICDR Regulations, provided that the Cap Price is 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 Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least two Working Days before the Bid / Issue Opening Date. In case of revision of the Price Band, the Bid / Issue Period will be extended for a minimum of three additional working days, subject to the total Bid / Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid / Issue, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release and also by indicating the changes on the websites of the Book Running Lead Manager and at the terminals of the Syndicate. Withdrawal of the Issue: In accordance with the SEBI ICDR Regulations, our Company, in consultation with Book Running Lead Manager, reserve the right not to proceed with this Issue at anytime after the Bid / Issue Opening Date, but before our Board meeting for Allotment, without assigning reasons thereof. However, if our Company withdraws the Issue after the Bid / Issue Closing Date, we will give reason thereof within two days by way of a public notice which shall be published in the same newspapers where the pre-Issue advertisem*nts were published. Further, the Stock Exchanges shall be informed promptly in this regard and 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 date of receipt of such notification. If Issue is withdrawn after the Bid Closing Date and a fresh public offering is intended, a fresh offer document will be filed with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If our Company withdraws the Issue and thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh Draft Red Herring Prospectus with SEBI. Underwriting Agreement After the determination of the Issue Price 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 the Issue. Pursuant to the terms of the Underwriting Agreement, the BRLM shall be responsible for bringing in the amount devolved in the event the Syndicate Members do not fulfil their underwriting obligations. Pursuant to the terms of the Underwriting Agreement dated [●], the obligations of the Underwriters are several and are subject to certain conditions to closing, as specified therein. The Underwriting Agreement is dated [●], and has been approved by our Board of Directors / committee thereof. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be completed prior to filing the Prospectus with RoC)

Name, Address, Telephone, Fax, and Email of the Underwriters

43

Indicative Number of Equity shares to be Underwritten

Amount Underwritten (` Lacs)

[●] [●] [●] [●]

Corporate Strategic Allianz Limited [●] [●] Total

[●] [●] [●] [●]

The above mentioned amount is an indicative underwriting and would be finalised after the determination of the Issue Price and actual Allocation of the Equity Shares. The above underwriting agreement is dated [•]. In the opinion of the Board of Directors of our Company (based on a certificate given by the Underwriters), the resources of all the above mentioned Underwriter(s) are sufficient to enable them to discharge their respective underwriting obligations in full. All the above-mentioned Underwriter(s) are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLM 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. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are subject to certain conditions to closing, as specified therein. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC after the Prospectus is filed with the RoC.

44

CAPITAL STRUCTURE The Share Capital of Our Company as on the date of filing of this Draft Red Herring Prospectus with SEBI is as set forth below: Particulars

A.

B.

C.

D.

Nominal Value (`)

Aggregate Value (` Lacs)

AUTHORISED CAPITAL 1,60,00,000 Equity Shares of ` 10/- each

16,00,00,000

1600.00

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL 72,17,310 Equity shares of ` 10/- each

7,21,73,100

721.73

8,10,00,000

[●]

[●]

[●]

[●]

[●]

[●]

[●]

15,31,73,100

[●]

PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS 81,00,000 Equity Shares of ` 10/ - each at a premium of [●]/- per Share Of which i) QIB Portion of at least 40,50,000@ equity shares of ` 10/-each

ii)

Non Institutional Portion not less than 12,15,000 equity shares of ` 10/- each

iii)

Retail Portion of not less than 28,35,000 equity shares of ` 10/- each

PAID UP CAPITAL AFTER THE PRESENT ISSUE 1,53,17,310 Equity shares of ` 10/- each

E.

SHARE PREMIUM ACCOUNT Before the Issue 29.70 [●] After the Issue* *The Share Premium Account after the Issue will be determined after Book Building Process #The present issue in terms of this Draft Red Herring Prospectus has been authorised by our Board of Directors and our shareholders, pursuant to their resolutions dated October 01, 2011 and October 18, 2011 respectively @ 5% of the QIB portion, i.e. 202500 Equity Shares of ` [●] each are available for allocation on a proportionate basis to Mutual Funds, and the remainder of the QIB portion shall be available 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, under-subscription, if any, in any portion other than QIB Portion would be met with spillover from other categories, at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange. Investors may note that in case of over-subscription in the Issue, allotment to QIB Bidders, Non-Institutional Bidders and Retail Bidders shall be on a proportionate basis. NOTES TO CAPITAL STRUCTURE 1. Details of Increase in Authorized Share Capital

45

Since the incorporation of our Company, the authorised share capital of our Company has been altered in the manner set forth below: Particulars of Increase/ Modification

Number of Shares

` 1,00,00,000 Increase from ` 1,00,00,000 to ` 5,00,00,000 Increase from ` 5,00,00,000 to ` 7,05,00,000 Increase from ` 7,05,00,000 to ` 16,00,00,000

Face Value (`)

Date of Meeting

Type of Meeting

10,00,000 50,00,000

10 10

On Incorporation October 15, 2007 EGM

70,50,000

10

February 28, 2011

EGM

1,60,00,000

10

September 19, 2011

EGM

2. History of Equity Share Capital of our Company: Date of Allotment / Fully Paidup

No. of Equity Shares

Face Value (`)

Issue Price (`)

Cons idera tion

Remarks

July 13, 2007

1,00,000

10

10

Other than Cash

December 01, 2007 December 01, 2007

7,00,000

10

10

Cash

2,00,000

10

10

Other than Cash

December 15, 2007# December 15, 2007

31,20,000

10

10

Cash

30,000

10

10

Cash

Subscription to MOA - Allotted pursuant to conversion of partnership firm under Part IX Further allotment to Promoter group Further allotment to Promoter group against acquisition of property Further allotment to Promoter group Further allotment to Promoter group and others

January 30, 2008

4,80,500

10

10

Cash

January 30, 2008

24,880

10

10

February 15, 2009

24,160

10

10

February 28, 2011

5,19,949

10

March 28, 2011*

18,19,821

10

January 25, 2012

1,98,000

10

15

Cumulative Paid-up Capital (`)

Cumulative Share Premium (`)

1,00,000

10,00,000

Nil

8,00,000

80,00,000

Nil

10,00,000 1,00,00,000

Nil

41,20,000 4,12,00,000

Nil

41,50,000 4,15,00,000

Nil

Further allotment to Promoter group and others

46,30,500 4,63,05,000

Nil

Cash

Further allotment to Employees

46,55,380 4,65,53,800

Nil

Cash

Further allotment to Employees

46,79,540 4,67,95,400

Nil

51,99,489 5,19,94,890 Further allotment to BCCL in consideration of outstanding Convertible Debenture amount Bonus issue in the 70,19,310 7,01,93,100 ratio of 35 shares for 100 shares held Further allotment 72,17,310 7,21,73,100 to Promoter group and others

59,73,808

21.49 Conve rsion of Deben tures --

Cumulative No. of Equity Shares

Nil

Cash

46

1,16,908*

29,70,000

#These shares were issued as partly paid up and were made fully paid up between January 30, 2008 and March 24, 2011 rest all the other shares are fully paid since allotment. *Our Company in the EGM dated March 28, 2011approved the issue of 1819821 bonus shares in the ratio of 35:100 by way of capitalisation of existing Share Premium Account and General Reserve to the tune of ` 58,56,900 and ` 1,23,41,310 respectively. The said bonus shares are not ineligible as per regulation 33 of ICDR as the same are neither resulting from a bonus issue by utilisation of revaluation reserve nor unrealised profits of the Company. The balance of ` 1,16,908 in the share premium account was utilized to write-off the preliminary expenses. 3. Equity Shares issued for consideration other than cash Save and except as mentioned below, our Company has not issued any Equity Shares for consideration other than cash: Date of Allotment

Persons to whom Allotted

Number of Equity Shares allotted

Issue Price

Face Value (`)

Reasons

Whether benefits have accrued to the issuer

Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Jayesh Jashwantlal Choksi

25000

10

10

Subscription to the MoA

No

10000

10

10

Subscription to the MoA

No

25000

10

10

Subscription to the MoA

No

July 13, 2007

Mr. Mayank Anil Choksi

10000

10

10

Subscription to the MoA

No

July 13, 2007

5000

10

10

Subscription to the MoA

No

July 13, 2007

Mr. Anil Jashwantlal Choksi Mrs. Rekha Anil Choksi

10000

10

10

Subscription to the MoA

No

July 13, 2007

Mrs. Nilesha Bharat Choksi

15000

10

10

Subscription to the MoA

No

December 01, 2007

Mrs. Mala R. Choksi

2,00,000

10

10

Yes

March 28, 2011

Promoter group and BCCL Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Jayesh Jashwantlal Choksi Ami Choksi Amita Parekh

18,19,821

---

10

Further allotment to Promoter group against acquisition of property Bonus issue in the ratio of 35 shares for 100 shares held

July 13, 2007 July 13, 2007 July 13, 2007

2,66,000

2,55,500

2,83,150 19,250 3,500

47

Yes

Anil Jashwantlal Choksi Binita Choksi Jashwantiben Choksi Mala R. Choksi Mayank Anilbhai Choksi Meghna Choksi Neha Choksi Nileshaben Bharatbhai Choksi Rekha Anilbhai Choksi Suhangini Choksi Prashant Soni Bennett Coleman And Co. Ltd.

1,17,600 21,490 1,05,000 1,09,060

1,38,250 18,550 1,750

1,12,770

86,919 92,050 7,000

1,81,982

4. No Equity Shares have been allotted pursuant to any scheme approved under section 391-394 of the Companies Act, 1956. 5. Our Company has not re-valued its assets since inception and has not issued any shares out of the revaluation reserves. 6. Details of Promoters’ contribution and Lock-in The Equity Shares held by the Promoters were acquired / allotted in the following manner: Details of build-up of shareholding of the Promoters and lock-in Name

Raju Jashwant lal Choksi

Date of Allotment / Transfer / Acquisitio n July 13, 2007 December 1, 2007 December 15, 2007# January 30, 2008 March 28, 2011 Sub-Total

No. of Equity Shares

Face Value (`)

Issue / Acquisition Price (`)

Nature of Considera tion

Nature of Issue

% of Preissue capital

25000

10

10

Other than Cash

Subscriptio n to the MoA

0.35%

0.16%

3 Years

175000

10

10

Cash

2.42%

1.14%

3 Years

450000

10

10

Cash

6.24%

2.94%

3 Years

110000

10

10

Cash

1.52%

0.72%

3 Years

266000

10

Nil

Bonus

Further Allotment Further Allotment Further Allotment Further Allotment

3.69%

1.74%

3 Years

14.22 %

6.70%

3 Years

102600 0

48

% of Postissue capital

Lock-in Period

Bharat Jashwant lal Choksi

July 13, 2007

10000

10

10

Other than Cash

Subscriptio n to the MoA

0.14%

0.07%

3 Years

December 1, 2007 December 15, 2007# January 30, 2008 March 28, 2011

70000

10

10

Cash

Further Allotment Further Allotment Further Allotment Further Allotment

0.97%

0.46%

3 Years

550000

10

10

Cash

7.62%

3.59%

3 Years

100000

10

10

Cash

1.39%

0.65%

3 Years

255500

10

Nil

Bonus

3.54%

1.67%

3 Years

13.65 %

6.43%

3 Years

0.35%

0.16%

3 Years

2.42%

1.14%

3 Years

8.31%

3.92%

3 Years

0.08%

0.04%

3 Years

0.04%

0.02%

3 Years

3.92%

1.85%

3 Years

15.13 %

7.13%

3 Years

0.14%

0.07%

1 Year

0.97%

0.46%

1 Year

1.66%

0.78%

1 Year

2.70%

1.27%

1 Year

1.92%

0.90%

1 Year

533250

7.39%

3.48%

1 Year

363690 0

50.39 %

23.74%

985500 Sub-Total Jayesh Jashwant lal Choksi

July 13, 2007 December 1, 2007 December 15, 2007# February 15, 2010 Febrary 15, 2010 March 28, 2011 Sub-Total

Mr. Mayank Anil Choksi

10

10

Other than Cash

175000

10

10

Cash

600000

10

10

Cash

6000

10

10

Cash

3000

10

10

Cash

283150

10

Nil

Bonus

Subscriptio n to the MoA Further Allotment Further Allotment Purchased from Kanti Bhadrika Purchased from Zubeda Sheikh Further Allotment

109215 0

July 13, 2007

10000

10

10

Other than Cash

December 1, 2007 December 15, 2007# January 30, 2008 March 28, 2011

70000

10

10

Cash

120000

10

10

Cash

195000

10

10

Cash

138250

10

Nil

Bonus

Sub-Total Grand Total

25000

Subscriptio n to the MoA Further Allotment Further Allotment Further Allotment Further Allotment

Note: None of the shares has been pledged by our promoters #These shares were issued as partly paid up and were made fully paid up between January 30, 2008 and March 24, 2011 rest all the other shares are fully paid since allotment. 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 49

years from the date of Allotment of Equity Shares in the Issue. The details of such lock in are given below:Name of Promoter

Raju Jashwan tlal Choksi

Bharat Jashwan tlal Choksi

Jayesh Jashwan tlal Choksi

Date of Allotment / Transfer / Acquisition

Face Value (`)

Issue / Acqui sition Price (`)

Nature of Conside ration

Nature of Issue

Cummu lative Shares

25000

10

10

10

10

450000

10

10

Cash

110000

10

10

Cash

266000

10

Nil

Bonus

Subscripti on to the MoA Further Allotment Further Allotment Further Allotment Further Allotment

25000

175000

Other than Cash Cash

July 13, 2007

10000

10

10

Decembe r 1, 2007 Decembe r 15, 2007 January 30, 2008 March 28, 2011

70000

10

10

Other than Cash Cash

550000

10

10

Cash

100000

10

10

Cash

255500

10

Nil

Bonus

25000

10

10

175000

10

10

Other than Cash Cash

600000

10

10

Cash

6000

10

10

Cash

3000

10

10

Cash

283150

10

Nil

Bonus

July 13, 2007 Decembe r 1, 2007 Decembe r 15, 2007 January 30, 2008 March 28, 2011

July 13, 2007 Decembe r 1, 2007 Decembe r 15, 2007 Febrary 15, 2010 Febrary 15, 2010

March 28, 2011 Grand Total

No. of Equity Shares

Subscripti on to the MoA Further Allotment Further Allotment Further Allotment Further Allotment

Subscripti on to the MoA Further Allotment Further Allotment Purchased from Kanti Bhadrika Purchased from Zubeda Sheikh Further Allotment

% of Postissue capital

Lock-in Period

200000 650000 760000 102600 0

6.70%

3 Years

6.43%

3 Years

7.13%

3 Years

10000 80000 630000 730000 985500

25000 200000 800000 806000 809000

109215 0 310365 0

20.26%

As per clause (a) sub-regulation (1) Regulation 32 of the SEBI ICDR Regulations and in terms of the aforesaid table, an aggregate of 20% of the post-Issue Equity Share Capital of our Company shall be locked in by our Promoters for a period of three (3) years from the date of Allotment (“minimum Promoters’ contribution”). 50

The Promoter’s contribution has been brought in to the extent of not less than the specified minimum amount and has been contributed by the persons defined as Promoter under the SEBI ICDR Regulations. Our Company has obtained consents from our Promoters for the lock-in of 31,03,650 Equity Shares, held by them, for a period of three years from the date of Allotment in the Issue and for lock in of the balance pre-Issue Equity Share capital of our Company, held by them, for a period of one year from the date of Allotment in the Issue. Equity Shares offered by the Promoters for the minimum Promoter’s contribution are not subject to pledge. Lock-in period shall commence from the date of Allotment of Equity Shares in the Issue. We confirm that the minimum Promoters’ contribution of 20% which is subject to lock-in for three years does not consist of: 1. equity shares acquired during the preceding three years for consideration other than cash and revaluation of assets or capitalisation of intangible assets; 2. equity shares acquired during the preceding three years resulting from a bonus issue by utilisation of revaluation reserves or unrealised profits of the issuer or from bonus issue against equity shares which are ineligible for minimum Promoters’ contribution; 3. equity shares acquired by Promoter during the preceding one year at a price lower than the price at which equity shares are being offered to public in the Issue; or equity shares pledged with any creditor. 4. Private placement made by solicitation of subscription from unrelated persons either directly or through any intermediary 5. 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. 6. 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 7. Pledged Equity Shares held by our Promoters. The share certificates for the Equity Shares in physical form, which are subject to lock-in, shall carry the inscription ‘non-transferable’ and the non-transferability details shall be informed to the depositories.

7. Equity Shares locked-in for one year In addition to 20% of the post-Issue shareholding of our Company locked-in for three years as the minimum Promoters contribution, the balance Pre-Issue Paid-up Equity Share Capital (41,13,660 Equity Shares), would be locked-in for a period of one year from the date of Allotment. Further, such lock-in of the Equity Shares would be created as per the bye laws of the Depositories.

51

8. Other requirements in respect of ‘lock-in’ In terms of Regulation 40 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are locked-in as per Regulation 37 of the SEBI ICDR Regulations, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code as applicable. In terms of Regulation 40 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked in as per the provisions of Regulation 36 of the SEBI ICDR Regulations, may be transferred to and amongst Promoters / members of the Promoter Group or to a new promoter or persons in control of our Company, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Takeover Code, as applicable. In terms of Regulation 39 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters can be pledged only with any scheduled commercial banks or public financial institutions as collateral security for loans granted by such banks or financial institutions, subject to the following: 1. If the specified securities are locked-in in terms of sub-regulation (a) of Regulation 36 of the SEBI ICDR Regulations, the loan has been granted by such bank or institution for the purpose of financing one or more of the objects of the issue and the pledge of specified securities is one of the terms of sanction of the loan; 2. If the specified securities are locked-in in terms of sub-regulation (b) of Regulation 36 of the SEBI ICDR Regulations and the pledge of specified securities is one of the terms of sanction of the loan. 9. There has been no allotment of Equity Shares that may be at a price lower than the Issue Price within the last 12 months from the date of the Draft Red Herring Prospectus except as under: Date of Allotment

Nature of Allotment

Name of Allottee

January 25, 2012

Further allotment to Promoter group and others

Mala R. Choksi Suhagini Choksi Nileshaben Bharatbhai Choksi Rekha Anilbhai Choksi Dharmistha A. Chopra Pradipkumar K. Sarda Shika A. Sehgal Kumaresh Kedarnath Trivedi

No. of Equity Shares

Issue Price per Equity Share (`) 25 25 25

Nature of considerat ion

15,000 15,000 50,000

Face Value per Equity Share ( `) 10 10 10

50,000 8,000 20,000 32,000 8,000

10 10 10 10 10

25 25 25 25 25

Cash Cash Cash Cash Cash

Cash Cash Cash

10. Our shareholding pattern The table below represents the pre issue shareholding pattern of our Company: Category Code (I)

Category of Shareholders (II)

No. of Total No. Share- of Shares holders (IV) (III)

52

No. of Share s held in demat form (V)

Total shareholding as a percentage of total number of shares As a As a %age %age of of (A+B) (A+B+C (VI) )

Shares Pledged or otherwise encumbered No of Shar es

Asa % (IX)= (VIII)/(I V)*100

A 1 a

Individuals/Hindu Undivided Family

b c d e

Central Government /State Governments Bodies Corporate Financial Institutions/Banks Any Other

64,20,379

15

a b c d

(VIII)

88.96

Nil Nil

Nil Nil

Nil

Nil

Nil Nil Nil

Nil Nil Nil

Nil

Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil

Nil

Nil

Nil

Shareholding of Promoter and Promoter Group Indian 15

2

(VII)

64,20,379

Nil

Nil

88.96

88.96

88.96

Sub-Total (A)(1) Foreign Individuals (Non-Resident Individuals /Foreign Individuals) Bodies Corporate Institutions Any Other (Specify) Sub-Total (A)(2) 15

64,20,379

Nil

88.96

88.96

Total Shareholding of Promoter and Promoter Group A = (A)(1)+(A)(2) B 1 a b c d e e g h 2 a b

Public Shareholding Institutions Mutual Funds/UTI Financial Institutions /Banks Central Government /State Governments Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Other (Specify) Sub-Total (B)(1) Non-Institutions Bodies Corporate Bennett Coleman And Co. Ltd. Individuals

Nil

Nil

10.00

10.00

Nil 1

701931

Nil

Nil

Nil

Nil

Nil

i. Individual Shareholders holding nominal share capital up to ` 1 lac ii. Individual shareholders holding nominal share capital in excess of ` 1 lac

53

Prashant Soni Dharmistha A. Chopra Pradipkumar K. Sarda Shika A. Sehgal Kumaresh Kedarnath Trivedi Any Other Foreign Nationals Hindu Undivided Families Non Resident Indians Overseas Corporate Bodies Sub-Total (B)(2)

C

1 1 1 1 1

27000 8,000 20,000 32,000 8,000

Nil Nil Nil Nil Nil

0.38 0.11 0.28 0.44 0.11

0.38 0.11 0.28 0.44 0.11

6

7,96,931

Nil

11.04

11.04

Total (A)+(B)

21

72,17,310

Nil

100.0 0

100.00

Shares held by Custodian and against which Depository Receipts have been issued (i)Promoter and Promoter Group ¾ Public

--

--

--

--

Total Public Shareholding

Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil Nil

Nil Nil

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

C

Grand Total (A)+(B)+(C)

21

72,17,310

Nil

--

100.0 0

100.00

11. Shareholding pattern of our Company before and after the Issue is as under: Post-Issue*

Pre-Issue Category Promoters

No. of Shares 36,36,900

% Holding 50.39%

No. of Shares 36,36,900

% Holding 23.74%

27,83,479

38.57%

27,83,479

18.17%

Public

7,96,931

11.04%

88,96,931

58.08%

Total

72,17,310

100.00%

1,53,17,310

100.00%

Promoter Group

* The above shareholding pattern is indicative, and is based on the fact that all shareholders in their respective categories will subscribe to 100% of the shares offered in their respective categories. The final Post- Issue shareholding Pattern will be determined after the Book-Building Process. 12. The details of the shareholding of the Promoters and the Promoter Group as on the date of the Draft Red Herring Prospectus: (Equity Shares of Face Value of ` 10 each) Name of the Shareholders

(A) Promoters Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Jayesh Jashwantlal Choksi Mayank Anil Choksi Total (A) Promoter Group Ami Choksi Amita Parekh Anil Jashwantlal Choksi Binita Choksi Jashwantiben Choksi Mala R. Choksi Meghna Choksi

54

Number of Equity Shares

Percentage of Pre-Issue Equity Capital

Percentage of Post – Issue Equity Capital

10,26,000 9,85,500 10,92,150 533250

14.22% 13.65% 15.13% 7.39%

6.70% 6.43% 7.13% 3.48%

36,36,900

50.39%

23.74%

74,250

13,500

1.03% 0.19%

0.48% 0.09%

4,53,600 82,890 4,05,000 4,35,660 71,550

6.28% 1.15% 5.61% 6.04% 0.99%

2.96% 0.54% 2.64% 2.84% 0.47%

Neha Choksi Nileshaben Bharatbhai Choksi Rekha Anilbhai Choksi Suhangini Choksi Total (B) Total (A) + (B)

6,750 4,84,970 3,85,259 3,70,050

0.09% 6.72% 5.34% 5.13%

0.04% 3.17% 2.52% 2.42%

27,83,479 6420379

38.57% 88.96%

18.17% 41.92%

13. Particulars of the top ten shareholders (a) Particulars of the top ten shareholders as on the date of the Draft Red Herring Prospectus with SEBI. Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Name of Shareholders Jayesh Jashwantlal Choksi

Raju Jashwantlal Choksi Bharat Jashwantlal Choksi

BennettColemanAndCo.Ltd. Mayank Anil Choksi Nileshaben Bharatbhai Choksi Anil Jashwantlal Choksi Mala R. Choksi Jashwantiben Choksi Rekha Anilbhai Choksi Total

Number of Equity Shares 10,92,150 10,26,000 9,85,500

Percentage of Total Paid-Up Capital 15.13% 14.22% 13.65%

701931 533250 4,84,970 4,53,600 4,35,660 4,05,000 3,85,259 64,08,111

9.73% 7.39% 6.72% 6.28% 6.04% 5.61% 5.34% 90.11%

(b) Particulars of top ten shareholders ten days prior to the date of the Draft Red Herring Prospectus with SEBI. Sr. No.

Name of Shareholders

Number of Equity Shares 10,92,150 10,26,000 9,85,500 701931 533250 4,84,970 4,53,600 4,35,660 4,05,000 3,85,259 64,08,111

Jayesh Jashwantlal Choksi Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Bennett Coleman And Co. Ltd. Mayank Anil Choksi Nileshaben Bharatbhai Choksi Anil Jashwantlal Choksi Mala R. Choksi Jashwantiben Choksi Rekha Anilbhai Choksi Total

Percentage of Total Paid-Up Capital 15.13% 14.22% 13.65% 9.73% 7.39% 6.72% 6.28% 6.04% 5.61% 5.34% 90.11%

(c) Particulars of the top ten shareholders two years prior to the date of the Draft Red Herring Prospectus with SEBI. Sr. No.

Name of Shareholders

• • • • • • • • • •

Number of Equity Shares

Jayesh Jashwantlal Choksi Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Mayank Anil Choksi Anil Jashwantlal Choksi Nileshaben Bharatbhai Choksi Mala R. Choksi Jashwantiben Choksi Suhangini Choksi Rekha Anilbhai Choksi

8,09,000 7,60,000 7,30,000 395000 3,36,000 320000 309500 3,00,000 250000 246840 44,56,340

Total

55

Percentage of Total Paid-Up Capital 17.29% 16.24% 15.60% 8.44% 7.18% 6.84% 6.61% 6.41% 5.34% 5.27% 95.23%

14. None of our Directors or Key Managerial Personnel hold Equity Shares in the Company, other than as follows: Sr. No.

Name of shareholder

Number of Equity Shares held

Pre Issue Percentage

Post Issue Percentage

10,26,000 9,85,500

14.22% 13.65%

6.70% 6.43%

533250

7.39%

3.48%

Directors Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Key Managerial Personnel Mayank Chokshi

15. Our Promoters, our Promoter Group, the Directors of our Company and their immediate relatives, as defined under the SEBI ICDR Regulations, have not purchased or financed the purchase by any other person, or sold any Equity Shares, during a period of six months preceding the date of filing the Draft Red Herring Prospectus with SEBI. 16. Our Company, our Promoters, our Directors and the BRLM have not entered into any buy back, standby or similar arrangements for the purchase of Equity Shares from any person. 17. Nor the BRLM or their associates hold any Equity Shares in our Company as on the date of the Draft Red Herring Prospectus. 18. For the details of transactions by our Company with our Promoter Group, Group Companies during the last four Fiscals i.e. 2008, 2009 2010 and 2011 please refer to paragraph titled “Statement of Transactions with Related Parties, as Restated” in the chapter titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus 19. As on the date of the Draft Red Herring Prospectus with the Registrar of Companies there are no outstanding Warrants, options or rights to convert debentures, loans or other financial instrument into Equity Shares. 20. As per RBI regulations, OCBs are not allowed to participate in this Issue. 21. All the Equity Shares of our Company are fully paid up as on the date of the Draft Red Herring Prospectus. Further, since the entire money in respect of the Issue is being called on application, all the successful applicants will be issued fully paid-up equity shares. 22. The issue is being made in terms of sub-clause (a) (i) and (b) (i) of clause (2) fo Regulation 26 of the SEBI ICDR Regulation wherein at least 50% fo the Issue shall be allotted to QIBs failing which the full subscription money shall be refunded and the minimum post issue face value capital of the Company is more than ten crore rupees. 23. Under subscription, if any, in any category except QIB Category, shall be met with spill-over from any other category or combination of categories at the discretion of the Company, in consultation with the BRLM and the Designated Stock Exchange. 24. In case of over-subscription in all categories, at least 50% fo 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 25. Oversubscription, if any, to the extent of 10% of the Issue, can be retained for the purpose of rounding off and making allotments in minimum lots, while finalising the ‘Basis of Allotment’. Consequently, the Allotment may increase by a maximum of 10% of the Issue, as a result of which the post-Issue paid-up capital would also increase by the excess amount of Allotment so made. In such an event, the Equity Shares to be locked-in towards the Promoter’s Contribution shall be suitably increased, so as to ensure that 20% of the post-Issue paid-up capital is locked in.

56

26. Our Company has not raised any bridge loan against the proceeds of this Issue. 27. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of the Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed. Further, our Company presently does not have any intention or proposal to alter our capital structure for a period of six months from the date of opening of this Issue, by way of split / consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares) whether preferential or otherwise, except that if we enter into acquisition(s) or 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. 28. There shall be only one denomination of Equity Shares, unless otherwise permitted by law. 29. We shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 30. An investor cannot make a Bid for more than the number of Equity Shares offered through the Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. 31. Our Company has not revalued its assets since its incorporation and has not issued any Equity Shares out of revaluation reserves. 32. Our Company has not made any public issue since its incorporation. 33. The shares locked in by our Promoters are not pledged with any financial institutions or banks or any third party as security for repayments of loans. 34. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise shall be made either by us or our Promoters or Directors to the persons who receive allotments, if any, in this Issue. 35. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for our employees. 36. Our Promoters and the members of our Promoter Group will not participate in this Issue. 37. The Company shall ensure that transactions in the Equity Shares by the Promoters and the 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 transactions. 38. The Equity Shares would be issued and traded on BSE and NSE only in dematerialized form. Hence the market lot of the Equity Shares is 1 (one). 39. As on the date of filing of the Draft Red Herring Prospectus our Company has 21 members.

57

SECTION V - OBJECTS OF THE ISSUE The present issue is being made to raise the funds for the following purposes: 1. 2. 3. 4. 5. 6.

Setting up a service apartment facility at Surat; To upgrade the hardware and software facilities for our web portal Brand Building exercise; Meeting the additional Working Capital Requirements; Meeting the Public Issue Expenses; General Corporate Purposes

The other objects of the Issue also include creating a public trading market for the Equity Shares of our Company by listing them on BSE and NSE. We believe that the listing of our Equity Shares will enhance our visibility and brand name and enable us to avail of future growth opportunities. The main object clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the object clause of our Memorandum of Association. Cost of Project and Means of Finance The Cost of Project and Means of Finance as estimated by our management are given below: Cost of Project Sr. No. (i) (ii) (iii) (iv) (v) (vi)

Particulars Setting up service apartment at Surat Upgrade the hardware and software facilities for our web portal Brand Building exercise Meeting the additional Working Capital Requirements Public Issue Expenses General Corporate Purposes Total

Means of Finance Sr. No. A. B.

Particulars

Initial Public Offer Internal Cash Accruals Total [•] – The relevant figure will be updated on finalization of the issue price.

(` in Lac) Amount 1,653.54 297.50 720.94 741.23 [●] [●] [●] (` in Lac) Amount [●] [●]

Proceeds from the Initial Public Offer would be crystallized on finalization of the Issue Price on conclusion of the book building process. We propose to meet the entire requirement of funds for the Project from the Net Proceeds of the Public Issue. Hence, no amount is required to be raised through means other than the Net Proceeds of the Issue. Accordingly, the requirement of Regulation 4(g) of the SEBI ICDR Regulations for firm arrangements of finance through verifiable means towards 75% of the stated means of finance excluding the Net Proceeds of the Issue is not applicable. The fund requirement and deployment are based on our management estimates and the quotations received from the suppliers. Our capital expenditure plans are subject to a number of variables, including possible cost overruns; construction/development delays or defects; receipt of critical governmental approvals; availability of working capital finance on acceptable terms; and changes in management’s views of the desirability of current plans, amongst others.

58

In case of any shortfall, we intend to meet the same through a range of options, including utilizing our internal accruals, subject to necessary consents and approvals, as required. Any surplus from the proceeds of the Issue, after meeting the primary objects mentioned above, if any, will be utilised for our general corporate purposes. DESCRIPTION OF THE PROJECT Our Company intends to build 36 room service apartment catering to visitors/tourists at Surat. The service apartments are proposed to be constructed having 3 star facilities, with a swimming pool and gymnasium included. With increasing use of online facilities by clients and customers, we intend to strengthen our web presence by building a new portal and adding new software and hardware for the same. We also believe it is essential for our Company to focus on increasing the brand visibility for our Company and the services we offer to compete with other brands players in the industry and to increase our market share in the cities in which we operate. 1. Initial Public Offer We propose to raise ` [●] lacs by way of public issue of 81,00,000 Equity Shares of ` 10/- each at a price of ` [●] aggregating ` [●] lacs in terms of the Draft Red Herring Prospectus. Schedule of Implementation Activity

Month of Commencement

Service Apartments a) Acquisition of Land b) Building and Other Interior Works Portal development Brand Building Exercise

Month of Completion

June 2012 August 2012 June 2012 July 2012

August 2012 March 2013 June 2013 March 2013

Deployment of Funds in the Project We have not incurred any expenditure on the project as on date. The overall cost of the proposed Project and the proposed year wise break up of deployment of funds are as under: (` in lacs) Particulars

Amount to be Deployed till March 31, 2012

Amount to be Deployed till March 31, 2013

Total

Acquisition of Land

--

Buildings, Other Civil Works & Interior works Sub-Total Portal development Brand Building exercise Meeting the additional Working Capital Requirements Public Issue Expenses General Corporate Purposes Total

--

675.00 978.54

675.00 978.54

----

1653.54 297.50 720.94 741.23

1653.54 297.50 720.94 741.23

[●] -[●]

[●] [●] [●]

[●] [●] [●]

Setting up of Service Apartment in Surat

59

DETAILED BREAK UP OF THE PROJECT COST •

Setting up a service apartment facility at Surat

The cost of Setting up a service apartment facility at Surat project is estimated as under:

(` in lacs)

Sr. No. 1. 2.

Major Heads of Expenditure Acquisition of Land Buildings, Other Civil Works & Interior works Total

Total 675.00 978.54 1653.54

1. Acquisition of Land We intend to set up service apartment at Surat. We have received quotation dated, September 04, 2011, for acquiring approximately 1,500 - 2,000 sq.mts of land plot at Surat from Naidu Estate Consultants, Real Estate Brokers, Surat. As per the estimate received from Naidu Estate Consultants, Real Estate Brokers, the going rate per sq.mtr in a few locations in Surat, where we shall construct the service apartments are as under: Sr. No 1 2 3 4

Surat – Locality

Rate per sq.mtr (`) 45,000 40,000 50,000 75,000

Vesu Sarthana Sachin Pal Gam

We would look at acquiring plots of land in the above areas depending on availability and pricing in the above areas in Surat. We estimate that the land (approximately measuring 1,500 sq.mts) would cost us ` 675 lacs in Surat (considered rate @ ` 45,000 per sq.mtr). We have not entered into any agreement for purchasing the plot of land at Surat till the date of filing the Draft Red Herring Prospectus. 2. Buildings, Other Civil Works & Interior works The details of the buildings and other civil works are as follows: Particulars

Total Cost (`) 978.54

Service Apartment – Surat

The above estimates have been certified by M/s. Creative Spaces, Architects and Designers, Surat through their estimate dated September 01, 2011. The estimate is for a six storied building with 36 rooms with finishing and facilities for a quality service apartment, confirming to 3 star hotel facilities, having a swimming pool and gymnasium. The details of the quotation received are as under: Sr. No A

Details

Unit

SUBSTRUCTURE Excavation Backfilling with available earth Backfilling with earth bought from outside Portland Cement Concrete (1:4:8) Masonry Works for Sump Reinforced Cement Concrete Finishing Plaster

Cft Cft Cft Cft Cft Cft Sft

60

Qty.

Rate

70,664.00 5,298.00 7,346.00 2,296.00 225.00 6,063.14 198.00

6.00 2.50 9.50 95.00 100.00 320.00 25.00

Amount (` in Lacs) 4.24 0.13 0.70 2.18 0.23 19.40 0.05

Sr. No

Details

SUB - TOTAL (A )

B

BAsem*nT FLOOR Portland Cement Concrete (1:4:8) RCC (1:2:4) for Retaining wall, Lift Shaft, Column, Beam, Roof, Shear Wall-Lift & Stairs, Ramp & Stairs Finished Plastering (Waterproof) Flooring Painting Doors SUB - TOTAL (B )

C

D

GROUND FLOOR Brickwork 9” Thick RCC (1:2:4) for Column, Beam Roof, Stair, Lintels, Shear Wall of Lift & Stairs C.B. Masonry Finishing (Plastering) Flooring for Main Hall, Stairs, Skirting Ceramic Glazed tiles for Toilets & Kitchenette Ceramic Glazed tiles for Toilets & Kitchenette (Non Skid) Painting Door, Revolving door around the Main entrance Other Doors Toilet Kitchen Platform SUB - TOTAL (C ) FIRST FLOOR Brickwork 9” Thick RCC (1:2:4) for Column, Beam, Roof, Stairs, Lintels, Shear wall of Lift & Stairs C.B. Masonry Finishing (Plastering) Flooring for Rooms, Passage, Stairs, Skirting Ceramic Glazed tiles for Toilets Ceramic Glazed tiles for Toilets (Non Skid) Painting Doors Toilet Kitchen Platform with Sink & Trolley

Unit

Qty.

Rate

Amount (` in Lacs) 26.93

Cft Cft

2,296.50 4,468.70

95.00 340.00

2.18 15.19

Cft

1,340.70

340.00

4.56

Sft Sft Sft Sft

17,491.00 6,996.00 18,000.00 95.00

40.00 60.00 12.00 850.00

6.99 4.19 2.16 0.81 36.08

Cft Cft

1200.00 3,814.00

100.00 340.00

1.20 12.97

482.00 17,222.00 4,305.60 430.00

70.00 28.00 180.00 145.00

0.34 4.82 7.75 0.62

1,550.00 10,764.00 36.00

155.00 20.00 3,50,00.00

2.40 2.15 12.60

140.00 4.00 20.00

850.00 60,000.00 6200

1.19 2.40 1.24 49.68

1200.00 3,814.00

100.00 340.00

1.20 12.97

482.00 17,222.00 4,305.60

70.00 30.00 180.00

0.34 5.17 7.75

Sft Sft

1200.00 410.00

145.00 155.00

1.74 0.64

Sft Sft Nos Rft

10,764.00 140.00 6.00 60.00

20.00 850.00 100,000.00 6200.00

2.15 1.19 6.00 3.72

Sft Sft Sft/Rft

Sft Sft Sft Nos Rft

Cft Cft

Sft Sft Sft/Rft Sft/Rft

61

Sr. No

Details

SUB - TOTAL (D) SECOND FLOOR (similar to First floor)

E

Unit

Qty.

Rate

F

THIRD FLOOR (similar to First floor)

42.87

G

FOURTH FLOOR (similar to First floor)

42.87

H

FIFTH FLOOR (similar to First floor)

42.87

I

SIXTH FLOOR (similar to First floor)

42.87

J

K a) b) c) d) e) f) g) h) i)

TERRACE FLOOR Brickwork RCC (1:2:4) for Column, Beam, Roof, Stairs, Lintels, Shear wall of Lift & Stairs Masonry works Finishing (Plastering) Painting Doors Toilet Sintex Overhead Tanks SUB - TOTAL (J) OTHER MISCELLANEIOUS Stone Cladding Steel Roofing S. S. Railing Water proofing Landscaping for roof garden & Gr. Floor Site Development for Gr. Floor Structural Steel False Ceiling Composite Paneling TOTAL MISCELLANEOUS (K)

Cft Cft

610.00 2,119.00

100.00 350.00

Sft Sft/Rft Sft Sft Nos Ltrs

428.00 8,050.00 2,000.00 80.00 2.00 40000.00

70.00 32.00 12.00 850.00 60,000.00 6.00

MECHANICAL SYSTEM Lifts Plumbing & Sanitary works Air Conditioning System Fire Fighting System

SUB - TOTAL (L)

0.61 7.42

0.30 2.58 0.24 0.68 1.20 2.40 14.88

Sft Sft Rft Sft Sft MT

455.00 2,850.00 225.00 4,305.60 2,600.00 3,767.00 39.48 25000.00 5600.00

Sft Sft

150.00 450.00 650.00 80.00 450.00 120.00 52,000.00 100.00 800.00

L a) b) c) d)

M a) b) c) d)

Amount (` in Lacs) 42.87 42.87

0.68 12.83 1.47 3.44 11.70 4.52 20.53 25.00 44.80 124.97

25.00 25.50 31.01 12.50

89.01

ELECTRICAL & SECURITY SYSTEMS Lighting System Power D.G. etc. Telephone & Networking UPS, Fire-alarm, Generator & Security System

62

12.50 12.50 16.20 9.00

Sr. No

Details

SUB - TOTAL (M)

N

Unit

Qty.

Rate

Swimming Pool (50 x 25) Gymnasium SUB - TOTAL (N)

25.00 10.00 35.00

O

Staff Quarters

S.ft

1200

1000

Furniture Kitchen Equipments 1. For Restaurant 2. For Service Apartment SUB - TOTAL (Q)

S.ft

25000

500

DIRECT COST FOR BUILDING

605.61

P Q

S

OTHER INDIRECT COSTS Consultancy @ 5% of the above Sanctioning & Approvals @ 1.75% Contingencies & Misc expenses @ 3.00%

125.00

Nos

36

25000

Set

36

125000

Utility Equipments for Service Apartment

12.00

R

Amount (` in Lacs) 50.20

20.00 9.00 29.00

45.00

44.75 11.97 26.85

SUB-TOTAL (S)

83.57

TOTAL BUILDING COST AT ONE LOCATION

978.54

Upgrade the hardware and software facilities for our web portal

With increasing clients and customers preferring to book their travel plans and ticketing online, we intend to strengthen our systems and web-portal by adding new and upgrading existing software and hardware. The total cost involved for the same is ` 297.50 lacs. The break-up of cost is as detailed below: ¾

HP Servers

Our Company has received the quotation for the HP Servers from Key Infotech, Mumbai vide their quotation dated September 27, 2011. (` in lacs) Details of Server HP ProLiant DL580 G7 Intel Xeon E7520 Processor(1.86 GHz, 18MB cache, 95W)/32GB PC3-10600R DIMMs (DDR3) / HP NC375i Integrated Quad Port Multifunction Gigabit Server Adapter / Embedded HP Smart Array P410i/512MB FBWC Controller / HP Slim SATA DVD ROM Optical Drive/ Two 1200W power supplies standard / Four Hot Plug redundant fans (3+1)/ Integrated Lights. HP 300 GB 3G SAS 10K 2.5 in DP ENT HDD x8. HP 1200W CS Platinum Power Supply Kit (RPS)

63

Qty (Nos)

Unit Price

5

6.95

Total Amount 34.75

HP ProLiant DL380 G7 Intel Xeon E5620 Processor(1.86 GHz, /16GB / 18 DIMM Slots/ 6 Expansion Slots/ PC3-10600R RDIMMs (DDR3) / 1GbE NC382i Multifunction 2 Ports/ Embedded HP Smart Array P410i/Internal Mass Storage 146GBx4/ 460 Watt Hot Plug/ HP Insight Control Software/Processor Cache 12 MB L3/ Insight Control woth iLO Advanced (iLO3)

5

2.15

Sub-total

10.75

45.50

Octroi and Other Charges

2.50

Grand Total

48.00

Network & Data Centre Set Up

¾

Our Company has received the quotation for the Network & Data Centre Set Up including 3 years maintenance from M/s Hitech Software Projects, Surat vide their quotation dated September 24, 2011. (` in lacs) Details PPTP Based Secure Dial-in VPN Server including installation and Setup with required Software

Qty (Nos)

Unit Price

Total Amount

-

Linux Caching / IP Tables Based Firewall/ ACLs - including installation and Setup with required Software

Lumpsum

18.50

Lumpsum

16.00

Windows Active Directory (Domain Controller)

5

0.70

3.50

Web Server Co-Location

5

1.7

8.50

Lumpsum

18.00

Call Centre Application Software

Lumpsum

60.00

Website upgradation for online application

Lumpsum

50.00

ERP & CRM Software

Lumpsum

75.00

Maintenance Contract for Network 24x7 Support, including minitoring, troubleshooting, quarterly network audit (For 3 Years) Development of Software for Call Centre/ Website Upgradation

Total

249.50

Brand Building exercise

We intend to undertake various brand building activities for the services we provide to corporate and individuals. We intend to advertise our products through television, radio, web promotion and SMS marketing, hoardings at prominent places, advertisem*nts in magazines and local newspapers, travel and lifestyle magazines. Apart from marketing our services through traditional means, we also intend to market our products over the internet by various methods such as Search Engine Optimization (SEO), social media websites, online brand management, banner promotions on various popular websites, mass mailing (emails), POP displays etc. We believe it is essential for our Company to focus on increasing the brand visibility for our Company and the travel and travel related services that we provide to our clients. This will enhance our visibility, which we intend to convert into business opportunity for us. Our Company has earmarked an amount of ` 721.00 lacs out of the proceeds of the Issue for the above object. The same is based on the quotation dated September 24, 2011, received from Harmony Multimedia Private Limited, Surat ` Lacs

Media Costs 64

1

Out of Home Media (Hoardings, Visual Aids, booklets)

79.76

2

Radio advertising

3

Television – News channel

27.50

4

Television – General Entertainment

67.59

5

Newspapers, Magazines, etc.

6

Internet marketing, including SMS marketing* (Online shopping, social networking, search optimization etc)

131.09

390.00 25.00

Total

720.94

* based on management estimate The above amounts will be expended during the period between April 2012 and March 2013, depending on the advertising rates and special offers during festival/travel season. •

Additional Working Capital Margin Requirements

We will need additional working capital for the new project. We have estimated our additional working capital requirements for fiscal 2013 which will be funded through the proposed public issue. The details of working capital margin requirements are as under: Particulars

Current Assets Sundry Debtors Loans and Advances Inventories Total Current Assets Current Liabilities Sundry Creditors Other Liabilities Provisions Total Current Liabilities Working Capital Gap Less: Existing Bank Borrowings Net Working Capital Requirement Proposed Working Capital to be funded from IPO Funding through Internal Accruals , Share Capital and Unsecured Loans •

No. of Months

2.57

Working No. of Working No. of Working Capital Months Capital Months Capital Requirement Requirement Requirement FY 2011 FY 2012 FY 2013 (Actual) (Estimated) (Projected) 467.87 768.80

3.48

1,236.67

0.69

109.15 55.41 66.88 231.44

759.74 681.15

3.84

1,440.89

1.20

220.06 88.03 27.51 335.60

1,509.01 1,178.91 2,687.92

1.80

530.51 228.36 82.52 841.39

1,005.23 379.66

1,105.30 410.00

1,846.53 410.00

625.57

695.30

1,436.53

0.00

0.00

741.23

625.57

695.30

695.30

Public Issue expenses 65

The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, advertising expenses and listing fees. The estimated Issue expenses are as follows: Activity

Expenses* (` in lacs)

% of % of Issue Issue Size expenses

Lead management, underwriting and selling commission

[•]

[•]

[•]

IPO Grading Expenses

[•]

[•]

[•]

Advertisem*nt and marketing expenses

[•]

[•]

[•]

Printing and stationery (including expenses on transportation of the material)

[•]

[•]

[•]

Others (Registrar’s fees, legal fees, listing fees, etc.)

[•]

[•]

[•]

Total * Will be incorporated after finalization of the Issue Price

[•]

[•]

[•]

General Corporate Purposes

Our Company intends to deploy the balance of the Proceeds of the Issue aggregating ` [●] lacs, towards general corporate purposes, including but not restricted to strategic initiatives, organic growth opportunities strengthening of our marketing capabilities, brand building exercises meeting exigencies and contingencies which our Company in the ordinary course of business may not foresee, or any other purposes as approved by our Board of Directors. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. Our management, in response to the dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirement and deployment of funds may also change. This may also include rescheduling the proposed utilization of Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Proceeds. In case of a shortfall in the Proceeds of the Issue, our management may explore a range of options which include utilisation of our internal accruals and/or seeking debt from future lenders. Our management expects that such alternate arrangements would be available to fund any such shortfall. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. Appraisal Report The fund requirement and deployment of funds are based on internal management estimates and have not been appraised by any bank or financial institution Bridge Financing Facilities We have currently not raised any bridge loans against the Proceeds of the Issue. However, depending on business requirements, we might consider raising bridge financing facilities, pending receipt of the Proceeds of the Issue. Interim Use of Funds The management, in accordance with the approval of the Board of Directors, will have the flexibility in deploying the Proceeds of the Issue received by us. Pending utilization for the purposes described above, we intend to invest the funds in interest/dividend bearing liquid instruments including money market mutual funds and deposits with banks for the necessary duration or for reducing overdraft. Such investments would be in accordance with all applicable laws and investment policies approved by our Board from time to time. Our Company confirms that pending utilization of the Proceeds of the Issue it shall not use the funds for any investments in the equity markets. 66

Monitoring of Issue proceeds Our Audit Committee will also monitor the utilization of the Issue proceeds. We will disclose the utilization of the Issue proceeds under separate head in our balance sheet for the Fiscal 2013. This information shall also be disclosed as per the disclosure requirements of the Listing Agreements with the Stock Exchanges and in particular Clause 49 of the Listing Agreement. Further, on an annual basis, our Company shall prepare a statement of funds utilized for purposes other than those stated in the Draft Red Herring Prospectus and place it before the Audit Committee. The said disclosure shall be made till such time that the full money raised through the Issue has been fully spent. The statement shall be certified by the Statutory Auditors. Further, our Company will furnish to the Stock Exchanges on a quarterly basis, a statement indicating material deviations, if any, in the use of Issue Proceeds from the Objects stated in the Draft Red Herring Prospectus. Pursuant to Clause 49 of the listing agreement, our Company shall on a quarterly basis disclose to the Audit Committee the uses and application of the proceeds of the Issue. We will disclose the utilization of the proceeds of the Issue under a separate head in our balance sheet till such time the proceeds of the Issue have been utilized, clearly specifying the purpose for which such proceeds have been utilized. We will also, in our balance sheet till such time the proceeds of the Issue have been utilized, provide details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. No part of the proceeds of this issue will be paid as consideration to our Promoters, Directors, Key Managerial Personnel or group concerns/companies promoted by our Promoters.

67

BASIC TERMS OF THE ISSUE Principal Terms and Conditions of the Issue The Equity Shares being offered are subject to the provisions of the Companies Act, the SCRR, the Memorandum and Articles of Association of our Company, conditions of RBI approval, if any, the terms of the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus, Bid-cumApplication Form, the Revision Form, including ASBA forms the Confirmation of Allocation Note (‘CAN’), Listing Agreements with the Stock Exchanges and other terms and conditions as may be incorporated in the Allotment Advice, 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, Government of India, Stock Exchanges, RBI, RoC, FIPB and / or other authorities, as in force on the date of the Issue and to the extent applicable. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Memorandum and Articles of Association and shall rank pari passu in all respects with the other existing Equity Shares of our Company including in respect of the rights to receive dividends. The Allottees of the Equity Shares in this Issue shall be entitled to dividends and/or any other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to the section titled ‘Main Provisions of the Articles of Association’ beginning on page 223 of the Draft Red Herring Prospectus. Mode of payment of dividend We shall pay dividend, if declared, to our shareholders as per the provisions of the Companies Act, the Articles of Association of our Company and the Listing Agreements entered into with the Stock Exchanges. Face Value and Issue Price per Share The face value of each Equity Share is ` 10. The Issue Price is [●]. The Floor Price of Equity Shares is ` [●] per Equity Share and the Cap Price is ` [●] per Equity Share. At any given point of time there shall be only one denomination of Equity Shares, subject to applicable law. The Price Band and Minimum Bid Lot for the Issue will be decided by our Company in consultation with the BRLM. These will be published by our Company at least two Working Days prior to the Issue/Bid opening date, in an English national daily newspaper, a Hindi national daily newspaper and a regional (Gujarati language) newspaper each with wide circulation. Compliance with SEBI Rules and Regulations Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights: 1. Right to receive dividend, if declared; 2. Right to attend general meetings and exercise voting powers, unless prohibited by law; 3. Right to vote on a poll either in person or by proxy; 4. Right to receive offers for rights shares and be allotted bonus shares, if announced; 5. Right to receive surplus on liquidation subject to any statutory and other preferential claims being satisfied; 6. Right of free transferability subject to applicable foreign direct investment policy, foreign exchange regulations and other applicable laws; and 7. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the terms of the listing agreements executed with the Stock Exchanges, and the Memorandum and Articles of Association of our Company.

68

For a detailed description of the main provisions of our Articles of Association such as those dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and / or consolidation / splitting, please refer to the section titled ‘Main Provisions of the Articles of Association’ beginning on page 223 of the Draft Red Herring Prospectus. Market Lot and Trading Lot Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI ICDR Regulations, the trading in the Equity Shares shall only be in dematerialized form for all investors. Since trading of the Equity Shares is in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, in multiple of one Equity Share, subject to a minimum allotment of [●] Equity Shares. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Surat. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint – tenants with benefits of survivorship. Nomination Facility to the 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 that are allotted, 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 such person would be entitled if such person 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/ transfer/ alienation 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 Company’s Registered Office or with the Registrar 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: 1. to register himself or herself as the holder of the Equity Shares; or 2. 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 (90) days, the Board may thereafter withhold payment of all dividends, bonuses or other monies 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 us. Nominations registered with respective depository participant of the applicant will prevail. If the investors require changing the nomination, they are requested to inform their respective depository participant. Minimum Subscription

69

If we do not receive the minimum subscription of 90% of the Issue through the Red Herring Prospectus including devolvement of Underwriters within 60 days from the date of closure of the Issue, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after our Company becomes liable to pay the amount, our Company shall pay interest as prescribed under Section 73 of the Companies Act and the rules formulated thereunder. Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will be Allotted shall not be less than 1,000. If at least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Under subscription, if any, in any category, except the QIB portion, 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 the Designated Stock Exchange. Arrangement for disposal of odd lots The Equity Shares will be traded in dematerialized form only and therefore the marketable lot is one (1) Equity Share. Hence, there is no possibility of any odd lots. The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about the limits applicable to them. Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the BRLM are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

70

BASIS FOR ISSUE PRICE 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 through the Book Building Process. The face value of the Equity Shares is ` 10 each. The financial data presented in this section are based on our Company’s restated financial statements. Investors should also refer to the sections titled ‘Risk Factors’ and ‘Financial Information’ on pages 15 and 126 respectively, of the Draft Red Herring Prospectus to get a more informed view before making the investment decision. Qualitative Factors For details of our Qualitative factors please refer to the ‘Our Business’ beginning on page 87 of the Draft Red Herring Prospectus. Quantitative Factors 1. Basic & Diluted Earnings Per Share (EPS): Period Fiscal 2011 Fiscal 2010 Fiscal 2009 Weighted Average

Basic and Diluted EPS (`)

Weightage

0.81 1.06 0.97 0.92

3 2 1

2. Price to Earnings (P/E) ratio in relation to Issue Price of ` [●]: 1. Based on the basic and diluted EPS of ` 0.81 as per restated financial statements for the year ended March 31, 2011, the P/E ratio is [●]* 2. Based on the weighted average basic and diluted EPS of ` 0.92, as per restated financial statements the P/E ratio is [●]* *P/E Ratio will be determined on conclusion of book building process. 3. Industry P/E Industry P/E 1. Highest – Cox and Kings (India) Limited 2. Lowest – International Travel House Limited 3. Average – Travel Agencies Source: Capital Market, Vol. XXVI/26, February 20 – March 04, 2012

28.6 8.2 23.9

4. Return on Net Worth Period

Return on Net Worth (%) 7.27 8.98 8.91 8.11

Year ended March 31, 2011 Year ended March 31, 2010 Year ended March 31, 2009 Weighted Average 5.

Weights 3 2 1

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 for the Fiscal 2011: A) Based on Basic and Diluted EPS

71

a. At the Floor Price – [●] % based on restated financial statements. b. At the Cap Price – [●] % based on restated financial statements. 6. Net Asset Value per Equity Share 1. As on March 31, 2011, 2. NAV per Equity Share after the Issue is 3. Issue Price per Equity Share is

` 10.25 ` [●] ` [●]*

*Issue Price per Equity Share will be determined on conclusion of book building process. 7. Comparison of Accounting Ratios Particulars* Cox and Kings (India) Limited Thomas Cook (India) Limited International Travel House Trade Wings Ace Tours Worldwide Limited (FY 2011) * on standalone basis

EPS – TTM (`) 6.4 2.7 23.0 4.8 0.81

P/E Ratio 28.6 21.9 8.2 17.8 [●]

RONW (%) 8.7 11.5 20.4 13.1 7.27

NAV (`) 77.4 14.4 110.7 18.3 10.25

Face Value 5 1 10 10 10

Source: Capital Market, Vol. XXVI/26, February 20 – March 04, 2012 The peer group identified is broadly based on the service lines that we are into, but their scale of operations is not comparable to us. The face value of Equity Shares of our Company is ` 10 per Equity Share and the Issue price is [●] times the face value at the Floor Price and [●] times the face value at the Cap Price. The Issue Price of ` [●] is determined by our Company, in consultation with the BRLM, on the basis of assessment of market demand for the Equity Shares through the Book Building Process and is justified based on the above accounting ratios. For further details, please refer to the section titled ‘Risk Factors’, and chapters titled ‘Our Business’ and ‘Financial Information’ beginning on pages 15, 87 and 126 of the Draft Red Herring Prospectus.

72

Statement of Tax Benefits The Board of Directors Ace Tours Worldwide Limited Surat Dear Sirs, Sub:

Statement of possible tax benefits available to the company and its shareholders on proposed Further Public Issue of Shares under the existing tax laws

We hereby confirm that the enclosed annexure, prepared by the company, states the possible tax benefits available to Ace Tours Worldwide Limited (hereinafter referred to as “the Company”) and its shareholders under the current Tax laws 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 are based on the business imperatives the company faces in the future, the company may or may not choose to fulfil. The benefits discussed in the annexure are not exhaustive and the preparation of the contents stated is the responsibility of the company’s management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for individual professional tax advice. 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. We do not express any opinion or provide any assurance as to whether: •

The Company or its shareholders will continue to obtain these benefits in future; or

The conditions prescribed for availing the benefits, where applicable, have been/would be met with.

This report is intended solely for your information and for the inclusion in the Offer Document in connection with the proposed offer of the equity shares of the Company to the public and is not to be used, referred to or distributed for any other purpose without our prior written consent. For Rasesh Shah And Associates Chartered Accountants

(Sapnesh Rupam Sheth) Partner Membership No: 102698 Firm Registration No: 108671W Place: Surat Date: March 10, 2012

73

Annexure to Statement of Possible Tax Benefits As per the existing provisions of Income Tax Act, 1961 (hereinafter referred to as “the Act”) and other laws as applicable for the time being in force in India, the following tax benefits and deductions are available to the Company and its shareholders, subject to fulfilment of prescribed conditions; Special Benefits available under the Income Tax Act, 1961 There are no special tax benefits available to the Company. General Benefits available under the Income Tax Act, 1961 XIX.

To the Company

¾

Under section 32 of the Act, the Company is entitled to claim depreciation at the prescribed rates on the specified tangible and intangible assets acquired and put to use for its business. In case of any new plant and machinery (other than ships and aircrafts) that will be acquired and installed by the Company in the business of manufacture or production of any article or thing, the Company will be entitled to additional depreciation equal to 20 % of the actual cost of such machinery or plant subject to conditions specified in section 32 of the Act.

¾

Under Section 10(34) of the Act, dividend income (whether interim or final) as referred to in section 115-O of the Act received by the Company from any other domestic company (in which the Company has invested) is completely exempt from tax in the hands of the Company.

¾

Income received in respect of the units of mutual fund (other than income arising from transfer of such units) specified under clause 10(23D) or income received in respect of units from administrator of the specified undertakings or income received in respect of units from the specified company is exempt from tax in the hand of the Company, under section 10(35) of the IT Act.

¾

If the company invests in the equity shares of another company, as per the provisions of Section 10(38), any income arising from the transfer of a long term capital asset being an equity share in a company is not includible in the total income, if the transaction is chargeable to securities transaction tax.

¾

In accordance with section 112, the tax on capital gains on transfer of listed shares, where the transaction is not chargeable to securities transaction tax, held as long term capital assets will be the lower of: a)

20 per cent (plus applicable surcharge and cess) of the capital gains as computed after indexation of the cost; or

b)

10 per cent (plus applicable surcharge and cess) of the capital gains as computed without indexation.

¾

In accordance with the provisions of Section 111A of the Act, short-term capital gains (i.e., if shares are held for a period not exceeding 12 months) arising on transfer of equity shares in the Company would be taxable at a rate of 15 percent (plus applicable surcharge, education cess and secondary and higher education cess) where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax. Short-term capital gains arising from transfer of shares in a Company, other than those covered by Section 111A of the Act, would be subject to tax at normal rates as per the provisions of the Act.

¾

In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the Company would be entitled to exemption from tax on long-term capital gains [other than those covered under section 10(38) of the Act] if such capital gain is invested in any of the long-term specified assets (hereinafter referred to as the “new asset”) within six 74

months from the date of transfer. If the new asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains for which exemption is availed earlier would become chargeable to tax as long term capital gains in the year in which such new asset is transferred or converted into money. Provided that the investment made on or after the 1st day of April 2007 in the long-term specified asset by an assessed during any financial year does not exceed fifty lakh rupees. “Long-term specified asset” for making any investment under this section on or after the 1st day of April, 2008 means any bond, redeemable after three years and issued on or after the 1st day of April, 2008 by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988 (68 of 1988) or by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956 (1 of 1956). ¾

The amount of tax paid under Section 115JB by the company for any assessment year beginning on or after 1st April 2006 will be available as credit for ten years succeeding the Assessment Year in which MAT credit becomes allowable in accordance with the provisions of Section 115JAA subject to fulfillment of certain conditions prescribed in the said section.

¾

Under Section 35D of the Act, the company will be entitled to the deduction equal to 1/5th of the Preliminary expenditure of the nature specified in the said section, including expenditure incurred on present issue, such as Brokerage and other charges by way of amortization over a period of 5 successive years, subject to stipulated limits.

¾

Under Section 115JAA (2A) of the IT Act, tax credit shall be allowed in respect of any tax paid (MAT) under Section 115JB of the IT Act for any Assessment Year commencing on or after April 1, 2006. Credit eligible for carry forward is the difference between MAT paid and the tax computed as per the normal provisions of the IT Act. Such MAT credit shall not be available for set-off beyond 10 years immediately succeeding the year in which the MAT credit initially arose.

II.

To the Shareholders of the Company A)

Resident Shareholders

¾

As per Section 10(34) of the Act, any income by way of dividend (whether interim or final) referred to in Section 115-O of the Act, received on the shares of the Company is exempt from tax in the hands of the shareholders.

¾

Under Section 10(38) of the Act, the long-term capital gain arising from sale of equity shares in any company, through a recognized stock exchange, which are chargeable to Securities Transaction tax, are exempt from tax in the hands of the shareholders of the company.

¾

In accordance with section 112, the tax on capital gains on transfer of listed shares, where the transaction is not chargeable to securities transaction tax, held as long term capital assets will be the lower of:

¾

a)

20 per cent (plus applicable surcharge and cess) of the capital gains as computed after indexation of the cost; or

b)

10 per cent (plus applicable surcharge and cess) of the capital gains as computed without indexation.

In accordance with the provisions of Section 111A of the Act, short-term capital gains (i.e., if shares are held for a period not exceeding 12 months) arising on transfer of equity shares in the Company would be taxable at a rate of 15 percent (plus applicable surcharge, education cess and secondary and higher education cess) where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax. Short-term capital gains arising from transfer of shares in a Company, other than those covered by 75

Section 111A of the Act, would be subject to tax at normal rates as per the provisions of the Act. In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the shareholders of the Company would be entitled to exemption from tax on longterm capital gains [other than those covered under section 10(38) of the Act] if such capital gain is invested in any of the long-term specified assets (hereinafter referred to as the “new asset”) within six months from the date of transfer. If the new asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains for which exemption is availed earlier would become chargeable to tax as long term capital gains in the year in which such new asset is transferred or converted into money.

¾

Provided that the investment made on or after the 1st day of April 2007 in the long-term specified asset by an assessee during any financial year does not exceed fifty lakh rupees. “Long-term specified asset” for making any investment under this section on or after the 1st day of April, 2008 means any bond, redeemable after three years and issued on or after the 1st day of April, 2008 by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988 (68 of 1988) or by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956 (1 of 1956). ¾

In case of shareholder being an individual or a Hindu Undivided Family, in accordance with and subject to the conditions and to the extent provided in Section 54F of the Act, the shareholder is entitled to exemption from long-term capital gains arising from the sale of shares in the company [not covered by section 10(38) of the Act], if the net consideration is invested for purchase or construction of a residential house within the prescribed period. If part of the net consideration is invested within the prescribed period in the purchase or construction of a residential house, such gains would not be chargeable to tax on a proportionate basis. If, however, such new 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 for which the exemption was availed earlier would be taxed as long-term capital gains in the year in which such residential house is transferred.

¾

In computing the business income, an amount equal to STT paid in respect of taxable securities transactions entered into in the course of business will be allowed as a deductible expense, if the income arising from such taxable securities transactions is included in the income computed under the head “Profits and Gains of Business or Profession” as per the provisions of section 36(xv) of the Act. B)

Non-Resident/Foreign Company Shareholders (Other than Foreign Institutional Investors and Non- Resident Indian)

¾

Dividend income referred to in section 115-O of the Act, is exempt from tax in the hands of the non-resident / Foreign Company shareholders, as per section 10 (34) of the Act.

¾

As per section 115A of the Act, dividend income other than dividend income referred to in section 115-O of the Act, received by non-resident shareholders/Foreign Company would be subject to tax at the rate of 20% (plus applicable surcharge and cess).

¾

Under section 10(38) of the Act, any capital gain arising from the transfer of a long term capital asset being an equity share in a company and such transaction is chargeable to securities transaction tax (including equity shares Offered for Sale under this issue which is subject to securities transaction tax at the time of sale), would not be liable to tax, in the hands of the non-resident/Foreign Company shareholders.

¾

As per first proviso to Section 48 of the Act, in case of a non resident shareholder, the capital gain/loss arising from transfer of shares of the Company, acquired in convertible foreign exchange, is to be computed by converting the cost of acquisition, sales consideration and 76

expenditure incurred wholly and exclusively incurred in connection with such transfer, into the same foreign currency which was initially utilized in the purchase of shares. Cost Indexation benefit will not be available in such a case. Under section 54EC of the Act, capital gains arising on the transfer of long term capital asset will be exempt from capital gains tax to the extent such capital gains are invested within a period of six months after the date of such transfer, subject to maximum limit of Rs. 50 Lacks during any financial year, minimum for a period of 3 years in bonds issued by the following:

¾

i)

National Highway Authority of India constituted under section 3 of the National Highway Authority of India Act, 1988 and

ii)

Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

However, if the assesses transfers or converts the above amounts invested into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the investment made earlier is transferred or converted into money. ¾

Under section 54F of the Act, long term capital gains arising to an individual or Hindu Undivided Family (HUF) on transfer of long term capital asset will be exempt from capital gain tax subject to other conditions, if the sale proceeds from such shares are used for purchase of residential house property within a period of one year before or 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.

¾

If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the capital gain, the same proportion as the cost of the new residential house bears to the net consideration, will be exempt. If the new residential house is transferred within a period of three years from the date of purchase or construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be income chargeable under the head “Capital Gains” of the year in which the residential house is transferred.

¾

Under section 111A of the Act, any capital gain arising from the transfer of a short term capital asset being an equity share in a company and such transaction is chargeable to securities transaction tax (including equity shares Offered for Sale under this issue which is subject to securities transaction tax at the time of sale), are taxed at the rate of 15% (plus applicable surcharge and cess) in the hands of the non-resident / Foreign Company shareholders.

¾

If securities transaction tax is not charged on transfer of short term capital asset being an equity share in a company, the same would be taxed at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act as may be prescribed in each year's Finance Act, in the hands of the non-resident / Foreign Company shareholders.

¾

As per the provisions of section 195 of the Act, any income by way of dividend (other than dividend referred to in section 115-O of the Act), capital gain, business income payable to nonresident/Foreign Company shareholders, may be liable to the provisions of with-holding tax, subject to the provisions of the relevant tax treaty and the Act. Accordingly income tax may have to be deducted at source in the case of a non-resident/ Foreign Company shareholders at the rate under the domestic tax laws or under the tax treaty, whichever is beneficial to the assesses unless a lower withholding tax certificate is obtained from the tax authorities.

¾

As per the provisions of section 90 of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial. C)

Foreign Institutional Investors (FIIs)

77

¾

Dividend income referred to in section 115-O of the Act, is exempt from tax in the hands of the FIIs, as per section 10 (34) of the Act.

¾

As per section 115AD of the Act, dividend income other than dividend income referred to in section 115-O of the Act, in respect of equity shares received by FIIs would be subject to tax at 20% (plus applicable surcharge and cess).

¾

As per section 2(29A) of the Act, read with section 2 (42A) of the Act, equity share in a company is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.

¾

As per section 10(38) of the Act, any capital gain arising from the transfer of a long term capital asset being an equity share in a company and such transaction is chargeable to securities transaction tax (including equity shares Offered for Sale under this issue which is subject to securities transaction tax at the time of sale), would not be liable to tax in the hands of the FIIs.

¾

As per section 115AD of the Act, if securities transaction tax is not charged on transfer of long term capital asset being an equity share in a company, the capital gains are taxed at the rate of 10% (plus applicable surcharge and cess). Cost Indexation benefit and foreign currency fluctuation benefit as per proviso to section 48 of the Act will not be available in such a case.

¾

Under section 54EC of the Act, capital gains arising on the transfer of long term capital asset will be exempt from capital gains tax to the extent such capital gains are invested within a period of 6 months after the date of such transfer, subject to maximum limit of Rs.5.00 million during any financial year, minimum for a period of 3 years in bonds issued by the following: i)

National Highway Authority of India constituted under section 3 of the National Highway Authority of India Act, 1988 and

ii)

Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

However, if the assesses transfers or converts the above amounts invested into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the investment made earlier is transferred or converted into money. ¾

As per section 2(29A) of the Act, read with section 2 (42A) of the Act, equity share in a company is treated as a short term capital asset if the same is held for not more than 12 months immediately preceding the date of its transfer.

¾

As per section 111A read with section 115AD of the Act, any capital gain arising from the transfer of a short term capital asset being an equity share in a company and such transaction is chargeable to securities transaction tax (including equity shares Offered for Sale under this issue which is subject to securities transaction tax at the time of sale), are taxed at the rate of 15% (plus applicable surcharge and cess).

¾

As per section 115AD of the Act, if securities transaction tax is not charged on transfer of short term capital asset being an equity share in a company then it would be taxed at the rate of 30% (plus applicable surcharge and cess).

¾

In case the non-resident / Foreign Company shareholders are engaged in business of trading in shares, the income on transfer of shares would be taxed as business income or loss in accordance with and subject to the provisions of the I.T. Act.

¾

Where the income arising from taxable securities transactions entered into in the course of business and such taxable securities transactions are included in the income computed under the head “Profits and gains of business or profession” then securities transaction tax paid on such transactions will be allowed as deduction from income under the head “Profits and gains 78

of business or profession” under clause (xv) to subsection (1) of section 36 of the Income Tax Act, 1961. As per section 196D of the Act read with section 195 of the Act, any income by way of dividend (other than dividend referred to in section 115-O of the Act), business income payable to FIIs, may be liable to the provisions of with-holding tax, subject to the provisions of the relevant tax treaty.

¾

Accordingly income tax may have to be deducted at source in the case of a FIIs shareholder at the rate under the domestic tax laws or under the tax treaty, whichever is beneficial to the assesses unless a lower withholding tax certificate is obtained from the tax authorities. ¾

As per section 196D of the Act, income by way of capital gain payable to FII, is not liable to withholding tax.

¾

As per the provisions of section 90 of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial. D)

Non-Resident Indian Shareholders

¾

Certain non-resident individual shareholders being a citizen of India or person of Indian origin (NRI) has an option to be governed by the provisions of Chapter XII-A of the Act.

¾

As per the provisions of section 90, the NRI shareholder has an option to be governed by the provisions of the tax treaty, if they are more beneficial than the domestic law wherever India has entered into Double Taxation Avoidance Agreement (DTAA) with the relevant country for avoidance of double taxation of income.

¾

As per section 115E of the Act, where shares in the company are subscribed for in convertible foreign exchange by the NRI, dividend income other than dividend income referred to in section115-O of the Act, received by NRI would be subject to tax at 20% plus applicable surcharge and cess.

¾

As per section 115E of the Act, where shares in the company are subscribed for in convertible foreign exchange by the NRI, capital gains arising to the NRI on transfer of shares held for a period exceeding 12 months shall [in cases not covered under section 10(38) of the Act] be concession ally taxed at the flat rate of 10% (without indexation benefit but with protection against foreign exchange fluctuation) plus applicable surcharge and cess.

¾

Under provisions of section 115F of the Act, long term capital gains [not covered under section 10(38) of the Act] arising to the NRI from the transfer of shares of the company subscribed to in convertible foreign exchange shall be exempt from Income tax, if the net consideration is invested in specified assets or specified savings certificates within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted within three years from the date of their acquisition.

¾

Under provisions of section 115G of the Act it shall not be necessary for the NRI to furnish his return of income if his only source of income is investment income or long term capital gains or both arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at source has been deducted there-from. Under section 115-I of the Act, the NRI may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing return of' income under section 139 of the Act declaring therein that the provisions of the chapter shall not apply to him for that assessment year and if he does so, the provisions of this chapter shall not apply to him, instead the other provisions of the Act shall apply.

¾

E)

Mutual Funds

79

In accordance with section 10(23D) of the Act, any income of:

¾

i)

a Mutual Fund registered under the Securities and Exchange Board of India Act, 1992 or regulations made there under;

ii)

Such other Mutual Fund set up by a public sector bank or a public financial institution or authorized by the Reserve Bank of India subject to such conditions as the Central Government may, by notification in the Official Gazette, specified in this behalf; will be exempt from income tax.

Benefits available under the Wealth Tax Act, 1957 ‘Asset’ as defined under section 2(ea) of the Wealth Tax Act, 1957, does not include shares in companies. Hence, the investment in the shares is not liable to Wealth Tax.

¾

Benefits to shareholders of the Company under the Gift Tax Act, 1958 Gifts made after 1st October 1998 is not liable t o gift tax, and hence, gift of shares of the Company would not be liable for gift tax.

¾

Tax Treaty Benefits An investor has an option to be governed by the provisions of the IT Act or the provisions of a Tax Treaty that India has entered into with another country of which the investor is a tax resident, whichever is more beneficial.

¾

Venture Capital Companies/Funds Under Section 10(23FB) of the IT Act, any income of Venture Capital companies/ Funds (set up to raise funds for investment in venture capital undertaking notified in this behalf) registered with the Securities and Exchange Board of India would be exempt from income tax, subject to conditions specified therein. As per Section 115U of the IT Act, any income derived by a person from his investment in venture capital companies/ funds would be taxable in the hands of the person making an investment in the same manner as if it were the income received by such person had the investments been made directly in the venture capital undertaking.

¾

Notes: 1.

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

2.

All the above benefits are as per the current tax law and will be available only to the sole / first named holder in case the shares are held by joint holders.

3.

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 agreements, if any, between India and the country in which the non-resident has fiscal domicile.

4.

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.

5.

A shareholder is advised to consider in his / her / its own case the tax implications of an investment in the Equity Shares, particularly in view of the fact that certain recently enacted legislations may not have direct legal precedent or may have a different interpretation on the benefits which an investor can avail.

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SECTION VI – ABOUT US INDUSTRY OVERVIEW Disclaimer: Pursuant to the requirements of the SEBI ICDR Regulations, the discussion on the business of Our Company in this Draft Red Herring Prospectus consists of disclosures pertaining to industry grouping and classification. The industry grouping and classification is based on our Company's own understanding and perception and such understanding and perception could be substantially different or at variance from the views and understanding of third parties. Our Company acknowledges that certain products described in the Draft Red Herring Prospectus could be trademarks, brand names and/ or generic names of products owned by third parties and the reference to such trademarks, brand names and/or generic names in the Draft Red Herring Prospectus is only for the purpose of describing the products/services. The industry data has been collated from various industry and/or government and/or research publications and from information available from the World Wide Web. Neither we, nor any other person connected with the issue has verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. Source: Entire Industry Section as detailed below is based on September 2011, Industry Report on Travel and Tourism Sector, prepared by Yogesh Katariya & Co., Research & Consulting Global Economic Scenario: Global economic activity in the second half of 2010 turned out to be stronger than earlier expectations. However, the uneven pace of growth across regions and uncertainty about the durability of recovery in the advanced economies persist. The positive sentiments arising from the growth momentum in major advanced economies was neutralised by the persistence of high unemployment and downside risks from weak housing markets and unfinished deleveraging. The combination of developments resulted in additional policy stimulus. While in the US the second dose of quantitative easing (QE2) was followed up with extension of fiscal stimulus, other advanced economies faced a difficult choice between delaying fiscal exit to support growth on the one hand and early exit to contain the sovereign debt concerns on the other. The risk of sovereign debt crisis spreading from the Eurozone periphery has resurfaced in recent months. Emerging Market Economies (EMEs), which had recovered ahead of the advanced economies, exhibited robust growth momentum driven by domestic demand. Inflation and overheating risks have, however, prompted monetary tightening at varied pace. (Source: RBI report on monetary developments Q3FY11) Indian Economic Overview: As per RBI report on Macro economic and monetary developments (third quarter FY11), India saw robust GDP growth in the first half of 2010-11; this suggests that the economy has returned to its earlier high growth path. With 8.9 per cent growth in the first half of 2010-11, India continues to be one of the fastest growing economies in the world. The uncertainty about the durability of the robust growth seen in Q1 of 2010-11 waned significantly with the momentum continuing in Q2. Satisfactory kharif production and higher rabi sowing point to stronger contribution of the agriculture sector to overall GDP growth in 2010-11. Industrial production has exhibited near double digit growth but the significant volatility adds uncertainty to the outlook. Lead indicators of the services sector show sustained buoyancy. In certain sectors, particularly non-cereal food items, however, the supply response to market signals in the form of higher prices has been weak, thereby exerting upward pressures on inflation. Core infrastructure sector has grown slower than both the overall GDP and the industrial sector, suggesting that it remains a constraint to higher growth. Capacity utilisation levels 81

have generally remained steady, which juxtaposed with high growth suggests that capacity addition is keeping pace with growth in demand. Services sector, which has the dominant share in GDP, exhibits sustained momentum. Led by “trade, hotel, restaurant, transport, storage and communication” and “financing, insurance, real estate and business services”, service sector growth during Q2 of 2010-11 showed gradual acceleration over the previous three quarters. The strong growth of various lead indicators, including commercial vehicles production, cell phone connections, air cargo and passengers handled at domestic and international terminals during the year so far, suggest continuation of the recent growth pattern. Amongst service sector the highest growth was seen in commercial vehicles production followed by cell phone connections. Commercial vehicles production increased 41.3% in April-Oct 2010-11 vs last year growth of 15.1% and cell phone connections increased 26.6% vs last year growth of 49.5%. Tourist arrivals in period of Apr – Dec 2010-11 have shown substantial growth of 8.5% vs 0.2% for Apr-Dec 2009-10. (Source: Ministry of Tourism, Ministry of Statistics, Reserve Bank of India report) Global Travel & Tourism Industry Travel & Tourism is an important economic activity in most countries around the world. Globally this industry has contributed actively in revenue generation as well as employment generation directly (hotels, visitor attractions, restaurants, tourist transport) as well as indirectly through the supply of many goods and services that are inputs to the tourism industry. International tourism recovered strongly in 2010 according to the Advance Release of the UNWTO World Tourism Barometer. International tourist arrivals were up by almost 7% to 935 million, following the 4% decline in 2009 – the year hardest hit by the global economic crisis. The vast majority of destinations worldwide posted positive figures, sufficient to offset recent losses or bring them close to this target. However, recovery came at different speeds and was primarily driven by emerging economies. While all regions posted growth in international tourist arrivals, emerging economies remain the main drivers of this recovery. This multi-speed recovery, lower in advanced economies (+5%), faster in emerging ones (+8%), is a reflection of the broader global economic situation and is set to dominate 2011 and the foreseeable future. Asia (+13%) was the first region to recover and the strongest growing region in 2010. International tourist arrivals into Asia reached a new record at 204 million last year, up from 181 million in 2009. Africa (+6% to 49 million), the only region to show positive figures in 2009, maintained growth during 2010, benefiting from increasing economic dynamism and the hosting of events such as the FIFA World Cup in South Africa. Results returned to double digits in the Middle East (+14% to 60 million) where almost all destinations grew by 10% or more. In Europe (+3% to 471 million) recovery was slower than in other regions due to the air traffic disruption caused by the eruption of the volcano and the economic uncertainty affecting the euro zone. However, the sector gained momentum from the second half of the year and some individual countries performed well above the regional average, but this was not sufficient to bring overall results above the losses of 2009. The Americas (+8% to 151 million) rebounded from the decline in 2009 brought on by the economic hardship suffered in North America and the impact of the influenza A(H1N1) outbreak. The return to growth in the US economy has helped improve the region’s results as a whole, as did the increasing regional integration in Central and South America and the vitality of Latin American economies. Growth was strongest in South America (+10%). Subregional results clearly reflect this multi-speed recovery. A few subregions such as North and Sub-Saharan Africa and South-East Asia were not impacted by the global crisis and reported continuous growth throughout 2009 and 2010. Among the subregions affected by the crisis in 2009, North-East and South Asia, North and South America, and Western Europe saw growth in arrivals in 2010 fully compensate for previous losses and exceeding pre-crisis peak levels. The Caribbean and Central America are just back at 2008 levels, while in Central and Eastern Europe, and Southern and Mediterranean Europe growth was still insufficient to make up for the lost tourist flows of 2009. In contrast, Northern Europe did not return to positive growth in 2010. Growth in international tourism receipts continued to lag somewhat behind that of arrivals during 2010, as is the trend during periods of recovery. Among the top outbound tourism markets in terms of expenditure abroad, emerging economies continued to drive growth: China (+17%), the Russian 82

Federation (+26%), Saudi Arabia (+28%) and Brazil (+52%). Of the traditional source markets, Australia (+9%), Canada (+8%), Japan (+7%) and France (+4%) rebounded, while more modest growth at 2% came from the USA, Germany and Italy. On the opposite side of the spectrum, expenditure abroad from the UK was still down by 4% in 2010. UNWTO’s Tourism 2020 Vision forecasts that international arrivals are expected to reach nearly 1.6 billion by the year 2020. Of these worldwide arrivals in 2020, 1.2 billion will be intraregional and 378 million will be long-haul travellers. The total tourist arrivals by region shows that by 2020 the top three receiving regions will be Europe (717 million tourists), East Asia and the Pacific (397 million) and the Americas (282 million), followed by Africa, the Middle East and South Asia. East Asia and the Pacific, Asia, the Middle East and Africa are forecasted to record growth at rates of over 5% year, compared to the world average of 4.1%. The more mature regions Europe and Americas are anticipated to show lower than average growth rates. Europe will maintain the highest share of world arrivals, although there will be a decline from 60 per cent in 1995 to 46 per cent in 2020 (Source: UNWTO) Structure of Global Travel & Tourism Industry:

Size of Global Travel & Tourism Sector as per WTTC projections The global travel and tourism industry has seen revival in FY11 after the global economic slowdown in FY08. According to WTTC projections the direct contribution of Travel &Tourism to GDP is expected to be US$1,850.0bn (2.8% of total GDP) in 2011, and could rise by 4.2% pa to US$2,860.5bn (2.9%) in 2021 (in constant 2011 prices). Similarly, the total contribution of Travel &Tourism to GDP, including its wider economic impacts, is forecast to rise by 4.2% pa from US$5,991.9bn (9.1% of GDP) in 2011 to US$9,226.9bn (9.6%) by 2021. Globally Travel & Tourism is expected to support directly 99,048,000 jobs (3.4% of total employment) in 2011, rising by 2.0% pa to 120,427,000 jobs (3.6%) by 2021. The total contribution of Travel & Tourism to employment, including jobs indirectly supported by the industry, is forecast to rise by 2.3% pa from 258,592,000 jobs (8.8% of total employment) in 2011 to 323,826,000 jobs (9.7%) by 2021. Travel & Tourism visitor exports are expected to generate US$1,162.7bn (5.8% of total exports) in 2011, growing by 6.6% pa (in nominal terms) to US$1,789.2bn (4.7%) in 2021. Travel & Tourism investment is estimated at US$652.4bn or 4.5% of total investment in 2011. It should rise by 5.4% pa to reach US$1,487.9bn (or 4.6%) of total investment in 2021.

83

Source: UNWTO World Tourism Borometer, June 2010; UNWTO Presentation January 2010, Cox & Kings Analyst Presentation Indian Travel & Tourism Sector The structure of Indian travel & tourism sector remains the same as that of global travel & tourism sector. Tourism industry is directly driven by the growth in GDP. Discretionary spending on leisure tourism is more during economic prosperity and drops significantly during economic downturn. In case of India, combining unparalleled growth prospects and unlimited business potential, the industry is certainly on the foyer towards being a key player in the nation's changing face. Furthermore, banking on the government’s initiative of upgrading and expanding the country’s infrastructure like airports, national highways etc, and the tourism and hospitality industry is bound to get a bounce in its growth. The hotel and tourism industry’s contribution to the Indian economy by way of foreign direct investments (FDI) inflows were pegged at US$ 2.24 billion from April 2000 to November 2010, according to the Department of Industrial Policy and Promotion (DIPP). Following graph shows Country rankings for travel & tourism direct industry GDP (absolute as well as percentage wise) for 2020 (as projected by WTTC).

84

China & India are among the top ten countries for T&T (USD in Billion) 0 100 200 300 400 500 600 700 800 900 1000 916.5

UnitedStates China

500.7 215.8

Japan UnitedKingdom France Spain Italy India Germany Australia

148.2 143.0 123.7 121.8 110.6 103.7 79.7

Source: Cox & Kings Analyst Presentation Indian travel & tourism's contribution to employment Travel & Tourism is expected to generate 24,931,000 jobs directly in 2011 (5.0% of total employment). This includes employment by hotels, travel agents, airlines and other passenger transportation services (excluding commuter services). It also includes, for example, the activities of the restaurant and leisure industries directly supported by tourists. By 2021, Travel & Tourism will account for 30,439,000 jobs directly, an increase of 5,508,000 (22.1%) over the next ten years.

Growth Drivers for Travel & Tourism Industry in India Tourism is an important sector of the economy and contributes significantly in the country’s GDP as well as Foreign Exchange Earnings (FEE). It has backward and forward linkages with many other sectors of the economy, like transport, construction, handicrafts, manufacturing, horticulture, agriculture, etc. In the year 2010, the tourism sector witnessed substantial growth as compared to 2009. The growth rate during 2009 over 2008 was (-) 2.2%. FEE from tourism during 2010 were ` 64,889 crore as compared to ` 54,960 crores during 2009, registering a growth rate of 18.1%. The growth rate in FEE from tourism during 2009 over 2008 was 8.3%. India is one of the fastest-growing travel and tourism markets in the world. Foreign tourist arrivals (FTAs) in India have increased as India continues to be a favoured tourist destination for leisure, as well as business travel. FTAs have increased at a CAGR of 8.1% between 2004 and 2009. The demand for travel and tourism is expected to reach US$ 431.7 billion (` 24,252.4 billion) by 2020. 85

India’s well-equipped hospital infrastructure and the low cost of treatment, compared to developed countries, make it a preferred destination for medical tourism, which is expected to grow at 29 per cent to reach US$ 2.4 billion by 2012. The Ministry of Tourism is upgrading infrastructure facilities at important tourist destinations, which has improved accessibility to these places. (Source: Ministry of Tourism, Annual Report) As per the Travel and Tourism Competitiveness Report 2009 by the World Economic Forum, India is ranked 11th in the Asia Pacific region and 62nd overall, moving up three places on the list of the world's attractive destinations. It is ranked the 14th best tourist destination for its natural resources and 24th for its cultural resources, with many World Heritage sites, both natural and cultural, rich fauna, and strong creative industries in the country. India also bagged 37th rank for its air transport network. The India travel and tourism industry ranked 5th in the long-term (10-year) growth and is expected to be the second largest employer in the world by 2019. Furthermore, India has emerged as a popular tourist destination, and many smaller cities (Udaipur, Thiruvananthapuram and Kochi) are witnessing a greater influx of foreign tourists, resulting in an increased demand for hotels in these cities. Both domestic and international players have planned large-scale investments in the hospitality industry. Investment in travel and tourism in India is expected to reach US$ 34.7 billion in 2010 and US$ 109.3 billion by 2020. Cumulative FDI inflows into the tourism and hospitality sector have been estimated at US$ 2,178.9 million between April 2000 and September 2010. In addition, the Government of India (GoI) has introduced various initiatives and campaigns such as Incredible India!, Colors of India, Atithi Devo Bhavah and the Wellness Campaign to promote the Indian tourism and hospitality industry. Also, the increasing income and affordability have increased domestic leisure travel in the country. Government Initiatives/policy According to the Consolidated FDI Policy, released by DIPP, Ministry of Commerce and Industry, Government of India, the government has allowed 100 per cent foreign investment under the automatic route in the hotel and tourism related industry. The terms hotel includes restaurants, beach resorts and other tourism complexes providing accommodation and /or catering and food facilities to tourists. The term tourism related industry includes: • Travel agencies, tour operating agencies and tourist transport operating agencies • Units providing facilities for cultural, adventure and wildlife experience to tourists • Surface, air and water transport facilities for tourists • Convention/seminar units and organisations The Government of India has announced a scheme of granting Tourist Visa on Arrival (T-VoA) for the citizens of Finland, Japan, Luxembourg, New Zealand and Singapore. The scheme is valid for citizens of the above mentioned countries planning to visit India on single entry strictly for the purpose of tourism and for a short period of upto a maximum of 30 days. During 2010, a total number of 6549 Visa on Arrivals (VoA) were issued under VoA Scheme. As per the press release by Press Information Bureau (PIB) dated November 15, 2010, the Union Ministry of Tourism has included Medical Tourism under the Marketing Development Assistance (MDA) Scheme. The Ministry of Tourism has sanctioned US$ 27,742 as MDA to 10 Medical Tourism Service Providers during current year. The Ministry of Tourism has sanctioned 781 projects in 34 States/ Union Territories (UTs) in the country amounting to US$ 511.82 million during the last three years up to June 2010, as per a press release dated October 18, 2010. Source: Entire Industry Section as detailed below is based on Spetember 2011, Industry Report on Travel and Tourism Sector, prepared by Yogesh Katariya & Co., Research & Consulting

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OUR BUSINESS Our Company was originally incorporated as “Ace Tours Worldwide Private Limited” on July 13, 2007 by conversion of a partnership firm Ace Tours Worldwide under Part IX of the Companies Act, 1956 vide Certificate of Incorporation issued by the Asst. Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company was converted into a public limited company vide fresh Certificate of Incorporation dated September 30, 2011 and subsequently the name of our Company was changed to “Ace Tours Worldwide Limited”. Our Company is promoted by Mr. Raju Choksi, Mr. Bharat Choksi, Mr. Jayesh Choksi and Mr. Mayank Choksi. We provide quality holidays with a range of services designed to meet the diverse holiday needs and interests of our clients families and corporate as well. We are primarily in the business of providing the following travel and leisure services to our clients: ¾ B) C) ¾ B) C) ¾ ¾ ¾ B) C) D) E) ¾ B) C) ¾ ¾ ¾

International Tours Individual Tours Group Tours Domestic Tours Individual Tours Group Tours MICE (Meetings, Incentives, Conferences and Exhibitions) Cruises Other special planned trips Honeymoon trips School trips Business / Conventional trips Conference / Trade Fairs / Exhibitions Travel Bookings Air tickets Railway tickets Hotel bookings (worldwide) Rent-a-Car facility Visa Processing

We endeavour to provide the most suited holidays/trips to our clients, which are custom made to meet their requirements. As mentioned above we provide the entire gamut of activities associated with holidays like ticketing, local travel arrangement, hotel bookings, etc under a single roof to our clients. Our continued services have won us many accolades such as recognition as an approved tour operator and for excellent co-operation and service by the Ministry of Tourism, Government of India. Location Our Company is headquartered in Surat and has branch offices in Mumbai, Ahmedabad and Rajkot. We also have our franchisees, who operate under our brand name from Anand, Baroda, Bharuch, Kandivali (Mumbai) and Jalna. Our Competitive Strengths 1. Integrated provider Our Company is an integrated provider of travel and travel related services such as travel management, airline ticket and hotel booking, package tours and travel insurance services to domestic and foreign tourists and business travellers. We provide one stop shop for all the travel requirements from visa to ticketing to holidays to insurance under one roof. This cross selling of products facilitates our customers, thereby, making it our unique selling proposition.

87

2. Established institutional customer base We provide travel and related services to leading corporates in India. We have the ability and expertise to service our institutional as well as individual clients. 3. Strong Leadership Team Our Company operates in service industry wherein the biggest asset of the Company is the quality of its human resources. Our Company is managed by Directors who are qualified and are having significant experience in this industry. The Board of Directors is supported by a team of professionals with several years of relevant experience. 4. Customer focus Our Company lays great emphasis on customer service and providing quality care to our customers. Our Company works towards providing 100% satisfaction to the customers. Service quality cell has been set up to ensure customer retention and repeat business. Our Business Model Customer Service The key and centre-point of our existence are our customers, and providing services to them in an informed manner is paramount to our business operations Affordable price We strive to offer services to our clients at prices which are affordable and at various price points. Consistent Improvement With the increase in the number of services offered by us, it is challenging to maintain and manage our customer services across the platforms. However consistency in customer service our key to manage our customers. Call-Center/Web Portal In today’s age of rampant information flow, customers also expect instantaneous solutions for their issues. Having anticipated this we have set-up a call-centre unit at our registered office to solve our client’s issues as well and to make information available to them to help them make an informed decision regarding their travel/holiday plans. We firmly believe that communication and vigil at all contact points. Our Business Strategy We intend to pursue the following principal strategies to leverage our competitive strengths and grow our business: 1) Intensify our service offerings by increasing our distribution network We seek to be the preferred partner to families and corporate clients alike for leisure/holidays and related services in India and abroad. Our focus is to enhance our service excellence, provide innovative offerings and strengthen our brand value along with it. With an increase in our network, we believe that we can accelerate the above focuses. 2) Competitive Pricing To remain aggressive and capitalize a good market share, we believe in offering competitive prices to our customers. This helps us to sustain the competition and withhold a strong position in the market.

88

3) Ramping up presence and client base through acquisitions We intend to grow at a fast pace through acquisition opportunities that may be available. As a part of our overall strategy, we shall evaluate opportunities available for acquisition from time to time Our Services We offer our services to corporate as well as individual customers who are looking to travel/leisure and holiday, in India and abroad. We also offer specific and customised offerings for our corporate clients as well. We offer the following services to our customers: 1. International Tours a. Individual Tours b. Group Tours 2. Domestic Tours a. Individual Tours b. Group Tours 3. MICE (Meetings, Incentives, Conferences and Exhibitions) 4. Cruises 5. Other special planned trips a. Honeymoon trips b. School trips c. Business / Conventional trips d. Conference / Trade Fairs / Exhibitions 6. Travel Bookings a. Air tickets b. Railway tickets 7. Hotel bookings (worldwide) 8. Rent-a-Car facility 9. Visa Processing A few notable corporate customers, whom we serve are LIC of India, Motilal Oswal, Asian Paints, JM Financial Services, LIC Mutual Fund, Siemens, Torrent Pharmaceuticals amongst other. Technology We make extensive use of internet to service our clients in a faster and efficient manner. We use dedicated servers and internet connections to help our customers get their bookings done within a short span. Competition Travel and travel-related services business in India is highly fragmented with presence of many regional, local and unorganized sector players. Except for integrated travel companies like Thomas Cook or Cox & Kings, who are by far larger entities than us, there may be many other players of comparable size, who offer travel related services. Further there are many small and fragmented players (both individuals and corporate entities) that compete with us in various market segments. Collaborations, any performance guarantee or assistance in marketing by the collaborators As of the date of filing of the Draft Red Herring Prospectus, our Company has not entered into any collaborations or agreements for marketing of our products, except for setting up of franchisee offices, which are done in the normal course of business. Approach to Marketing We employ a variety of marketing and sales channels, which include advertisem*nts in print media, television, direct mail, e-commerce and on-ground market promotions backed by outbound telemarketing.

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Our marketing initiatives are present across all key mediums of print media, direct mail, ecommerce and out of home advertising. From time to time, we have joint marketing promotions with local brands as well as on ground promotions supported by telemarketing. We undertake a detailed exercise periodically to identify existing and prospective clients with the potential to develop into large clients. Our senior management is actively involved in managing client relationships and business development through targeted interaction with multiple contacts at different levels in the client organization. Our Human Resources Philosophy Our HR philosophy is centred on empowerment with a strong sense of respect. In this direction our organization constantly encourages and supports freedom of ideas and enterprise. We encourage employees to 1. 2. 3. 4. 5.

Develop relationships with diverse ideas, and perspectives. Have a sense of enterprise with rewards for results Celebrate achievements and reward for superior performance Provide appropriate working conditions and resources to enable people to do their work. Respect co workers irrespective of nature of work and responsibilities

Imbibed in these guiding principles we constantly develop and evolve our Human Resources, which are most critical in our service-based industry. Utilities & Infrastructure Facilities Our registered office is located at Surat. Our offices are equipped with latest computer systems, servers, relevant software’s, uninterrupted power supply, internet connectivity, security and other facilities, which are required for our business operations to function smoothly. Manpower/Employee details As on January 31, 2012, we have 36 employees on our permanent rolls. Office Locations

Management

Marketing

Ticketing

Support staff

Total

Surat

4

3

5

12

24

Mumbai

1

1

4

6

Ahmedabad

1

1

1

3

Rajkot

1

1

1

3

Total

4

6

8

18

36

Export obligations We do not have any export obligations as on the date of filing this Draft Red Herring Prospectus. Future Prospects A person may travel for attending a meeting, he or she might want to visit somebody, or may be that person is going abroad for a job. In this way each and every one has to travel. Travel agencies are vital for each and everybody. Nowadays if a person wants to go abroad, he or she has to make a call to a travel agency. They will arrange each and every thing for them like tickets, hotel booking. They do not have to worry about anything. A person can easily reach his destination with the help of travel and tourism agencies. Cultural holidays are fastest growing sector, according to World Tourism Organizations. In other words, everybody wants to explore the world whether he or she is a kid or an adult. Everybody likes to travel and want to enjoy his or her holidays. Demographic shifts will reshape the travel agencies. Outbound 90

Tourism is also increasing from countries like India and China. Multinational companies also urge tourism. They send their employees on vacation, so that they can enjoy and experience bliss in their life. Employees can even go with their families on such a trip. Intellectual Property Rights Our Company does not have any IPRs registered except our logo as mentioned hereinunder: Sr. No. a.

Mark

Certification Date May 20, 2006

Issuing Authority Registrar of Trademarks, Mumbai

Description of Class 39

Property Owned by our Company Sr. No. 1

Description of Property, Usage and details of charges Surat Head Office FF-22/23, Jolly Arcade Ghod Dod Road, Surat – 395 007 Gujarat

Vendor

Area

Tanvi Corporation Ram Corporation

740 sq. ft. super built up

Mala R Choksi (spouse of Promoter Mr. Rajubhai Choksi)

370 sq. ft. super built up

Considerati on as per agreement ` 4,81,000

Document Registration No. 11824 dated November 09, 2004 2

Surat Head Office FF-24, Jolly Arcade Ghod Dod Road, Surat – 395 007 Gujarat

` 20,00,000

Document Registration No. 13587 dated November 07, 2007 Properties taken on license/lease by our Company Branch offices Sr. No

Address of Property

Name of Lessor

Agreement Date, Lease period

Rental Amount

1.

Mumbai Branch office 239, Citi Center, S.V. Road, Goregaon (West) Mumbai – 400 062, Maharashtra

Mr. Mustak Motiwala

01.04.2010 for a period of 22 months upto 31.01.2012

` 12000 p.m.

2.

Ahmedabad Branch Office A-114, Sakar-7, Nehru Bridge Corner Ashram Road Ahmedabad – 380 009, Gujarat

Ms. Fahila S Mansuri

01.12.2010 for a period of 35 months 29 days from the date of agreement

` 16000 p.m.

3

Rajkot Branch Office 108, Embassy Tower Opp. Jubilee Garden Rajkot – 360001, Gujarat

Mr. Dasrathbhai Wala

01.04.2010 for a period of 2 years

` 8000 p.m.

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Franchisee offices Sr. No 1

Name and Address of Franchisee Trans Global Solutions G-12/A, R.K. Complex Opp. Home Science College Mota Bazar, V V Nagar Anand – 388 120, Gujarat

Date of agreement June 01, 2010

Valid upto One year from the date of Agreement, and automatically renewed for subsequent period of one year unless terminated

2.

Patel Services B – 201, Alankar Tower Sayajiganj, Baroda – 390 005, Gujarat.

April 08, 2011

3.

M/s. Patel Services F-7, Amardeep Complex Falshruti Nagar, Station Road Bharuch – 392 001, Gujarat

April 20, 2011

4.

Radha Raman Enterprises Shop No. 119, Chhatrapati Shivaji Sankul Near Hotel Surya, D. Raja Road Jalna – 431 203, Maharashtra

April 13, 2010

One year from the date of Agreement and automatically renewed for subsequent periods of one year unless terminated One year from the date of Agreement and shall be automatically renewed for subsequent period of one year unless terminated One year from the date of Agreement, and automatically renewed for subsequent period of one year unless terminated

5.

Penguin International Tours Travels Shop No. 21, Raj Heights M.G. Road, Kandivali (West) Mumbai – 400 063, Maharashtra.

June 09, 2010

One year from the date of Agreement, and automatically renewed for subsequent period of one year unless terminated

6.

Aditya Multitude Private Limited 101, Ashirvad Paras Complex, Corporate Road, Near Prahalad Nagar Garden, Ahmedabad – 380 015, Gujarat

January 25, 2012

One year from the date of Agreement, and renewable for subsequent period of one year unless terminated

&

Insurance Our Company maintains insurance against various risks inherent in our business activities, including property damage caused by fire, earthquake, flood, explosion and similar catastrophic events that may result in physical damage to or destruction of our computers and other office equipment as also burglary insurance. Although we consider our insurance coverage to be of a type and level that is economically prudent, we cannot assure you that we will be able to maintain insurance at rate which we consider commercially reasonable or that such coverage will be adequate to cover any claims that may arise. Overall, we generally maintain insurance covering our assets and operations at levels that we believe to be appropriate for our business.

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KEY INDUSTRY REGULATIONS AND POLICIES There are no specific laws in India governing the industry in which we operate in India. The significant legislations and regulations that generally govern our industry in India are acts such as the Income Tax Act, 1961, Service Tax Rules, 1994, Employees State Insurance Act, 1948, Bombay Shops and Establishment Act, 1948, Employees Provident Fund and Miscellaneous Act 1952, State Tax on Professions, Trades, Callings and Employment Act, 1975 and such other acts as applicable.

93

HISTORY AND CERTAIN CORPORATE MATTERS Brief Corporate History of our Company Our Company was originally incorporated as “Ace Tours Worldwide Private Limited” on July 13, 2007 by conversion of the partnership firm Ace Tours Worldwide under Part IX of the Companies Act, 1956 vide Certificate of Incorporation bearing CIN number U63040GJ2007PTC051318 issued by the Asst. Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company was converted into a public limited company vide fresh Certificate of Incorporation dated September 30, 2011 and subsequently the name of our Company was changed to “Ace Tours Worldwide Limited”. Details of erstwhile Partnership firm: M/s. Ace Tours & Information Centre is a partnership firm formed under the Partnership Act, 1932 vide a partnership deed dated April 1, 1997 having its office at Surat. The partnership had commenced business w,e,f. April 1, 1996. The firm was reconstituted vide partnership deed dated April 1, 2005. The firm was further reconstituted vide partnership deed dated May 28, 2007 and the name of the firm was changed to M/s Ace Tours Worldwide. The firm was engaged in the business of providing travel and leisure services. The following persons were partners of the partnership firm just before conversion: Sr. No.

¾

¾ ¾ ¾ ¾ ¾ ¾

Name of the Partners Mr. Raju Jashwantlal Choksi Mr. Jayesh Jashwantlal Choksi Mrs. Rekha A. Choksi Mrs. Nilesha B. Choksi Mr. Bharat Jashwantlal Choksi Mr. Mayank A. Choksi Mr. Anil Jashwantlal Choksi

Profit Sharing Ratio (%) 25% 25% 10% 15% 10% 10% 5%

Later on July 13, 2007 the firm was converted into a corporate entity under part IX of the Companies Act, 1956 as Ace Tours worldwide Private Limited. The current promoters of our Company are Mr. Raju Choksi, Mr. Bharat Choksi, Mr. Jayesh Choksi and Mr. Mayank Choksi. Since incorporation in the year 2007, our Company is engaged in the business of providing travel and leisure services. Our services mainly include arranging Domestic as well as International tour on individual and group basis, Air and Rail ticketing, Hotel Booking, Rent A Car, Visa processing, foreign exchange etc. As on date our Company operates from its Head office at Surat and 3 Branches at Mumbai, Ahmedabad and Rajkot. We have 5 franchisee offices at Anand, Baroda, Bharuch, Jalna and Mumbai servicing the clients in these locations. A table indicating our revenues and profits for the past 4 years is given below: Particulars

October 31, 2011

Sales and Incomes Restated PAT

March 31, 2011

March 31, 2010

March 31, 2009

(` Lacs) March 31, 2018

Operating 1421.87 13.21

2183.17 52.33

2,114.91 49.21

2746.46 44.36

1840.74 (2.34)

Major Corporate Events Year 2007 2008 2010 2011

Event Incorporated as “Ace Tours Worldwide Private Limited” by conversion of partnership firm under Part IX of the Companies Act, 1956 Started caterting to corporate clients, including meetings, incentives, conferences and events (MICE) Opening of franchisee locations Converted into a public limited company 94

Changes in the Registered Office There have not been any change in the registered office of our Company since incorporation. Details in relation to the Business of our Company For details in relation to our business including description of our activities, services, market of each segment, our growth, technology, market and capacity built-up, our standing with reference to our prominent competitors, please refer to the chapter titled “Our Business” beginning on page 87 of this Draft Red Herring Prospectus. Objects of our Company The objects as set forth in the Memorandum of Association of our Company are: 1. To promoter, represent, organize, undertake, establish, conduct, handle, arrange, manage, own, operate, participate, facilitate, sponsor, encourage and provide the business as package tour operators for religious, educational and picnic purposes; Designing, booking and catering ready made and tailor made international and domestic packages, international and domestic hotel booking, visa processing, booking, issuing and selling domestic and international air tickets, passport application processing, cruise booking, providing and hiring transport services by surface, sea and air, MICE, business activities, passenger sales agents, general sales agents for domestic airlines, domestic international hotels, cruise liners, cargo booking agents daily passenger service operators, conducted tour operators; travelling agents for booking and reserving accommodations, seats, berths, compartments, coupes, complete bogies on railways, motor ships, motor boats, aeroplanes, steamships, motor buses and omnibuses, vehicle booking agents; hotel booking agents, authorised railway ticket booking agents, ship booking agents, authorised airlines tickets booking agents, representatives of other travelling agencies, courier service agents, correspondents, parcel & postage booking agents, telephone. 2. To carry on activities and business of and to establish and run hotel, resorts, motels, clubs, service apartments, residential accommodations, holiday home, complexes, sports, indoor and outdoor games, golf course, amusem*nt parks for members, tourists, visitors and to provide and cater all type of food, soft drinks, beverages through restaurant café and to provide facilities of health club, swimming pool, recreation, conference, convention and to carry all the activities in the field of hospitality tourism and recreation. Changes in the Memorandum of Association Since the incorporation of our Company, the following changes have been made to the Memorandum of Association of our Company: Date of Shareholder Resolution February 28, 2011

Details Change in the capital clause

September 19, 2011

The authorised share capital of our Company was increased from ` 5,00,00,000 to ` 7,05,00,000. Change in the capital clause

August 30, 2011

The authorised share capital of our Company was increased from ` 7,05,00,000 to ` 16,00,00,000. Change in the name clause

October 18, 2011

The name of our Company was changed to Ace Tours Worldwide Limited. Change in Main Object Clause Addition of following clause 2 to the existing main objects clause:

95

To carry on activities and business of and to establish and run hotel, resorts, motels, clubs, service apartments, residential accommodations, holiday home, complexes, sports, indoor and outdoor games, golf course, amusem*nt parks for members, tourists, visitors and to provide and cater all type of food, soft drinks, beverages through restaurant café and to provide facilities of health club, swimming pool, recreation, conference, convention and to carry all the activities in the field of hospitality tourism and recreation. Number of Shareholders/ Members As on the date of this DRHP, the total number of holders of our Equity Shares is Twenty one. Subsidiaries of Our Company Our Company does not have any subsidiaries as on the date of this Draft Red Herring Prospectus. Our Holding Company We do not have a holding company. Details of Merger/Amalgamation There has been no merger/amalgamation pertaining to our Company. Revaluation of assets: Our Company has not revalued its assets since its incorporation. Injunction or Restraining Order Our Company is not operating under any injunction or restraining order. Equity Capital raising Our Equity issuances in the past have been provided in sections titled “Capital Structure” on page no. 45 of this Draft Red Herring Prospectus. Changes in activities of our Company during the last 5 years Our Company has not changed its line of activities since incorporation. For further details, please refer to Chapter titled "Our Business" beginning on page 87 of this Draft Red Herring Prospectus. Time and Cost Overrun In respect of projects undertaken by our Company since its incorporation, there have been no time and cost overruns. The company is in service industry; hence time and cost overrun have not arisen till date. Strikes and Labour Unrest Our Company has not lost any significant time on account of strikes or labour unrest since incorporation. Defaults or rescheduling of borrowing We have not defaulted or rescheduled our borrowings. Furthermore, none of our loans taken from banks and financial institutions have been converted into equity in the past.

96

Joint Venture and other Agreements Except for the agreements signed with our franchisees, which are also entered into in the normal course of business, there are no material agreements, entered into by our Company more than two years before the date of this Draft Red Herring Prospectus. Shareholders Agreement Other than as mentioned below, as on the date of filing the Draft Red Herring Prospectus, there are no existing Shareholders Agreements amongst the shareholders of our Company. Convertible Debenture Subscription Agreement and Amendment to Convertible Debenture Subscription Agreement Our Company had entered into a Convertible Our Company had entered into a Convertible Debenture subscription agreement dated January 10, 2008, with Benett, Coleman & Co. Limited and our Company’s promoters, represented by Mr. Rajubhai Choksi. Through the said agreement, the Company allotted One (1) 0% fully convertible debenture for a consideration of ` 4,00,00,000 (Rupees Four crores only). As per the terms of the agreement, the debenture was to be converted into Equity Shares (BCCL Shares) on September 01, 2009, based on the following formula: BCCL Shares = (Subscription Amount * Y)/X Y = No. of shares outstanding as on August 31, 2009 + proposed BCCL Shares + Shares vested under ESOP, if any X = PAT based on 2009 audited accounts * PE multiple (14 times) As per the terms of the said agreement, the conversion of debenture into Equity Shares (BCCL Shares), should not exceed 10% of the paid up and outstanding capital. To the extent the debenture cannot be converted to Equity Shares, BCCL has the right to convert the balance into Equity Shares or redeem the balance in cash. However, due to the global financial crisis, our Company could not convert the debentures into Equity as per the terms of the above agreement and it was mutually decided amongst the parties to the agreement that the conversion would be kept in abeyance. The parties through an amended agreement dated February 24, 2011 modified the terms of the original agreement dated January 10, 2008, wherein debenture to the extent of ` 2,88,26,702/- were redeemed in cash, while the balance amount of ` 1,11,73,298 was converted into Equity Shares as per the above formula and accordingly 5,19,949 Equity Shares were allotted to BCCL on February 28, 2011. While as on date there are no outstanding debentures, we have not received any waiver or satisfaction letter from BCCL and the the covenants as per the original agreement stand, which are detailed in brief as under: ¾ Promoters shall use reasonable endeavour for an IPO ¾ Submission of quarterly financial statements to BCCL ¾ No additional shares to be issued to others at a price lower than the conversion price, prior to the IPO, and in case the shares are issued, the Company to issue such shares to BCCL for no consideration, or through transfer from promoters. ¾ Company shall not issue shares through the IPO at a price lower than the conversion price. In case the IPO is priced at less than the conversion price, the promoters would transfer such number of shares to BCCL, such that the weighted average price of acquisition cost per share of BCCL is equal to the IPO price. It is however clarified that such transfer would take place after completion of the statutory lock-in period ¾ The promoters cannot dispose of or sell shares to third party who is not an affiliate of the Promoters resulting into shareholding falling below 75% of Issued & Outstanding Capital of the Company without considering sale of all the shares of BCCL to the third party. ¾ Customary Tag along rights and Right of First Refusal. ¾ Tag along rights

97

1. If the Promoters, or any of them, as the case may be, by themselves or through their affiliates, intends to Transfer all or part of their shareholding in the Company to a third party who is not an affiliate of the of the Promoters (the “Third Party Offeror”), the Promoters shall provide notice of such proposed sale to BCCL no later than 30 (Thirty) days prior to the proposed closing of such sale. The Promoters, or any of them, as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the Third Party Offeror makes an offer in writing toBCCL to purchase a prorate portion ( i.e.a ratio of Shares of the Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or disposal, as the case may be) of the Shares held by BCCL in the Company at such terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, or any of them, as the case may be, including as to Price ( the “Tag-Along Offer”). The Third Party Offeror’s Tag Along shall remain open for acceptance for not less than 30 (Thirty) days following delivery to BCCL Of the offer of the Third Party Offeror 2. Provided that in the event that any such sale or disposal by the Promoter results in the Promoter’s shareholding falling below 75% ( Seventy Five Percent) of issued and outstanding capital of the company (whether in a single transaction or a series of transaction related or otherwise), the Promoter shall not be permitted to carry out such sale or otherwise dispose of the Shares held by the Promoter, unless simultaneously with the sale, the Third Party Offeror makes an offer in writing to BCCL to purchase all the BCCL Shares held by BCCL in the Company at such time, on the same terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, including as to price.

3. If the Third Party Offeror refuses to purchase Shares from BCCL and BCCL notifies the Promoters in Writing within 30 (Thirty) days following receipt by BCCL of the Promoter’s notice that it desires to sell Shares to the Third Party Offer or, the Promoters shall reduce the number of shares proposed to be sold to the Third Party Offer or and BCCL shall sell to the Third Party Offer or, and Promoters shall ensure that the Third Party Offer or shall buy, a pro rata portion or all of the Shares held by BCCL at that time, as the case may be, on the same terms and conditions, including as to price. It is clarified that the Promoters will not be permitted to sell any Shares to the Third Party Offer or, unless and until the Third Party Offer or has acquired all the Shares offered by BCCL on the terms and conditions, including as to price. Collaborations Our Company has not entered into any collaboration with any third party as per regulation (VIII)(B) (1)(c) of Part A, Schedule VIII of the SEBI Regulations. Guarantees given to third parties Our Promoters have not given any Guarantees to third parties Strategic Partners Our Company has not entered into any arrangements with any strategic partners as on the date of filing this Draft Red Herring Prospectus. Financial Partners Our Company has not entered into any arrangements with any financial partners as on the date of filing this Draft Red Herring Prospectus.

98

OUR MANAGEMENT Under our Articles, our Company is required to have not less than 3 Directors and not more than 12 Directors. As on date of filing of the Draft Red Herring Prospectus, our Board Consists of 5 Directors and includes 2 Promoter Directors and 3 independent Directors. Mr. Raju Jashwantlal Choksi is our Managing Director and in charge of overall management of our Company subject to the supervision and control of the Board. OUR DIRECTORS The following table sets forth the details regarding our Board of Directors as on the date of the Draft Red Herring Prospectus. Sr. No. 1.

Name, Age, Address, Designation, Occupation, DIN and Nationality Mr. Raju Jashwantlal Choksi

Date of Appointment and Terms of Office Date of Appointment: July 13, 2007

Age: 46 years Address: 13/332, Matru Ashish, Athvaline, Surat –395 007, Gujarat, India

Other Directorships Ace Resorts and Infrastructure Private Limited Choksi Circuits Private Limited

Term: Appointed as Managing Director w.e.f September 01, 2011 for a period of 5 years

Designation: Managing Director (Executive and Non Independent) Occupation: Business DIN: 01421108 2.

Nationality: Indian Mr. Bharat Jashwantlal Choksi

Date of Appointment: July 13, 2007

Age: 49 years Address: 13/332, Matru Ashish, Athvaline, Surat –395 007, Gujarat, India

Ace Resorts and Infrastructure Private Limited Choksi Circuits Private Limited

Term: Appointed as Wholetime Director w.e.f September 01, 2011 for a period of 5 years Liable to retire by rotation

Designation: Director-Finance (Executive Director and Non Independent) Occupation: Business DIN: 01421133 3.

Nationality: Indian Mr. Gour Keshablal Kanjilal

Date of Appointment: May 18, 2009

Age: 66 years 99

Nil

Address: D-708, Chittaranjan Park, New Delhi – 110 007, India

Term: Liable to retire by rotation

Designation: Independent Director (Non Executive and Independent) Occupation: Retired DIN: 02274370 4.

Nationality: Indian Mr. Dipankar Basu Age: 69 years Address: Flat No. B 303 CBIP Co-operative Gr. Housing Society Limited Plot No. 8B, Sector 7, Dwarka, New Delhi – 110 075, India

Date of Appointment: May 18, High Mark Credit Information Services 2009 Private Limited Term: Liable to retire by rotation

Designation: Independent Director (Non Executive and Independent) Occupation: Retired IAS DIN: 02274346 5.

Nationality: Indian Mr. Rakesh Mohinder Puri

Date of Appointment: September 20, 2011

Timbor Home Limited

Age: 44 years Address: 6, Raja Garden(Extn) Near Alpine Intl. School Firozpur Road, Ludhiana – 141 012. Punjab, India

Term: Liable to retire by rotation

Designation: Independent Director (Non Executive and Independent) Occupation: Professional DIN: 02443261 Nationality: Indian As on the date of the Draft Red Herring Prospectus: A.

None of the above mentioned Directors are on the RBI List of wilful defaulters.

B.

None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI. 100

C.

None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

D.

None of our Directors are/were directors of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

E.

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.

F.

There are no service contracts entered into by and between our Directors and our Company whereby benefits would be provided upon termination of employment.

Brief Profile of our Directors For a brief profile of our Promoter Directors Mr. Raju Jashwantlal Choksi and Mr. Bharat Jashwantlal Choksi, please refer chapter titled “Our Promoter and Promoter Group” beginning on page 113 of the Draft Red Herring Prospectus. Mr. Gour Keshablal Kanjilal, Independent Director Mr. Kanjilal, aged 66 years, is an Independent Director of our Company. He is a postgraduate in History from Delhi University and holds a Diploma in Tourism from France in addition to the certificate courses from World Tourism Organisation (WTO) and Pacific Asia Travel Association (PATA). He has more than 36 years of experience in the fields of Tourism Services and has held many important positions in “The Government of India", "Ministry of Tourism" as detailed below: » Former Regional Director of the India Tourism Office in Mumbai. » Former Regional Director (West Asia) based in Dubai. » Former Deputy Director General in the Ministry of Tourism, New Delhi. » Former Director in the Tourist Office, Paris. » Former Assistant Director in the Tourist Office, London. » Former Principal in the Indian Institute of Skiing and Mountaineering. » Former Deputy Director at the Indian Institute of Tourism and Travel Management, New Delhi. » Former Regional Director (North) of India Tourism Office in New Delhi. He had also got his tourism training in France and joined specialised courses of W.T.O and PATA. He has written a number of literary articles in travel journals, National Press in India and abroad. He is also visiting faculty member in various tourism institutes. He was appointed as the Independent Director of our Company on May 18, 2009. No remuneration / sitting fees was paid to Mr. Kanjilal for the financial year 2010 – 2011. Mr. Dipankar Basu, Independent Director Mr. Basu, aged 69 years, is an Independent Director of our Company. He holds bachelor’s degree from St. Stephen’s College in New Delhi. He has done his Masters in Economics from Delhi University and is also a Masters in Public Administration, M Phil. and LLB. He has served in Indian Administrative Service for 36 years from 1966 to 2002. He has about 22 years of experience in leading district level and state government positions in Gujarat and another 14 years in Central government positions at senior levels in Delhi. He retired as Secretary Co-ordination in the Cabinet Secretariat, Government of India in September 2002. He worked as Member Appellate Authority for Industrial and Financial Reconstruction under Ministry of Finance in the rank of a High court Judge for 3 years from 2004 to 2007. He was appointed as the Independent Director of our Company on May 18, 2009. No remuneration / sitting fees was paid to Mr. Basu for the financial year 2010 – 2011. Mr. Rakesh Puri, Independent Director 101

Mr. Puri, aged 44 years, is an Independent Director of our Company. He is a B.Com. from Punjab University, Ludhiana and is a member of the Institute of Chartered Accountants of India Delhi. He is a practicing Chartered Accountant and has been practicing since 1995. He has more than 22 years of working experience in the field of Finance and Accounts. Family Relationship between Directors None of our Directors are relatives (as defined under the Companies Act). However, our Directors and Promoters are related to each other as disclosed hereunder Name Mr. Raju Jashwantlal Choksi Mr. Bharat Jashwantlal Choksi

Director to whom related Mr. Bharat Jashwantlal Choksi Mr. Raju Jashwantlal Choksi

Nature of Relationship Brother

BORROWING POWERS OF BOARD OF DIRECTORS The Board of Directors of our Company has power to borrow up to ` 100 crore as per the members’ resolution passed in the EGM of our Company held on October 18, 2011. 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 223 of the Draft Red Herring Prospectus. COMPENSATION AND BENEFITS TO THE MANAGING DIRECTOR / WHOLE TIME DIRECTORS 1. Terms of appointment and compensation of Mr. Raju Jashwantlal Choksi, Managing Director are as follows: Mr. Raju Choksi was appointed as our Director on July 13, 2007, and appointed as Managing Director w.e.f. September 01, 2011 Particulars Salary Perquisites a. House rent allowance and House maintenance with expenditure on gas, electricity, water and furnishings. b. Leave Travel Allowance for self and family. c. Medical benefits for self and family. d. Personal accident insurance premium e. Mediclaim Insurance for self, spouse, children and dependent family members Provident Fund contribution by our Company Superannuation fund contribution by our Company

Amount (` ) 1.00 Lac per Month / 12 Lac per Annum 3 Lacs per Annum 5 Lac per Annum 2 Lac per Annum 0.50 Lac premium per Annum 0.50 Lacs premium per Annum / Claim Value ` 10 Lacs As per Company Rules As per Company Rules

2. Terms of appointment and compensation of Mr. Bharat Jashwantlal Choksi, Executive Director are as follows: Mr. Bharat Choksi was appointed as our Director on July 13, 2007, and appointed as Whotetime Director w.e.f. September 01, 2011. Particulars Salary Perquisites f. House rent allowance and House maintenance with expenditure on gas, electricity, water and furnishings. g. Leave Travel Allowance for self and family. 102

Amount (` ) 1.00 Lac per Month / 12 Lac per Annum 3 Lacs per Annum 5 Lac per Annum

Particulars h. Medical benefits for self and family. i. Personal accident insurance premium j. Mediclaim Insurance for self, spouse, children and dependent family members Provident Fund contribution by our Company Superannuation fund contribution by our Company

Amount (` ) 2 Lac per Annum 0.50 Lac premium per Annum 0.50 Lacs premium per Annum / Claim Value ` 10 Lacs As per Company Rules As per Company Rules

Sitting Fees Payable to Non-Executive Directors Our Independent Directors are not entitled to any sitting fees for attending meetings of the Board, or of any committee of the Board. 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. Ankit Shukla, Company Secretary & Compliance Officer is 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 Directors As per our Articles of Association of our Company, a Director is not required to hold any shares in our Company to qualify him for the office of Director of our Company. The following table details the shareholding of our Directors in their personal capacity and either as sole or first holder, as on the date of the Draft Red Herring Prospectus: Sr. No. 1. 2. 3. 4. 5.

Name of the Directors

No. of Equity Shares held

Mr. Raju Jashwantlal Choksi Mr. Bharat Jashwantlal Choksi Mr. Gour Keshablal Kanjilal Mr. Dipankar Pavitrakumar Basu Mr. Rakesh Puri Total

10,26,000 9,85,500 Nil Nil Nil 20,11,500

Percentage (%)of preissue Equity Share in our Company 14.62 14.04 Nil Nil Nil 28.66

Interest of Directors All our Directors may be deemed to be interested to the extent of fees payable, if any, to them for attending meetings of the Board, as well as to the extent of remuneration if any, payable to our executive Directors for their services as executive directors of our Company and reimbursem*nt of expenses payable to them under our Articles of Association. 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 annexure titled “Statement of Related Party Transactions, as Restated” beginning on page 140 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 103

Except as stated/referred to in the paragraph titled “Property” beginning on page 91 “Business Overview” beginning on page 87 of the Draft Red Herring Prospectus, our Directors do not have any interest 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 The following changes have taken place in the Board of Directors of our Company during the last three years: Name of the Director

Date of Appointment

Mr. Nileshaben Choksi Mr. Rekhaben Choksi Mr. Mayank Choksi

Since incorporation Since incorporation Since incorporation

Mr. Jayesh Choksi

Since incorporation

Mr. Anil Choksi

Since incorporation

Mr. Gour Keshablal Kanjilal Mr. Dipankar Basu Mr. Rakesh Puri

May 18, 2009 May 18, 2009, September 20, 2011

Date of Cessation of Directorship March 31, 2011 March 31, 2011 September 20, 2011 September 20, 2011 September 20, 2011 ----

Remarks Resigned Resigned Resigned Resigned Resigned Appointed to broadbase the board and to comply with clause 49 of the Listing Agreement

CORPORATE GOVERNANCE The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance will be applicable to us immediately upon the listing of our Equity Shares with the Stock Exchanges. Our Company has complied with the provisions of Clause 49 of Listing Agreement in respect of Corporate Governance especially with respect to the appointment of Independent Directors, constituting the Committees such as Shareholders/Investors Grievance Committee, Audit Committee and Remuneration Committee. Composition of the 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 5 Directors out of which 3 are independent directors in accordance with the requirement of clause 49 of the listing agreement of the Stock Exchanges. Sr. No.

Name of the Director

Designation

Category

Mr. Raju Jashwantlal Choksi Mr. Bharat Jashwantlal Choksi

Managing Director Whole Time Director

Executive and Non Independent Executive and Non Independent

Mr. Gour Keshablal Kanjilal Mr. Dipankar Basu Mr. Rakesh Puri

Director Director Director

Non Executive and Independent Non Executive and Independent Non Executive and Independent

In terms of the Clause 49 of the Listing Agreement, our Company has already appointed Independent Directors and constituted the following Committees of the Board: 1. Audit Committee 2. Remuneration Committee 3. Shareholders/Investors Grievance Committee 104

Our Company has constituted an Initial Public Offering Committee, for the purposes of this Issue. Audit Committee Our Board constituted an Audit Committee in accordance with Clause 49 of the Listing Agreement. The Audit Committee was constituted at a meeting of the Board of Directors held on September 20, 2011. 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: Sr. No. 1. 2. 3. 4.

Name Mr. Rakesh Puri Mr. Gaur Kanjilal Mr. Dipankar Basu Mr. Bharat Choksi

Designation Chairman Member Member Member

Nature of Directorship Independent Director Independent Director Independent Director Executive Director

Our Company Secretary, Mr. Ankit Shukla will act as the secretary of the Committee. The terms of reference of our Audit Committee are given below: i.

Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii.

Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iii.

Approval of payment to the statutory auditors for any other services rendered by the statutory auditors.

iv.

Appointment, removal and terms of remuneration of internal auditor.

v.

Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference, but not restricted to:

vi.

1.

Matters required to be included in the Director’s Responsibility Statement’ to be included in our Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act;

2.

Changes, if any, in accounting policies and practices and reasons for the same;

3.

Major accounting entries involving estimates based on the exercise of judgment by management;

4.

Significant adjustments made in the financial statements arising out of audit findings;

5.

Compliance with listing and other legal requirements relating to the financial statements;

6.

Disclosure of any related party transactions;

7.

Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board of directors for their approval, including such review as may be required for compliance with provisions of the listing agreement entered into with the Stock Exchanges;

105

vii.

Monitoring the, 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

viii.

Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

ix.

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.

x.

Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors;

xi.

Discussing with internal auditors on any significant findings and follow up thereon.

xii.

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.

xiii.

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.

xiv.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

xv.

To review the functioning of the ‘whistle blower’ mechanism, when the same is adopted by our Company and is existing.

xvi.

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

xvii.

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and to carry out any other function statutorily required to be carried out by the Audit Committee as per applicable laws;

xviii.

The Audit Committee shall mandatorily review the following information: 1.

Management discussion and analysis of financial information and results of operations;

2.

Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

3.

Management letters / letters of internal control weaknesses issued by the statutory auditors;

4.

Internal audit reports relating to internal control weaknesses; and

5.

The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

Terms of reference, power, quorum and other matters in relation to the Audit Committee will be as per Clause 49 of Listing Agreement The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the 106

recommendations of the Audit Committee, reasons for disagreement shall have to be minuted in the Board Meeting and the same has to be communicated to the shareholders. The chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit. REMUNERATION COMMITTEE Pursuant to the provisions of Clause 49 of the Listing Agreement, the constitution of the Remuneration Committee was approved at a meeting of the Board of Directors held on September 20, 2011 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 three independent Directors. The Remuneration Committee has been constituted with the following Directors: Sr. No. 1. 2. 3.

Name Mr. Gaur Kanjilal Mr. Dipankar Basu Mr. Rakesh Puri

Designation Chairman Member Member

Nature of Directorship Independent Director Independent Director Independent Director

Our Company Secretary, Mr. Ankit Shukla will act as the secretary of the Committee. The terms of reference of our Remuneration Committee are given below: 1. 2. 3. 1. 2. 3. 4. 5. 6. 7.

8.

9. 10.

to ensure that our Company has formal and transparent procedures for the selection and appointment of new directors to the board and succession plans; to develop and implement a plan for identifying and assessing competencies of directors; to identify individuals who are qualified to become board members, taking into account a variety of factors, including, but not limited to: the range of skills currently represented on the board; the skills, expertise, experience (including commercial and/or industry experience) and particular qualities that make individuals suitable to be a director of our Company; and/or the individual’s understanding of technical, accounting, finance and legal matters; to make recommendations for the appointment and removal of directors; ensure that our Company has in place a programme for the effective induction of new directors; to review, on an ongoing basis, the structure of the board, its committees and their inter relationship; to recommend to the Board, the remuneration packages of our Company’s Managing / Joint Managing / Deputy Managing / Whole time / Executive Directors, including all elements of remuneration package (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.); to be authorised at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, our Company’s policy on specific remuneration packages for Company’s Managing / Joint Managing / Deputy Managing / Whole-time / Executive Directors, including pension rights and any compensation payment; to implement, supervise and administer any share or stock option scheme of our Company; and to attend to any other responsibllity as may be entrusted by the Board within the terms of reference.”

107

SHAREHOLDERS’/ INVESTORS’ GRIEVANCES COMMITTEE The Shareholders’ / Investors’ Grievance Committee has been formed by the Board of Directors at the meeting held on September 20, 2011 in compliance with Clause 49 of the Listing Agreement. The Shareholders’ / Investors’ Grievance Committee has been constituted with the following Directors: Sr. No. 1. 2.

Name Mr. Gaur Kanjilal Mr. Bharat Choksi

Designation Chairman Member

3.

Mr. Dipankar Basu

Member

Nature of Directorship Independent Director Non Independent & Executive Director Independent Director

Our Company Secretary, Mr. Ankit Shukla will act as the secretary of the Committee. The terms of reference of our Shareholders’/ Investors Grievance Committee are given below: “To allot the Equity Shares of the Company, and to supervise and ensure: 1. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures; 2. Redressal of shareholders and investor complaints in relation to transfer of shares, allotment of shares, non-receipts of the refund orders, right entitlement, non-receipt of Annual Reports and other entitlements, non-receipt of declared dividends etc; 3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares 4. Issue of duplicate / split / consolidated share certificates; 5. Allotment and listing of shares; 6. Review of cases for refusal of transfer / transmission of shares and debentures; 7. Reference to statutory and regulatory authorities regarding investor grievances; 8. Ensure proper and timely attendance and redressal of investor queries and grievances. 9. To do all such acts, things or deeds as may be necessary or incidental to the exercise of all the above powers.”

108

Organisational chart of our Company

Key Managerial Personnel The key managerial personnel of our Company other than our Executive Directors are as follows: Sr. No.

Name of Designation Employees

Age (years)

QualifiCation

Date of Joining

Experience

Previous Gross Employment compensation in FY 2011 (` in Lacs)

1. Mr. Mayank Head –

31

B. Com. from September 7 years in First job South Gujarat 21, 2011 business development University and and handling Diploma in corporate Basic Fares – clients. Air Ticketing from Air India He was an Executive Director of our Company till September 20, 2011

2.40

2. Mr. Amit

27

B.Sc. Purvanchal University

5 years in First job portal development and management

3.98

Choksi

Kumar Singh

Business Development

Head - Web Portal

July 13, 2007*

MCA from Uttar Pradesh Technical University, Lucknow

3. Ms. Shefali Head - Air Sheth

Ticketing

29

Basic/ Advance Fares and Ticketing Functionalities from ABACUS.

109

July 13, 2007*

8 years in handling Air ticketing division for domestic as well as international

Shree Raj Travels & Tours, Surat

2.94

She is also an AMADEUS Certified Agent B. Com. from South Gujarat University

July 13, 2007*

15 years in marketing of marketing of hospitality services.

Royal Park Club Resort

4.20

B. Com., M.S. University, Baroda

July 13, 2007*

11 years in handling marketing of domestic tour packages, GIT and FIT

New Maharaja Travels, Baroda

3.55

23

B. Com. from Mumbai University

August 01, 2009

7. Mr. Ritesh Accounts

29

July 13, 2007*

9 years in handling Accounts, Audit and Taxation

Gaurav Singhvi & Associates, Chartered Accountants

3.12

8. Mr. Hemal Head - HR &

40

B.Com, M. Com. and LLB from Veer Narmad South Gujarat University B.Com from South Gujarat University

July 13, 2007*

24 years in handling Banking, payrolls, HR and administration

Mayur Construction Co., an associate concern

2.08

9. Mr. Ankit Company

29

September 20, 2011

4 years of Company Secretarial practice

4. Mr. Hormaz Head -

36

5. Mr. Vinay Head -

32

6. Ms. Neha Domestic

Besania

Parmar

Thakkar

International Tours

Domestic Tours (Front office)

Tours (In charge Mumbai office)

Glasswala Incharge

Chitania

Shukla

Admin.

Secretary & Compliance Officer

CS (2007), ICSI, LLB (2006). Gujarat University B. Com.

Jalaram Overall 3 years Agency experience of which one and half year in handling accounts and one and half year in processing domestic FIT tours

Individual Consultant

0.78

Nil

*These employees were earlier associated with the erstwhile partnership M/s Ace Tours Worldwide and became employees of our Company pursuant to registration as a company under Part IX of the Companies Act, 1956. Notes: I. All the Key Managerial Personnel mentioned above are on the payrolls of our Company as the permanent employees. II. There is no arrangement or understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above mentioned key managerial personnel have been recruited. III. The Key Management Personnel mentioned above are not related parties as per the Accounting Standard 18 except as except as stated in the annexure titled “Statement of Related Party Transactions, as Restated” on page 140 of the Draft Red Herring Prospectus. 110

Interests of Key Management Personnel None of our Key Management Personnel are interested in our Company except to the extent of their shareholding, if any, in our Company and the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursem*nt of expenses incurred by them during the ordinary course of business. Details of service contracts of our Key Managerial Personnel Except for the appointment letters, our Key Managerial Personnel have not entered into any other contractual arrangements with our Company. Shareholding of Key Managerial Personnel Other than as mentioned below, as on date of the Draft Red Herring Prospectus, none of our Key Managerial Personnel are holding any Equity Shares in our Company. Name of the KMP

No. of Shares

% Holding

533250

7.60%

Mayank Anil Choksi

Relation of the Key Managerial Personnel with our Promoter/Directors None of our Key Managerial Personnel are “related” to the Promoter or Directors of our Company within the meaning of Section 6 of the Companies Act, 1956 except as stated below. Name Mr. Mayank A. Choksi

Nature of Relationship Mr. Mayank A. Choksi is the Promoter of our Company

Bonus or profit sharing plan for Key Managerial Personnel There is no specific bonus or profit sharing plan for the Key Managerial Personnel other than as may be decided by the Management. Change in our Key Managerial Personnel Following have been the changes in the key managerial personnel during the last three years: Sr. No. I.

Ms. Neha Thakker

II.

Mr. Ankit Shukla

September 20, 2011

--

Ms. Nehal Salvi

July 13, 2007

November 15, 2011

III.

Name

Date of Joining August 01, 2009

Date of Leaving --

Designation Domestic Tours (In charge -Mumbai office) Company Secretary & Compliance Officer Head - International Tours

Employees For details of the Employees/ Manpower of our Company, please refer to the paragraph titled “Manpower” under Chapter “Business Overview” beginning on page 87 of the Draft Red Herring Prospectus. Employees Stock Option Scheme Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity Shares to our employees.

111

Payment or Benefit to Officers of our Company (non-salary related) Except for payment of monetary and non-monetary benefits in accordance with the terms of employment or engagement, we have not paid any amount or given any benefit to any officer of our Company in a period of two years before the date of the Draft Red Herring Prospectus, nor is such amount or benefit intended to be paid or given to any officer as on the date of the Draft Red Herring Prospectus. Retirement Benefits Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company. Turnover of our Key Management Personnel The average turnover of our Key Management Personnel is negligible.

112

OUR PROMOTER AND ITS BACKGROUND Our Company has been promoted by the following individuals whose details are mentioned hereinbelow: (i) (ii) (iii) (iv)

Mr. Raju Jashwantlal Choksi Mr. Bharat Jashwantlal Choksi Mr. Jayesh Jashwantlal Choksi Mr. Mayank Anil Choksi Mr. Raju Jashwantlal Choksi Mr. Raju Jashwantlal Choksi, aged 46 years, is the Managing Director of our Company. He is a Diploma in Electrical Engineering from Polytechnic Board of Gujarat, India. He started his career in 1988 by joining family business of construction and cinema exhibition and was mainly involved in marketing of services and handling customer relations. He ventured into a service industry by establishing M/s. Ace Tours & Information Centre in partnership with other family members in the year 1996. The name of the firm was later changed to M/s. Ace Tours Worldwide and on July 13, 2007 was converted into a corporate entity under part IX of the Companies Act, 1956 as Ace Tours worldwide Private Limited. His main role in the company is to formulate business plan keeping in mind market trends and consumer preferences, formulating global multi channel marketing plan and handling media campaign for promoting tourism business. Over a period he has successfully build an ACE TOURS brand within the travelling community. Presently he is also a Chairman of Tourism Committee of The Southern Gujarat Chamber of Commerce & Industry. Driving License No.: GJ05/070164/02 Voter Id No.: GJ/24/171/531658 Passport No. : G7269993 PAN No. : ABGPC0322A Bank Name, A/c No. and branch Address: YES Bank Limited, Ring Road, Surat - SB 001190100009889 Mr. Bharat Jashwantlal Choksi Mr. Bharat Jashwantlal Choksi, aged 49 years, is the Director-Finance of our Company. He is a Commerce Graduate from South Gujarat University. After graduation in 1983, he joined his family business of construction activities. Mr. Bharat was looking after administration and legal function of the construction business. In the year 2004, he joined M/s. Ace Tours & Information Centre as a partner and started handling Finance, Legal and administration function for tourism business. He was instrumental in converting the partnership firm into a corporate entity. His main role in the company is to handle entire finance and accounts function. Apart from finance and accounts, he provides strategic inputs for the creative designing and content development of web portal of the Company. Driving License No: GJ05/0050967/02 Voter Id No: GJ/24/171/531652 113

Passport No: F4724113 PAN No: ABGPC0321D Bank Name, A/c No. and branch Address: YES Bank Limited, Ring Road, Surat - SB 001190100010610 Mr. Jayesh Jashwantlal Choksi Mr. Jayesh Jashwantlal Choksi, aged 51 years, is the promoter of our Company. He holds a Bachelor’s degree in Civil Engineering from Sardar Vallabhbhai Patel Regional College of Engineering, Surat. After graduation in 1981, he started the construction business. Due to his vast experience of managing business and strong corporate relations, he has been the guiding force for Ace Tours Worldwide Limited. He has been providing the strategic inputs for the development of business of our Company. Driving License No: GJ05/19820087582 Voter Id No: GJ/24/171/531503 Passport No: H4140133 PAN No: ABGPC0320C Bank Name, A/c No. and branch Address: YES Bank Limited, Ring Road, Surat - SB 001190100010622 Mr. Mayank Anil Choksi Mr. Mayank Anil Choksi, aged 31 years, is the promoter of our Company. He is also the Head-Business Development of Our Company. He is a B.Com from South Gujarat University and has also completed his Diploma in Basic Fares – Air Ticketing from Air India. After completion of studies he Joined our Company. He is having an overall experience of 7 years in business development and handling corporate clients. Driving License No: 250533/98/SRT Voter Id No: GBV7657893 Passport No: H6386828 PAN No: ADOPC8248H Bank Name, A/c No. and branch Address: YES Bank Limited, Ring Road, Surat - SB 001190100009834 We confirm that the Permanent Account Number, bank account details and passport number of our promoters have been submitted to BSE and NSE, at the time of filing the Draft Red Herring Prospectus with them. Further our Promoters have not been identified as willful defaulter by RBI or any other Government authority and there are no violations of Securities Law committed by our Promoter in past or pending against them. Our Promoters are not prohibited from accessing the capital markets and no order or direction has been passed by SEBI or any other regulatory/statutory authority. For further details of our Promoters, please refer to the section titled ‘Our Management’ beginning on page 99 of the Draft Red Herring Prospectus.

114

PROMOTER GROUP I. Individuals The relatives of the promoters that form a part of the Promoter Group are as set forth below:Relationship Father Mother Spouse Brothers Sister Son Daughter Spouse’s Father Spouse’s Mother Spouse’s Brother Spouse’s Sister

Mr. Raju Jashwantlal Choksi Mr. Jashwantlal Choksi Ms. Jasvantiben Choksi Ms. Malaben Choksi Mr. Bharat Choksi Mr. Jayesh Choksi Mr. Anil Choksi Ms. Amita Parekh Ms. Daksha Soni Mr. Chirag Choksi --

Mr. Bharat Jashwantlal Choksi Mr. Jashwantlal Choksi Ms. Jasvantiben Choksi Ms. Nileshaben Choksi Mr. Raju Choksi Mr. Jayesh Choksi Mr. Anil Choksi Ms. Amita Parekh Ms. Daksha Soni Mr. Ashutosh Choksi Ms. Neha Choksi

Mr. Jayesh Jashwantlal Choksi Mr. Jashwantlal Choksi Ms. Jasvantiben Choksi Ms. Suhangini Choksi Mr. Raju, Mr. Bharat, Mr. Anil

Mr. Mayank Anil Choksi

Ms. Meghna Choksi

Mr. Dhruvkumar Tikiwala

Ms. Amita Parekh Ms. Daksha Soni -Ms. Binita Choksi Ms. Shivani Choksi Mr. Dhruvkumar Tikiwala

Mr. Rameshchandra Parekh Ms. Leelaben Parekh Mr. Dipak Parekh Mr. Chetan Parekh Mr. Jayesh Parekh --

Ms. Vatsalaben Tikiwala Mr. Shreyas Tikiwala

Ms. Vatsalaben Tikiwala Mr. Shreyas Tikiwala

Ms. Harshaben Rajpara Mr. Mayank Rajpara

Ms. Suhangini Choksi Ms. Sejalben Shah Ms. Smita Ramwala

Ms. Nileshaben Choksi Ms. Sejalben Shah Ms. Smita Ramwala

Ms. Sejalben D Bhadiyatra Ms. Kajal Ketanbhai Sorathiya

Mr. Anil Choksi Ms. Rekhaben Choksi Ms. Amiben Choksi --

-Ms. Hansika Choksi Mr. Pravinbhai Rajpara

II. Body Corporates The body corporates that form a part of the Promoter Group are as set forth below:a) Ace Resorts & Infrastructure Private Limited; b) Choksi Circuits Private Limited III. Partnership Firm a) M/s L N Constructions b) M/s Mayur Construction Co. c) M/s Omega Corporation Relationship of Promoters with each other and with our Directors All the three Promoters are brothers. Except as disclosed herein, none of our Promoters are related to any of our Company’s Directors Changes in our Promoters There have been no changes in the control of our Company since its incorporation. Companies / Firms from which the Promoters have disassociated themselves in last 3 (three) years None of our Promoters have disassociated themselves from any of the companies, firms or other entities during the last three years preceding the date of this Draft Red Herring Prospectus. 115

Common Pursuits The Promoters/ any member of Promoter Group do not have interest in any venture that is involved in any activities similar to those conducted by our Company. Interest of Promoter Our Promoter who is also the Director of our Company may be deemed to be interested to the extent of fees, if any payable to them for attending meeting of the Board or a committee thereof as well as to the extent of remuneration and reimbursem*nt of expenses payable to them as per the terms of our Articles and relevant provisions of Companies Act. Our Promoter Director may also be deemed to be interested to the extent of Equity Shares held by their relatives in our Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of this Draft Red Herring Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Our Promoter, Mr. Mayank Choksi, being one of the Key Managerial Personnel is also interested to the extent of salary payable to him. Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Promoter is directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by the Company other than in the normal course of business. Further, our Promoter is also director on the boards of certain Promoter Group entities and they may be deemed to be interested to the extent of the payments made by our Company, if any, to/from these Promoter Group entities. For the payments that are made by our Company to certain Promoter Group entities, see “Statement of Related Party Transactions, as Restated” beginning on page 140 of this Draft Red Herring Prospectus. Our Promoters and their immediate relatives have not given any loans to our Company, secured or unsecured, as on the date of the Draft Red Herring Prospectus. Payment or Benefit to Our Promoter in the last three years Except as mentioned in this chapter, in the section titled “Our Management” and in the section titled “Financial Statements” beginning on pages 99 and 126 respectively, of the Draft Red Herring Prospectus no payment has been made or benefit given to our Promoters in the three years preceding the date of the Draft Red Herring Prospectus. There is no bonus plan for our Promoters. Except as disclosed in the section titled “Our Management” of the Draft Red Herring Prospectus, our Promoters are not entitled to a profit- sharing plan. Other Ventures of our Promoters Save and except as disclosed in the chapter titled “Our Group Entities” beginning on page 117 of the Draft Red Herring Prospectus, there are no other ventures of our Promoters in which they have business interests/other interests. Interest in the Property of our Company Except the rent received from our Company for using the properties as mentioned under the paragraph titled “Property” under the chapter titled “Our Business” beginning on page 87 of the Draft Red Herring Prospectus, our Promoters do not have any interest in any property acquired by our Company within two years preceding the date of the Draft Red Herring Prospectus or proposed to be acquired by our Company. Listed Companies in the Promoters Group

116

As on the date of this Draft Red Herring Prospectus, there is/ are NO Listed Company/ Companies in the Promoter Group. Sales or Purchases between Companies in the Promoter Group Other than as disclosed under the Annexure XVI “Related Party Transactions” under the section titled “Financial Statements” beginning on page 126 of the Draft Red Herring Prospectus, there have been no sale or purchase between Companies in the Promoter Group. Related Party Transactions For details on our related party transactions please refer to the paragraph titled “Property” in the section titled “Our Business” beginning on page 87 and the paragraph titled “Interest of Directors” under the section titled “Our Management” beginning on page 99 and in the Annexure XVI under the section titled “Financial Statements” beginning on page 126 of the Draft Red Herring Prospectus. Other confirmations Our Promoter and Promoter Group confirm that they have not been declared as a wilful defaulter by RBI or any other governmental authority and there are no violations of securities laws committed by them in the past and no proceedings pertaining to such penalties are pending against them. Our Promoter, Promoter Group, Group Entities or Directors or persons in control of our Company or bodies corporate forming part of our Promoter Group or Group Entities or the Companies with which our Promoter is or was associated as a promoter have not been (i) prohibited from accessing the capital markets under any order or direction passed by SEBI or any other authority or (ii) refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad. Our Group Entities As on the date of the Draft Red Herring Prospectus, following entities that are promoted by our Promoters (including companies under the same management pursuant to Section 370 (1B) of the Companies Act) form part of our Group Entities and thus, are our Group Companies as defined under SEBI ICDR Regulations: 1. Group Companies The body corporate that form a part of the Promoter Group is as set forth below:1. Ace Resorts & Infrastructure Private Limited; 2. Choksi Circuits Private Limited 2. Partnership Firm 1. M/s Mayur Construction Co. 2. M/s Omega Corporation 3. M/s L.N. Construction Group Companies The equity shares of none of our Group Companies are listed on any stock exchange and they have not made any public or rights issue of securities in the preceding three years. Further, unless otherwise stated none of our Group Companies is a sick company under the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 (“SICA”) and none of them is under winding up. Further no application has been made, in respect of any of the Group Companies, to the Registrar of Companies for striking off their names. Additionally, none of our Group Companies have become defunct in the five years preceding the filing of the Draft Red Herring Prospectus.

117

ACE RESORTS AND INFRASTRUCTURE PRIVATE LIMITED (“ARIPL”) The Company was incorporated as Ace Holidays and Resorts Private Limited under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated February 15, 2006 issued by the Assistant Registrar of Companies, Gujarat,Dadra & Nagar Haveli with registration number 047733. Subsequently, the name of the Company was changed to Ace Resorts and Infrastructure Private Limited vide fresh certificate of incorporation dated April 15, 2008 issued by Assistant Registrar of Companies, Gujarat,Dadra & Nagar Haveli. The Corporate Identification Number of our Company is U63040GJ2006PTC047733. The registered office of the Company is situated at F-22, 23, 24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat, India. The company is engaged in the housing as well as industrial construction business. Board of Directors Currently, the Board of Directors of ARIPL consists of:

Sr. No.

Name

a) b) c) d) e)

Designation

Jayesh Jashwantlal Choksi Mayank Anil Choksi Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Anil Jashwantlal Choksi

Managing Director Director Director Director Director

Capital Structure and Shareholding Pattern The authorized share capital of ARIPL is ` 50,00,000 divided into 5,00,000 equity shares of ` 10 each and paid-up share capital of ARIPL is ` 50,00,000 divided into 5,00,000 equity shares of ` 10 each. The shareholding pattern of ARIPL as on the date of the Draft Red Herring Prospectus is as follows: Sr. No.

Name of Shareholders

Number Shares

of

Percentage of share capital (%)

84,500

16.90

1

Jayesh Choksi

2

Anil J. Choksi

81,500

16.30

3

Raju J. Choksi

84,500

16.90

4

Bharat Choksi

84,500

16.90

5

Mayank Choksi

75,000

15.00

6

Nilesha Choksi

7,500

1.50

7

Rekha Choksi

7,500

1.50

8

Suhangini Choksi

7,500

1.50

9

Mala Choksi

7,500

1.50

10

Jashwantiben Choksi

7,500

1.50

11

Binita Choksi

7,500

1.50

12

Meghna Choksi

7,500

1.50

13

Ami Choksi

7,500

1.50

14

Neha Choksi

7,500

1.50

15

Ashutosh Choksi

7,500

1.50

16

Shivani Choksi

7,500

1.50

17

Chirag Choksi

7,500

1.50

Total

5,00,000

100.00

Financial Information 2009

Particulars 118

2010

(` In Lacs) 2011

Paid up Equity share Capital

1.00

50.00

50.00

Reserves and Surplus (Excl. Revaluation Reserves) Misc. Expenditure to the extent not written off

0.94

42.70

74.78

0.89

0.80

0.69

Net Worth

1.05

91.90

124.09

Total Income

28.32

995.44

903.24

Profit / (Loss) after tax

1.06

41.76

32.08

Earnings per share (`)

10.60

8.35

6.42

Net Asset Value Per Share (`)

10.50

18.38

24.82

Face Value

10.00

10.00

10.00

Other disclosures: The Equity Shares of ARIPL are not listed on any stock exchanges. No action has been taken against the company by any Stock Exchange or SEBI. ARIPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further ARIPL is not under winding up, neither does it have a negative net – worth. There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against ARIPL. CHOKSI CIRCUITS PRIVATE LIMITED (“CCPL”) The Company was incorporated as Choksi Circuits Private Limited under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated December 23, 1985 issued by the Registrar of Companies, Gujarat,Dadra & Nagar Haveli with registration number 008342. The Corporate Identification Number of our Company is U32104GJ1985PTC008342. The registered office of the Company is situated at 13/332, Matru Ashish Khoddod Road, Athwa Lines, Surat, Gujarat. The company was incorporated with the object of carrying on the business of manufacturing of video games, television receivers, tape duplicators etc. Currently, the company is not carrying on any business activity. Board of Directors Currently, the Board of Directors of CCPL consists of: Sr. No. 1. 2. 3. 4.

Name Jayesh Jashwantlal Choksi Raju Jashwantlal Choksi Bharat Jashwantlal Choksi Anil Jashwantlal Choksi

Designation Director Director Director Director

Capital Structure and Shareholding Pattern The authorized share capital of CCPL is ` 50,00,000 divided into 50,000 equity shares of ` 100 each and paid-up share capital of CCPL is ` 50,00,000 divided into 50,000 equity shares of ` 100 each. The shareholding pattern of CCPL as on the date of the Draft Red Herring Prospectus is as follows: Sr. No.

Name of Shareholders

Number Shares

of

Percentage of share capital (%)

1

Jayesh Choksi

6,460

12.92%

2

Anil J. Choksi

11,650

23.30%

3

Raju J. Choksi

2,925

5.85%

119

4

Bharat Choksi

10,350

20.70%

5

Mayank Choksi

300

0.60%

6

Rekha Choksi

7

Suhangini Choksi

110

0.22%

1,230

2.46%

8

Jashwantiben Choksi

3,165

6.33%

9

Binita Choksi

300

0.60%

10

Meghna Choksi

300

0.60%

11

Daxa H. Soni

110

0.22%

12

Gayatri H. Soni

110

0.22%

13

Prashant H. Soni

220

0.44%

14

Amita U. Parekh

110

0.22%

15

Dilip N Parekh

110

0.22%

16

Vasumati R. Parekh

110

0.22%

17

Jashwantlal N. Choksi

6,090

12.18%

18

Harshad S. Soni

6,350

12.70%

50,000

100.00%

Total Financial Information

2009

Particulars Paid up Equity share Capital

50.00

Reserves and Surplus

2010 50.00

(` In Lacs) 2011 50.00

30.00

30.00

30.00

Less:P&L Dr. Balace

‐50.80

‐50.88

‐50.96

Less:Misc. Expenditure to the extent not written off

-17.19

-17.19

-17.19

12.01

11.93

11.85

0.00

0.00

0.00

Net Worth Total Income Profit / (Loss) after tax

-0.08

-0.08

-0.08

Earnings per share (`)

-0.15

-0.16

-0.16

Net Asset Value Per Share (`)

24.02

23.87

23.71

100.00

100.00

100.00

Face Value Other disclosures:

The Equity Shares of CCPL are not listed on any stock exchanges. No action has been taken against the company by any Stock Exchange or SEBI. CCPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further CCPL is not under winding up, neither does it have a negative net – worth. Choksi Circuits Pvt. Ltd. (CCPL) had availed financial assistance by way of a Term Loans from Gujarat Industrial Investment Corporation Limited (GIIC) for their proposed project to be established in Gandhinagar. As per the terms and conditions of the sanction letter the said loans were guaranteed jointly and severally by the personal guarantees of Promoters of CCPL. GIIC had filed a recovery suit before the City Civil Court at Ahmedabad, bearing suit no. 5807 of 1995 dated October 18, 1995 against the Promoters and Guarantors of M/s. Choksi Circuits Pvt. Ltd. (CCPL), Mr. Jaswantbhai N Choksi (father of our Promoters - now deceased), Mr. Anil J Choksi (brother of our Promoters) and Mr. Jayesh J Choksi, Mr. Bharat J Choksi & Mr. Rajubhai J Choksi (all three are Our Promoters), in relation to CCPL’s failure to repay Term loan principal amount of ` 81,42,709/- and Interest thereon of ` 63,72,067/- aggregating to ` 1,45,14,776/- outstanding as on August 31, 1995. GIIC has filed a suit for recovery of above said outstanding amount of ` 1,45,14,776/- along with interest @ 18% p.a. from

120

September 01, 1995 and other costs and expenses. The matter is pending before the City Civil Court at Ahmedabad. Partnership Firm M/S. MAYUR CONSTRUCTION CO. (“MCC”) M/s. Mayur Construction Co., is a partnership firm formed under the Partnership Act, 1932 vide a partnership deed dated April 01, 1993. It has its office at Prakash Talkies Compound, Station Road, Surat, Gujarat. The firm is engaged in the business of dealing in real estate and construction of real estate projects. Sr. No. 1. 2. 3. 4. 5.

Name of the Partners Mr. Jayesh Jashwantlal Choksi Mr. Anil Jashwantlal Choksi Ms. Jaswantiben Jashwantlal Choksi Mr. Bharat Jashwantlal Choksi Mr. Raju Jashwantlal Choksi

Profit Sharing Ratio (%) 20% 20% 20% 20% 20%

Brief Audited Financial Information Particulars Partners Capital Total Income Net Profit

2009 43.70 96.60 0.73

2010 27.14 105.88 3.44

(` In Lacs) 2011 30.14 81.87 2.45

Other disclosures: MCC does not have a negative Networth. No action has been taken against the firm by any Stock Exchange or SEBI. There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against MCC. M/S. OMEGA CONSTRUCTION (“Omega”) M/s. Omega Construction is a partnership firm formed under the Partnership Act, 1932 vide a partnership deed dated September 10, 2004. It has its office at Prakash Talkies Compound, Station Road, Surat, Gujarat. The firm is engaged in the business of civil construction work. The following are the partners and their profit sharing ratio: Sr. No. 1. 2. 3. 4. 5.

Name of the Partners Mr. Jayesh Jashwantlal Choksi Mr. Anil Jashwantlal Choksi Ms. Mala Rajubhai Choksi Ms. Jaswantiben Jashwantlal Choksi Mr. Mayank Anil Choksi

Profit Sharing Ratio (%) 20% 20% 20% 20% 20%

Brief Audited Financial Information Particulars Partners Capital Total Income Net Profit

2009 1.80 7.11 0.20

121

2010 2.55 7.22 0.42

(` In Lacs) 2011 2.77 1.32 0.11

Other disclosures: Omega does not have a negative Net Worth. No action has been taken against the firm by any Stock Exchange or SEBI. There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against Omega. M/S. L.N. CONSTRUCTION (“LNC”) M/s. L.N. Construction is a partnership firm formed under the Partnership Act, 1932 vide a partnership deed dated October 1, 2003. M/s. L. N. Construction has its office at Prakash Talkies Compound, Station Road, Surat, Gujarat. M/s. L. N. Construction is currently engaged in the business inter alia of real estate development. The following are the partners and their profit sharing ratio: Sr. No. 1. 2. 3. 4. 5.

Name of the Partners Mr. Jayesh Jashwantlal Choksi Mr. Mayank Anil Choksi Ms. Mala Rajubhai Choksi Ms. Jaswantiben Jashwantlal Choksi Ms. Nilesha Bharatkumar Joshi

Profit Sharing Ratio (%) 20% 20% 20% 20% 20%

Brief Audited Financial Information (` In Lacs) 2011

Particulars

2009

2010

Partners Capital

0.23

3.94

2.21

Total Income

9.14

5.54

2.20

Net Profit

0.47

0.25

0.18

Other disclosures: LNC does not have a negative Net Worth. No action has been taken against the firm by any Stock Exchange or SEBI. There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against LNC. Companies / Firms from which the Promoters have disassociated themselves in last 3 (three) years None of our Promoters have disassociated themselves from any of the companies, firms or other entities during the last three years preceding the date of the Draft Red Herring Prospectus. Negative Net Worth None of our Group Entities have negative net worth as on the date of the Draft Red Herring Prospectus. Business interest of Group Entities in our Company Except as disclosed under the Annexure - XVI under chapter titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus, none of our Group Entities/ associate companies have business interests in our Company. Other Confirmations 122

Further, our Group entities have confirmed that they have not been detained 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 currently pending against them. None of our Group entities has been (i) prohibited from accessing the capital market under any order or direction passed by SEBI or any other authority or (ii) refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad. Litigation For details relating to legal proceedings involving the Promoter and the Group Entities of our Promoter, please refer to the chapter titled ‘Outstanding Litigation and Material Developments’ beginning on page 152 of the Draft Red Herring Prospectus. Payment or Benefit to our Group Entities Except as stated in the section titled ‘Financial Information’ beginning on page 126 of the Draft Red Herring Prospectus, there has been no payment of benefits to our Group Companies during the two years prior to the filing of the Draft Red Herring Prospectus. Common Pursuits None of our Group Companies are in a similar line of business as our Company. .

123

CURRENCY OF PRESENTATION In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to the word “Lakh” or “Lac”, means “One hundred thousand” and the word “million” means “Ten Lacs” and the word “Crore” means “ten million” and the word “billion” means “One thousand million and the word “trillion” means “One thousand billion”. In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding off. Throughout the Draft Red Herring Prospectus, all the figures have been expressed in Lacs of Rupees, except when stated otherwise. All references to “Rupees” and “`” and “Rs.” in the Draft Red Herring Prospectus are to the legal currency of India.

124

DIVIDEND POLICY Under the Companies Act, our Company can pay dividends upon a recommendation by our Board of Directors and approval by a majority of the shareholders at the annual general meeting. The shareholders of our Company have the right to decrease not to increase the amount of dividend recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both. The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends. The declaration and payment of dividends will be recommended by our Board of Directors and approved by 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 position. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or financing arrangements we may enter into to finance our various projects and also the fund requirements for our projects. Our Company has not declared any dividend since incorporation.

125

SECTION VII – FINANCIAL INFORMATION AUDITORS’ REPORT AND FINANCIAL INFORMATION OF OUR COMPANY

Restated Financial Statements The Board of Directors, Ace Tours Worldwide Limited F-22-23-24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat. Subject: Financial Information of Ace Tours Worldwide Limited Dear Sir, We have examined the financial information of Ace Tours Worldwide Limited annexed to this report, initialed by us for identification, which has been prepared in accordance with the requirements of: Paragraph B, of Part II of Schedule II of the Companies Act, 1956 (the Act”), and the amendments thereof The Securities and Exchange Board of India (Issue of Capital & Disclosure Requirement Regulation) 2009 issued by the Securities and Exchange Board of India (“SEBI”) and amendments made thereto from time to time in pursuance of section 11 of the Securities and Exchange Board of India Act, 1992; and Our engagement with the Company requesting us to examine the financial information referred to above and proposed to be included in the offer document of the Company in connection with its Proposed Issue. In terms of Schedule VIII, Clause IX of the SEBI (ICDR) Regulations, 2009 and other provisions relating to accounts of the Ace Tours Worldwide Limited, we, M/s. Arvind A. Thakkar & Co., Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of the ICAI. Audit of the financial statements for the years ended 31st March 2011, 31st March 2010, 31st March 2009 and for the period ended on 31st March 2008 and for the seven month period ended October 31, 2011 has been conducted by Company’s Statutory Auditor, M/s. Rasesh Shah and Associates, Chartered Accountants. Further, financial statements for the year ended 31st, March 2011 and seven month period ended October 31, 2011 have been re-audited by us as required under the SEBI ICDR Regulations. This report, in so far as it relates to the amounts included for the financial years ended 31st March 2010, 31st March 2009 and period ended 31st March 2008 is based on the audited financial statements of the Company which were audited by the Statutory Auditor, M/s Rasesh Shah and Associates, Chartered Accountants and whose Auditors’ report has been relied upon by us for the said periods. Financial Information of the Company We have examined: The attached summary statement of Restated Assets & Liabilities of the Company as at March 31 2008, 2009, 2010, 2011 and October 31, 2011 as prepared by the company and approved by the Board of Directors. (Annexure - I). The accompanying summary statement of Restated Profits & Losses of the Company for the period ended March 31 2008, financial years ended 2009, 2010 and 2011 and seven month period ended

126

October 31, 2011 as prepared by the Company and approved by the Board of Directors. (Annexure – II) The accompanying summary statement of cash flow of the company for the period ended March 31 2008, financial year ended 2009, 2010, 2011 and seven month period ended October 31, 2011 as prepared by the Company and approved by the Board of Directors (Annexure – III) These statements reflect the Assets and Liabilities and Profit and Losses for each of the relevant years as extracted from the balance sheet and profit and loss account for those years. These financial statements for all the years have been approved by the Board of Directors of the Company and adopted by the members of the Company for the respective years. The Restated financial statements have been made after making such adjustments and regroupings and after incorporating material amounts and auditor’s qualification requiring adjustments as in our opinion are appropriate and are described fully in the Notes appearing in Annexure V and Annexure VI to this report. Based on our examination of these summary statements we confirm that the restated financial information has been made in accordance with the provisions of sub-clause (B) of clause (IX) of Part A of Schedule VIII of the SEBI ICDR Regulations, and after incorporating: Adjustments suggested in paragraph 9 of sub-clause (B) of clause (IX) of Part A of Schedule VIII of the SEBI ICDR Regulations, The prior period items which are required to be adjusted are properly stated. There are no extra-ordinary items that need to be disclosed separately in the accounts. The accounting policies applied for each of the period ended March 31 2008, years ended March 31 2009, 2010, 2011 and seven month period ended October 31, 2011 is materially consistent with the existing Accounting Standards (Annexure IV) except stated otherwise in Annexure-XX The Restated profits have been arrived at after charging all expenses including depreciation and after making such adjustments and regrouping as in our opinion are appropriate in the year to which they are related as described in restated Financial Statement. There was no qualification in the audit reports issued by the statutory auditors for the respective years which would require adjustment in these Restated Financial Statements Other Financial information We have also examined the following financial information relating to the Company prepared by the management and approved by the Board of Directors for the purpose of inclusion in the Offer Document: Statement of Other Income as appearing in Annexure VII to this report. Statement of Accounting & Other Ratios as appearing in Annexure VIII to this report. Statement of Capitalization of the company as appearing in Annexure IX to this report. Statement of Tax Shelters as appearing in Annexure X to this report. Statement of Secured Loans as appearing in Annexure XI to this report. Statement of Unsecured Loans as appearing in Annexure XII to this report. Statement of Sundry Debtors as appearing in Annexure XIII to this report. Statement of Loans and Advances as appearing in Annexure XIV to this report.

127

Statement of Contingent Liabilities & Capital Commitments as appearing in Annexure XV to this report. Statement of Related Party Transaction as appearing in Annexure XVI to this report. Statement of Dividend paid as appearing in Annexure XVII to this report Statement of Investments as appearing Annexure XVIII to this report. Details of Qualification in Auditors Report as Appearing in Annexure XIX to this report Details of Changes in significant Policies as Appearing in Annexure XX to this report In our opinion, the above financial information of the Company read with Significant Accounting Policies & Notes to Accounts attached in Annexure IV, V & VI to this report, after making adjustments and regrouping as considered appropriate has been prepared in accordance with Part II of the Schedule II of the Act and the SEBI (ICDR) Regulations issued by SEBI, as amended from time to time subject to and read with other notes. 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 other statutory auditor, nor should this report be construed as a new opinion on any of the financial statements referred therein. This report is intended solely for your information and for inclusion in the Offer document in connection with the issue of Equity shares of the Company and is not be used, referred to or distributed for any other purpose without our written consent. Thanking you For M/s. Arvind A. Thakkar & Co. Chartered Accountants ___________________ CA. Arvind A. Thakkar Proprietor M. No: 014334 Firm Regn. No. : 100571W Place

: Ahmedabad

Date

: March 2, 2012

128

Annexure-I Statement of Assets and Liabilities (As Restated) (` in Lacs) Particulars A. Fixed Assets Gross Fixed Assets Less : Accumulated Depreciation Net Fixed Assets Less:- Revaluation reserves Net Fixed Assets After Revaluation Reserves Capital Work in Progress Total Fixed Assets B. Investments C. Current Assets, Loans & Advances Sundry Debtors Cash and Bank Balances Loans and Advances Inventories Total (C) D. Liabilities & Provisions Secured Loans Unsecured Loans Deferred Tax Liability (Asset) Sundry Creditors Other Current Liabilities Provisions Total (D) E . Net Worth ( A + B+C-D ) F. Represented by Equity Share Capital Reserve & Surplus (Excl. Revaluation Reserves) Total Less : - Miscellaneous Expenditure not w/off G . Net Worth

31-Oct-11

31-Mar-11

As at 31-Mar-10

487.48 264.02 223.46 -

471.98 235.03 236.95 -

441.65 175.99 265.66 -

396.35 107.63 288.72 -

232.99 37.70 195.29 -

223.46 223.46 22.75

236.95 236.95 22.75

265.66 265.66 24.31

288.72 288.72 27.62

195.29 195.29 36.02

626.44 247.03 317.91 1,191.38

467.87 222.44 768.80 1,459.11

341.99 149.25 808.69 1,299.93

263.08 65.57 830.93 1,159.58

467.44 65.88 794.47 1,327.79

447.59 145.91 1.72 44.51 10.74 62.46 712.93 724.66

382.54 384.14 1.11 109.15 55.41 66.88 999.23 719.58

364.37 446.99 4.15 86.68 60.81 78.91 1,041.91 547.99

294.81 467.36 4.15 114.57 17.97 79.28 978.14 497.78

160.19 489.74 4.15 337.91 100.63 22.11 1,114.73 444.37

701.93

701.93

460.75

460.75

452.94

33.35 735.28

20.14 722.07

91.22 551.97

42.01 502.76

(2.34) 450.60

10.62 724.66

2.49 719.58

3.98 547.99

4.98 497.78

6.23 444.37

129

31-Mar-09

31-Mar-08

Annexure - II Summary Statement of Profit and Loss, As Restated (` Lacs)

Particulars Income Sales & Operating Incomes Commission / Discount / Incentives etc. Other Income Increase/(Decrease) in Inventory Total Income Expenditure Direct cost of Sales / Services Administrative and Other Expenses Selling and Distribution Expenses Total Operating Expenses PBDIT Interest and Other Financial Charges PBDT Less: Depreciation & Amortisation PBT Add / ( Less) : Provision for Tax Current Tax Fringe Benefit Tax Deferred Tax Liability Profit After Tax before restatement Restatement adjustment for Gratuity Tax adjustment due to Assessment Profit After Tax after restatement Balance brought forward from previous year Net Profit Available for Appropriation Appropriation Proposed Dividend on Equity Shares Tax on Dividend Transfer to General Reserves Capatilized during the year for Bonus Shares Balance carried forward as restated

For the For the Period Period ended For the year ended ended 31-Oct-11 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 1421.87

2,183.17

2,114.91

2,746.46

1,840.74

34.08 0.32 1,456.27

48.78 2.39 2,234.34

64.81 5.84 2,185.56

33.78 5.71 2,785.95

31.11 2.51 1,874.36

1272.61 87.25 1.57 1,361.43 94.84 44.74 50.10 28.99 21.11

1,891.89 147.65 11.48 2,051.02 183.32 63.63 119.69 59.04 60.65

1,849.62 156.70 17.69 2,024.01 161.55 42.64 118.91 68.36 50.55

2,290.59 243.40 29.79 2,563.78 222.17 59.38 162.79 69.93 92.86

1,634.40 133.73 19.83 1,787.96 86.40 31.77 54.63 37.69 16.94

5.99

9.50

0.61 14.51 1.30 13.21

(3.04) 54.19 1.86 52.33

50.55 1.34 49.21

13.05 79.81 1.89 33.56 44.36

5.87 11.07 2.04 11.37 (2.34)

20.14

91.22

42.01

(2.34)

-

33.35

143.55

91.22

42.01

(2.34)

-

-

-

-

91.22

42.01

(2.34)

33.35

130

123.41 20.14

Annexure – III Summary Statement of Cash Flow:

A

Particulars Cash Flow from Operating Activities Profit before tax Adjustments for Depreciation Amortisation Interest & Financial Charges Restatement Adjustment for Gratuity / Tax Operating Income before working capital changes Adjustments for: Decrease/(Increase) in Debtors Decrease/(Increase) in Loans & Advances Increase/(decrease) in Sundry Creditors Increase/(decrease) in Provisions Increase/(decrease) in Other Liabilities Cash Generated from Operations Direct Taxes (Net) Net Cash Flow from Operating Activities

B

C

Cash Flow from Investing Activities Purchase of Fixed Assets (Excluding Revaluation Reserves) Decrease /(Increase) in Investments (Increase) in Misc. Expenses Net Cash used from Investing Activities Cash Flow from Financing Activities - Share Capital (Excluding Bonus Issue) Change in the Borrowings - Long Term - Short Term Interest Paid Net Cash Flow from Financing Activities

(` in Lacs) 31-Oct-11 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08

21.11

60.65

50.55

92.86

16.94

28.99 44.74

59.04 1.49 63.63

68.36 1.00 42.64

69.93 1.25 59.38

37.69 31.77

(1.30)

(1.86)

(1.34)

(35.45)

(13.41)

93.54

182.95

161.21

187.97

72.99

(158.57)

(125.88)

(78.91)

204.36

(467.44)

450.89

39.89

22.24

(36.46)

(794.47)

(64.64)

22.47

(27.89)

(223.34)

337.91

(4.42)

(12.03)

(0.37)

57.16

26.26

(44.67)

(5.40)

42.84

(82.66)

100.63

272.13 5.99

102.00 9.50

119.12 -

107.03 13.05

(724.12) 5.87

266.14

92.50

119.12

93.98

(729.99)

(15.50)

(30.33)

(45.30)

(163.36)

(232.99)

(8.13)

1.56 -

3.31 -

8.40 -

(36.02) (6.23)

(23.63)

(28.77)

(41.99)

(154.96)

(275.24)

-

117.77

-

7.81

452.94

65.05 (238.23)

18.17 (62.85)

69.56 (20.37)

134.62 (22.38)

160.19 489.74

(44.74)

(63.63)

(42.64)

(59.38)

(31.77)

(217.92)

9.46

6.55

60.67

1,071.10

131

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) Cash & Cash Equivalents at Beginning of the Year Cash & Cash Equivalents at End of the Year Notes: a. b.

24.59

73.19

83.68

(0.31)

65.87

222.44

149.25

65.57

65.88

0.01

247.03

222.44

149.25

65.57

65.88

The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 'Cash Flow Statement'. Previous year's figures have been regrouped / rearranged /recasted wherever necessary to make them comparable with those of current year.

Annexure-IV SIGNIFICANT ACCOUNTING POLICIES (1) Accounting Policies: Significant accounting policies adopted in the preparation and the presentation of the accounts are stated as under. These accounting policies adopted by the company are as per standard accounting practices prescribed by the Institute of Chartered Accountants of India. Basis of Accounting : 1. Financial statements have been prepared on accrual basis following historical cost convention, in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956 except provision of gratuity Bonus and leave encashment which continued to be accounted for on cash basis. 2. Accounting policies not specifically referred to otherwise are consistent with generally accepted accounting principles followed by the Company. 3. All income and expenditure items & assets and liabilities having a material bearing on the financial statements are recognized on accrual basis. Fixed Assets : Fixed assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and other attributable cost for bringing the asset to working condition for its intended use. Depreciation: Depreciation is provided on Written down Value Method at the rates and in the manner prescribed by Schedule XIV of the Companies Act, 1956. Depreciation has been provided on pro-rata basis. Inventories: There is no closing stock. Forward Contracts: Any profit or loss arising on cancellation of renewal of forward contract is recognized as income or expense in the profit and loss account. Revenue recognition: Revenue on tour and travels is recognized when the services is about to be completed and no significant uncertainties exist about the final collection of payment. 132

Borrowing cost: Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. All other borrowing costs are recognized as expense in the year in which they are incurred. Accounting For Taxes on Income: Provision for taxation for the year comprises of current tax and deferred tax. •

Current tax is the amount of Income Tax ascertained on the basis of assessable profit computed in accordance with the provision of Income Tax Act, 1961.

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Annexure - V NOTES TO ACCOUNTS 1. Estimated ` Nil.

amount

of

contracts

remained

to

be

executed

on

capital

accounts

is

2.

Contingent liability in respect of bills discounted with bank is ` Nil.

3.

There is no employee who was in receipt of remuneration, which in aggregate was more than ` 24,00,000/- per annum if employed throughout the year and not less than ` 2,00,000/- per month if employed for part of the year.

4.

The company has not received balance confirmation at the end of Balance sheet date from Sundry creditors and Sundry debtors.

5.

The company has requested its suppliers to furnish the information whether they are registered under the provisions of The Micro, Small and Medium Enterprises Development Act, 2006. The company has not received any information in this regard. Hence, disclosure as required under Section 22 of the said Act could not be furnished.

6.

As the company's business activity falls within a single primary business segment viz. tours and travels, the disclosure requirements of Accounting Standard (AS on segment reporting issued by the Institute of Chartered Accountants of India are not applicable.

7.

Previous years’ figures have been regrouped and/or recast wherever necessary.

133

Annexure - VI NOTES TO ADJUSTMENTS IN RESTATED ACCOUNTS Employee benefits: Gratuity payable to employees in accordance with the provisions of The Payment of The Gratuity Act, 1972 is a defined benefit plan as per Accounting Standard (AS) – 15 “Employee Benefits” as per Actuarial valuation certificates. For the purpose of restatement, gratuity liability of ` 7.30 Lacs pertaining to all the periods/years have been adjusted against profits of respective years as under:

Particulars Gratuity liability

For the period / year ended 31st March (` Lacs) 31-Oct-11 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 1.30 1.86 1.34 1.89 2.04

Prior Period Items: For the purpose of restatement Prior period items including Taxes related to earlier years have been adjusted in the periods to which it relates. Accordingly earlier year taxes of ` 11.37 lacs has been adjusted for the year ended March 31, 2008 and ` 33.56 lacs is adjusted for the year ended March 31, 2009. Effect of material restatements (Reconciliation) For the period / year ended (`Lacs) 31-Mar-11 31-Mar-10 31-Mar-09 54.19 50.55 79.81 1.86 1.34 1.89 33.56 52.33 49.21 44.36

31-Mar-08 11.07 2.04 11.37 (2.34)

31-Oct-11 0

31-Mar-11 2.39

31-Mar-10 2.16

31-Mar-09 4.87

(` in Lacs) 31-Mar-08 2.36

3.57

Insurance Income

0.06

0.11

Dividend Income

0.00

0.07

0.01

0.77

0.14

2.39

5.84

5.71

2.51

Particulars Profit After Tax before restatement Restatement adjustment for Gratuity Tax adjustment due to Assessment Profit After Tax after restatement

31-Oct-11 14.51 1.30 13.21

Annexure – VII Statement of Other income Particulars Interest From Banks Exchange Rate difference

Profit from sale of Vehicle Other Income

0.26

Total

0.33

ANNEXURE- VIII Statement of Accounting and Other Ratios Particulars Net Profit as restated (` in Lacs)

31-Oct-11 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 13.21 134

52.33

49.21

44.36

(2.34)

Net Worth

724.66

719.58

547.99

497.78

444.37

Return on Net worth (%)

1.82%

7.27%

8.98%

8.91%

-0.53%

70,19,310

70,19,310

51,99,489

46,79,540

46,55,380

70,19,310

70,19,310

70,19,310

63,17,379

62,84,763

70,19,310

64,99,480

46,25,540

45,86,292

14,65,932

70,19,310

64,99,480

62,44,479

61,91,495

19,79,008

0.19

0.81

1.06

0.97

(0.16)

0.19 10.32

0.81 10.25

0.79 10.54

0.72 10.64

(0.12) 9.55

10.32

10.25

7.81

7.88

7.07

No of shares outstanding at the end of period/year (No) No of shares (considering bonus issue) outstanding at the end of period/year (No) (Face Value ` 10) Weighted No of Equity Shares outstanding at the end of the period/year Weighted No of Equity Shares (considering bonus issue) outstanding at the end of the period/year Earnings per Share Earnings per Share considering bonus issue Net Asset Value/Book Value per share Net Asset Value/Book Value per share (Considering Bonus Issue) Note:1.

Earnings per share (`) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year

2.

Return on Net worth (%) = Restated Profit after taxation / Net worth x 100

3.

Net asset value/Book value per share (`) = Net worth / No. of equity shares outstanding at the end of the year

4.

The Company does not have any revaluation reserves or extra-ordinary items.

135

Annexure – IX Capitalization Statement: Particulars

(` in Lacs) Post Issue

Pre Issue 31.10.2011 31.03.2011

Long term debt Debt : Secured Short term debt Long term debt

447.59

382.54 -

Unsecured Short term debt

145.91

384.14

Total Debt

593.50

766.68

Shareholders Funds Equity Share Capital Reserves and Surplus Less: Revaluation Reserves Less: Misc. Expenditure Share Application money Total Share holders Funds

701.93 33.35 10.62 724.66

701.93 20.14 2.49 719.58

0.82

1.07

Total Debt / Shareholders Fund

-

* Post issue calculations can be done only on the conclusion of the book building process. Annexure – X STATEMENT OF TAX SHELTER (` In Lacs)

Particulars Profit Before Tax Tax rate -- Normal Tax rate -- Minimum Alternative Tax rate Notional Tax at normal rates (A) Permanent differences Exempted exp. u/s 10 A of IT Act Other Adjustments Total (B) Timing Differences Depreciation as per Books Depreciation as per Income Tax Difference between tax depreciation and book

31-Oct-11 21.11

31-Mar11 60.65

As at 31-Mar10 50.55

31-Mar09 92.86

31-Mar08 16.94

30.90% 20.394%

30.90% 20.394%

30.90% 16.995%

30.90% 11.33%

30.90% 11.33%

6.52

18.74

15.62

28.69

5.23

-

-

-

-

0.14

-

-

-

-

0.14

28.99 30.94

59.04 65.11

68.36 78.30

69.93 81.61

37.69 36.47

1.95

6.07

9.94

11.68

(1.22)

136

depreciation Other adjustments (Disallowance)

(17.75)

46.09

6.04

3.36

Total (C)

1.95

23.82

(36.15)

5.64

(4.58)

Net Adjustments (B+C)

1.95

23.82

(36.15)

5.64

(4.44)

(0.60)

(7.36)

(11.17)

1.74

(1.37)

Total Taxation (E = A-D)

5.92

11.38

4.45

26.95

3.86

Tax payable as per MAT

4.31

12.37

8.59

10.52

1.92

Tax Expense recognised in Restated P&L

5.99

9.50

-

46.61

17.24

Tax Savings (D)

The statement of tax shelter has been prepared based on returns of income filed by the Company with the Income tax authorities, except for the seven months period ended October 31, 2011 and not based on restated profits as per Annexure I. The effect of assessment/appellate orders has not been considered for the above statement. Annexure – XI Statement of Secured Loans (` in Lacs) Particulars Term loan from Banks / Financial Institutions Working Capital / Cash Credit from Banks Others (Vehicle Loan and Loan against FD) Total

31-Oct-11

31-Mar-11

As at 31-Mar-10

-

-

-

-

-

428.14

379.66

355.48

251.82

111.24

19.45

2.88

8.89

42.99

48.95

447.59

382.54

364.37

294.81

160.19

31-Mar-09

31-Mar-08

Principle Terms and Conditions of Outstanding Secured Loans: (` in lacs) Name of the lender IDBI Bank Limited

Facility

Sanctioned Amount

Cash Credit

350.00

BG

30.00

Amount Outstanding as on 31.10.11

Rate of Interest

Repayment Schedule

Securities offered

354.14

12.75%

On Demand, Renewable every year

As given below

137

Primary – First Exclusive charge in the form of Hypothecation on all the current assets, movable and immovable assets of the company (present and future) Collateral – first exclusive charge in the form of equitable mortgage (registered) of the following collateral securities situated at : 1. F22-23-24, Jolly Arcade, Ghod Dod Road, Surat owned by Ace Tours Worldwide Pvt. Ltd. having market value of `200 lacs. th 2. Flat No. 1001, 10 floor, Pratishtha Complex, Block no. A, Lake View Lane, Piplod, Surat owned by Rekha A. Choksi having market value of ` 50 lacs. 3. Sagar Sankul, 304, Jahagirpura, Surat owned by Mrs. Mala Raju Choksi, having market value of `25 lacs. 4. Regent Corporation, 1101, Adajan, Surat owned by Nileshaben Choksi having market value of ` 35 lacs. 5. Insurance policies having surrender value of ` 10 lacs. Personal Guarantees of directors of the Company viz. Third party guarantee of Mrs. Suhagini Jayesh Choksi and Mrs. Mala Raju Choksi. Name of the lender ICICI Bank Limited Associate CoOp Bank Limited HDFC Bank HDFC Bank HDFC Bank HDFC Bank

Facility

Sanctioned Amount

Amount Outstanding as on 31.10.11

Rate of Interest

Overdraft

25.00

24.99

18.75%

On Demand, Renewable every year

49.01

11.50%

On Demand

Overdraft Vehicle Loans Innova Vehicle Loans – Tavera Vehicle Loans – Verna Vehicle Loans – Verna

Repayment Schedule

6.35

Monthly Repayment

5.05

Monthly Repayment

4.40

Monthly Repayment

3.64

Monthly Repayment

Annexure - XII Statement of Unsecured Loans:

Particulars From Directors/Shareholders and their relatives

. (` in Lacs) As at 31-Oct-11 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 4.78

0.31

-

0.06

0.68

0% Fully Convertible of face value of ` 400 Lacs to Bennet, Coleman & Co. Limited

0.00

288.27

400.00

400.00

400.00

From Companies/Entities under same management

1.12

-

-

-

-

From Banks / NBFCs

6.50

62.82

39.32

63.19

89.06

From Others

133.50

32.74

7.67

4.11

-

Total

145.91

384.14

446.99

467.36

489.74

138

Terms & Conditions of the Unsecured Loans outstanding as on October 31, 2011 Amount Rate of Name of the Lender Outstanding Interest Repayment Schedule From Banks / NBFCs Barclays Bank PLC 4.65 17.00% Monthly Instalments Indiabulls Financial Services Limited 0.71 20.00% Monthly Instalments Indiabulls Financial Services Limited 1.14 17.00% Monthly Instalments From Others Vashi Constructions Private Limited Morakhiya Sanjay (HUF) Ghenga D. Vanol Abhay Bardia BCCL Dhanlaxmi Lease Finance Limited

25.00 2.44 1.11 3.17 6.83 94.96

Nil 10.00% 18.00% 10.00% Nil Nil

Repayable on Demand Repayable on Demand Repayable on Demand Repayable on Demand Repayable on Demand Repayable on Demand

From Directors/Shareholders and their relatives Suhagini J. Choksi Anil J Choksi Mayank A. Choksi

0.26 1.06 3.46

Nil Nil Nil

Repayable on Demand Repayable on Demand Repayable on Demand

From Companies/Entities under same management Mayur Constructions

1.12

Nil

Repayable on Demand

. Annexure – XIII Statement of Sundry Debtors: (` in Lacs) Particulars 31-Oct-11

31-Mar-11

As at 31-Mar-10

31-Mar-09

31-Mar-08

56.54

-

-

-

261.62

Other Debts

569.90

467.87

341.99

263.08

205.82

Total

626.44

467.87

341.99

263.08

467.44

Outstanding for the period exceeding Six months

Annexure – XIV Statement of Loans & Advances, Sundry Deposits: (` in Lacs) Particulars 31-Oct-11 Advances recoverable in Cash or in Kind

31-Mar-11

As at 31-Mar-10

31-Mar-09

31-Mar-08

159.57

503.32

403.66

370.10

376.55

Loans to Directors

23.89

72.77

49.88

37.50

3.02

Loans to other related parties

39.88

114.06

212.30

307.53

343.98

Loan to Staff

15.82

13.99

3.43

2.14

2.53

139

Loan to Others

41.16

30.16

49.88

48.62

18.53

Advance Tax / TDS / MAT Credit

25.78

22.64

72.20

54.33

33.77

Sundry Deposits

11.81

11.86

17.34

10.71

16.09

317.91

768.80

808.69

830.93

794.47

Total Annexure – XV

Statement of Contingent Liabilities There are no contingent liabilities outstanding for the period covered by this report. Annexure – XVI Related party disclosure in accordance with AS - 18 The company has entered into following related party transactions during period/financial year ended March 31, 2008, 2009, 2010, 2011 and seven months period October 31, 2011. Such parties and transactions are identified as per accounting standard 18 issued by Institute of Chartered Accountants of India. List of Related Parties Rajubhai Choksi Bharat Choksi Jayesh Choksi Anil Choksi Mayank Choksi Nilesha Bharat Choksi Rekha Anil Choksi Suhagini Jayesh Choksi Mala Rajubhai Choksi Ace Holidays & Resorts Pvt. Ltd. Mayur Construction Co. Particulars

Relationship Promoter / Director Promoter / Director Director Director Director Director Director Relative Relative Associate Company Associate Firm 31.10.2011 31.03.2011

31.03.10

31.03.09

(` Lacs) 31.03.08

Remuneration Rajubhai Choksi Bharat Chiksi Jayesh Choksi Anil Choksi Mayank Choksi Nilesha Bharat Choksi Rekha Anil Choksi

2.50 2.50 1.50 1.50 1.40 0.00 0.00

3.00 3.00 3.00 3.00 2.40 0.00 0.00

3.00 3.00 3.00 3.00 2.40 2.04 2.04

7.20 7.20 7.20 7.20 6.00 2.04 2.04

5.85 5.85 5.85 5.85 5.40 0.00 0.00

Services provided to Ace Resorts & Infrastructure Private Limited

0.22

2.21

0.00

0.00

0.00

Unsecured Loan taken Rajubhai Choksi

0.00

0.00

0.00

0.00

1.99

140

Bharat Chiksi Jayesh Choksi Mayank Choksi Nilesha Bharat Choksi Rekha Anil Choksi Suhagini Jayesh Choksi Unsecured Loan repaid Rajubhai Choksi Bharat Chiksi Jayesh Choksi Mayank Choksi Nilesha Bharat Choksi Rekha Anil Choksi Suhagini Jayesh Choksi Unsecured Loan Given Ace Resorts & Infrastructure Private Limited Mayur Construction Co. Rajubhai Choksi Bharat Chiksi Jayesh Choksi Anil Choksi Ami Mayank Choksi Suhagini Jayesh Choksi Mala Rajubhai Choksi Mayank Choksi Meghana Anil Choksi Rekha Anil Choksi Nilesha Bharat Choksi Unsecured Loan repayment by related party Ace Resorts & Infrastructure Private Limited Mayur Construction Co. Rajubhai Choksi Bharat Choksi Jayesh Choksi Anil Choksi Ami Mayank Choksi Suhagini Jayesh Choksi Mala Rajubhai Choksi Mayank Choksi Meghana Anil Choksi Rekha Anil Choksi Nilesha Bharat Choksi Outstanding Unsecured Loan Given Directors Rajubhai Choksi

0.00 0.00 9.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

0.00 0.00 1.00 2.04 0.00

2.97 1.93 1.90 2.12 0.00

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 1.00 2.00 0.00

20.35 11.94 15.04 9.55 12.12 4.50

42.60 0.00 4.38 2.40 0.36 0.00 0.00 0.00 2.52 1.94 0.00 0.29 2.28

115.55 0.00 10.32 6.88 10.44 3.36 0.00 1.50 0.31 4.13 0.01 6.61 7.35

118.77 13.40 6.37 7.36 0.00 0.06 0.00 0.05 5.66 3.95 0.34 0.00 4.88

12.96 15.94 11.97 9.83 12.38 8.02 0.35 0.00 0.50 0.00 0.00 0.00 0.00

328.80 5.07 0.00 0.00 0.00 1.50 0.00 25.40 30.95 0.00 0.00 0.00 0.00

109.98 11.00 15.25 14.23 10.00 14.00 0.00 0.00 2.00 0.00 0.00 0.00 0.00

220.60 6.00 0.36 5.64 0.25 0.00 0.00 2.25 0.00 4.43 0.00 0.00 2.60

214.40 19.05 2.48 3.85 0.53 0.00 0.00 0.00 0.00 0.03 0.00 0.00 3.29

57.05 8.99 1.00 2.00 3.00 1.20 0.15 0.02 0.00 0.00 0.00 0.00 0.00

0.00 3.00 0.00 0.00 0.00 2.20 0.00 24.50 30.50 0.00 0.00 0.00 0.00

13.87

24.74

14.79

10.90

0.00

0.00 0.06

141

Bharat Choksi Jayesh Choksi Anil Choksi Mayank Choksi Nilesha Bharat Choksi

0.65 9.37 0.00 0.00 0.00

12.48 19.01 12.94 3.60 0.00

11.23 8.83 9.58 3.90 1.55

7.72 9.36 9.52 0.00 0.00

0.00 0.00 3.02 0.00 0.00

16.87 0.00

84.25 9.88

189.29 15.88

284.92 21.53

329.00 14.58

Relatives Ami Mayank Choksi Suhagini Jayesh Choksi Mala Rajubhai Choksi Rekha Anil Choksi Meghana Anil Choksi Nilesha Bharat Choksi

0.20 0.00 6.99 6.90 0.35 8.58

0.20 0.00 6.47 6.61 0.35 6.30

0.20 0.43 6.16 0.00 0.34 0.00

0.20 0.38 0.50 0.00 0.00 0.00

0.00 0.40 0.00 0.00 0.00 0.00

Unsecured Loan taken Rajubhai Choksi Bharat Choksi Jayesh Choksi Anil Choksi Mayank Choksi Nilesha Bharat Choksi Rekha Anil Choksi Suhagini Jayesh Choksi Mayur Construction Co.

0.00 0.00 0.00 1.06 3.46 0.00 0.00 0.26 1.12

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.31 0.00

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.02 0.04 0.00 0.00 0.00

0.07 0.11 0.03 0.00 0.02 0.00 0.45 0.00 0.00

Group Company / Firm Ace Resorts & Infrastructure Private Limited Mayur Construction Co.

Annexure –XVII Statement of Dividend paid: The Company has not declared/ paid any dividend since incorporation. Annexure - XVIII Schedule of Investments

31-Oct-11

31-Mar-11

31-Mar-10

31-Mar-09

(` In Lacs) As at 31-Mar-08

0.53 0.01

0.53 0.01

0.53 0.01

0.53 0.01

0.53 0.01

22.21 22.75

22.21 22.75

23.77 24.31

27.08 27.62

35.48 36.02

Particulars (a) Share Investment (i) Associates Co-op Bank (ii) Vikash Co-op Bank (b) Deposits (i) Fixed Deposit with Banks Total Investments Annexure – XIX

There were no qualifications in the Auditors’ report for the period / year ending on March 31, 2009, 2010, 2011 and seven months period ended October 31, 2011. Annexure – XX 142

2008,

Changes in the Significant Accounting Policies There have been no changes in the accounting policies for the period / year ending on March 31, 2008, 2009, 2010, 2011 and seven months period ended October 31, 2011.

143

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS You should read the following discussion of our financial condition and results of operations together with our restated consolidated financial statements included in this Draft Red Herring Prospectus. You should also read the section entitled “Risk Factors” beginning on page 15, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company on a consolidated basis, and, unless otherwise stated, is based on our restated consolidated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (“Fiscal Year”) are to the twelve-month period ended March 31 of that year. Business Overview We provide quality holidays with a range of services designed to meet the diverse holiday needs and interests of our clients families and corporate as well. We are primarily in the business of providing the following travel and leisure services to our clients: ¾ ¾ ¾ ¾ ¾

¾ ¾ ¾ ¾

International Tours o Individual Tours o Group Tours Domestic Tours o Individual Tours o Group Tours MICE (Meetings, Incentives, Conferences and Exhibitions) Cruises Other special planned trips o Honeymoon trips o School trips o Business / Conventional trips o Conference / Trade Fairs / Exhibitions Travel Bookings o Air tickets o Railway tickets Hotel bookings (worldwide) Rent-a-Car facility Visa Processing

We endeavour to provide the most suited holidays/trips to our clients, which are custom made to meet their requirements. As mentioned above we provide the entire gamut of activities associated with holidays like ticketing, local travel arrangement, hotel bookings etc under a single roof to our clients. Our continued services have won us many accolades such as recognition as an approved tour operator and for excellent co-operation and service by the Ministry of Tourism, Government of India. Significant developments subsequent to the last financial year: After the date of last financial year i.e. March 31, 2011, the Directors of our Company confirm that, there have not been any significant material developments. Discussion on Results of Operation: The following discussion on results of operations should be read in conjunction with the Audited Financial Results of the Company for the years ended 31st March, 2008, 2009, 2010 & 2011. Key factors affecting the results of operation:

144

Our Company’s future results of operations could be affected potentially by the following factors: Demand: Currently, the demand for our services and products is predominantly from packaged tour and air ticket booking customers. The prospects and earnings growth of the customers will have an impact on our ability to generate revenues. Competition: Selling prices of our services and products may be affected if competition intensifies. Further, as a result of increase in scale of operations, adoption of aggressive pricing strategies by our competitors in order to gain market share or new competitors entering the markets, may adversely affect our operations and financial results. Other factors include: c) Any delay in the recovery of outstanding receivables. d) Prevailing trends in the Tourism Industry in India and Globally. e) Company’s ability to successfully implement their marketing, business and growth strategies. f) Non – receipt of pending approvals for the proposed project. g) Changes in the regulations/regulatory framework/economic policies in India and/or in foreign countries. Discussion on Results of Operation: The following discussion on results of operations should be read in conjunction with the audited financial results of our Company for the years ended 31st March 2008, 2009, 2010 and 2011. OUR SIGNIFICANT ACCOUNTING POLICIES For Significant accounting policies please refer Significant Accounting Policies, “Annexure IV” under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus. RESULTS OF OUR OPERATION For the seven month ended October 31, 2011 Particulars

For the period ended 30.04.11

Income Sales & Operating Incomes Commission / Discount / Incentives etc. Other Income Total Income Expenditure Direct cost of Sales / Services Administrative and Other Expenses Selling and Distribution Expenses

(` Lacs) % to Operating Income

1,421.87 34.08 0.32 1,456.27

Total Operating Expenses PBDIT Interest and Other Financial Charges PBDT Less: Depreciation & Amortisation PBT Current Tax Deferred Tax Liability Profit After Tax before restatement Restatement adjustment for Gratuity 145

1,272.61 87.25 1.57

89.50% 6.14% 0.11%

1,361.43 94.84 44.74 50.10 28.99 21.11 5.99 0.61 14.51 1.30

95.75% 6.67% 3.15% 3.52% 2.04% 1.48% 0.42% 0.04% 1.02% 0.09%

Profit After Tax after restatement

13.21

0.93%

Income from operations The Income from operations for the seven months period ended October 31, 2011 is ` 1421.87 Lacs. This mainly includes income sale of Packaged Tours of ` 947.57 Lacs, Air Ticket Booking of ` 324.78 Lacs amongst others. Total Income The Total Income for the seven months period ended October 31, 2011 is ` 1456.27. Expenditure: Direct Cost of Sales and Services Direct Cost of Sales and Services was ` 1272.61 Lacs for the seven months period ended October 31, 2011. This mainly includes expenses on air ticket and hotel booking charges, international land arrangement charges, tour expenses, cruise booking charges, visa processing fees etc. The Direct Cost of Sales and Services cost was 89.50% of total sales for the seven months period ended October 31, 2011. Administrative and Other Expenses Administrative and other expenses were ` 87.25 Lacs for seven months period ended October 31, 2011. The Administrative and other expenses was 6.14% of income from operations. Selling and Distribution Expenses Selling and Distribution expenses were ` 1.57 Lacs for seven months period ended October 31, 2011. The selling and distribution expenses was 0.11% of income from operations. Profit before Depreciation, Interest and Tax (PBDIT) PBDIT for the period ended October 31, 2011 was ` 94.84 Lacs and our Company recorded PBDIT of 6.67% of the operating income. Interest & Financial Charges Interest & Financial Charges for the seven months period ended October 31, 2011 were ` 44.74 Lacs. During this period, the Interest & Financial Charges cost was 3.15% of income from operations. Depreciation Depreciation on fixed assets for seven months period ended October 31, 2011 was 2.04% of income from operations. The total depreciation for the seven months period ended October 31, 2011 was ` 28.99 Lacs. Profit after Tax and restatement adjustment (PAT) PAT for the seven months period ended October 31, 2011 stood at ` 13.21 Lacs. During this period, our Company recorded PAT margin of 0.93%. RESULTS OF OUR OPERATION (` Lacs) Particulars Income

31-Mar11

146

31-Mar-09 31-Mar-10

2,183.17 48.78 2,231.95 2.40% 2.39 2,234.34 2.23%

2,114.91 64.81 2,179.72 -21.60% 5.84 2,185.56 -21.55%

2,746.46 33.78 2,780.24 48.53% 5.71 2,785.95 48.63%

1,891.89 2.29% 84.76%

1,849.62 -19.25% 84.86%

2,290.59 40.15% 82.39%

147.65 -5.78% 6.62%

156.70 -35.62% 7.19%

243.40 82.01% 8.75%

Selling and Distribution Expenses Increase/Decrease (%) % to Income from Operations

11.48 -35.10% 0.51%

17.69 -40.62% 0.81%

29.79 50.23% 1.07%

Total Expenditure Increase/Decrease (%) % to Income from Operations

2,051.02 1.33% 91.89%

2,024.01 -21.05% 92.86%

2,563.78 43.39% 92.21%

PBIDT Increase/Decrease (%) % to Income from Operations

183.32 13.48% 8.21%

161.55 -27.29% 7.41%

222.17 157.14% 7.99%

Depreciation Increase/Decrease (%) % to Income from Operations

59.04 -13.63% 2.65%

68.36 -2.25% 3.14%

69.93 85.54% 2.52%

Profit Before Interest and Tax Increase/Decrease (%) % to Income from Operations

124.28 33.36% 5.57%

93.19 -38.79% 4.28%

152.24 212.54% 5.48%

Interest & Financial Charges Increase/Decrease (%) % to Income from Operations

63.63 49.23% 2.85%

42.64 -28.19% 1.96%

59.38 86.91% 2.14%

Profit before Taxation Increase/Decrease (%) % to Income from Operations

60.65 19.98% 2.72%

50.55 -45.56% 2.32%

92.86 448.17% 3.34%

Tax Effect Increase/Decrease (%) % to Income from Operations

6.46 0.29%

-100.00% 0.00%

13.05 122.32% 0.47%

Profit After Tax Effect of Restatement Restated Profit after Tax Increase/Decrease (%)

54.19 (1.86) 52.33 6.33%

50.55 (1.34) 49.21 10.94%

79.81 (35.45) 44.36 Not

Sales & Operating Incomes Commission / Discount / Incentives etc. Total Operating Income Increase/Decrease (%) Other Income Total Income Increase/Decrease (%) Expenditure Direct cost of Sales / Services Increase/Decrease (%) % to Income from Operations Administrative and Other Expenses Increase/Decrease (%) % to Income from Operations

147

% to Income from Operations

2.34%

2.26%

Meaningful 1.60%

Revenues: Our Revenues mainly consists of our International Packaged Tour Sales, Airline Ticketing, Hotel Booking, Domestic Package Sales, Cruise Booking, Sale of Travel Vouchers, Car Hire Sales, Commission Income (IATA), Visa/Passport Processing fees amongst others. Expenditure: Our Operating Expenditure mainly Air ticket booking charges, Hotel Booking Charges, Cruise payment, other expenditure relating to Transportation, Visa, Inland Arrangement expenses and other administrative expenses etc. Comparison of FY 2011with FY 2010: Income from operations The Income from operations for the FY 2011 is ` 2231.95 Lacs as compared to ` 2179.72 Lacs during the FY 2010 showing increase of 2.40%. This mainly includes income sale of Packaged Tours of ` 1351.60 Lacs and Air Ticket Booking of ` 589.73 Lacs for FY 2011 as against ` 1101.96 Lacs and ` 659.74 Lacs respectively for FY 2010. Total Income The Total Income for the FY 2011 is ` 2234.34 Lacs as compared to ` 2185.56 Lacs during the FY 2010 showing increase of 2.23%. Expenditure: Direct Cost of Sales and Services Direct Cost of Sales and Services increased from ` 1849.62 Lacs for the year ended March 31, 2010 to ` 1891.89 Lacs for FY 2011 showing an increase of 2.29%. This mainly includes increase in inland arrangement charges. The Direct Cost of Sales and Services cost was 84.06% of total sales during FY 2011 as against that of 84.86% during FY 2010. The increase is line with increase in revenues. Administrative and Other Expenses Administrative and other expenses decreased from ` 156.70 Lacs for FY 2010 to ` 147.65 Lacs for FY 2011 showing decrease of 5.78%. This decrease was mainly due to decrease in office expense, sstaff salaries, communication and other business expenses. During FY 2011, the Administrative and other expenses was 6.62% of income from operations as against 7.19% during FY 2010. Selling and Distribution Expenses Selling and Distribution expenses decreased from ` 17.69 Lacs for FY 2010 to ` 11.48 Lacs for FY 2011 showing decrease of 35.10%. This decrease was mainly due to decrease in commission paid and other business promotion expenses. During FY 2011, the selling and distribution expenses was 0.51% of income from operations as against 0.81% during FY 2010. Profit before Depreciation, Interest and Tax (PBDIT) PBDIT increased from ` 161.55 Lacs for FY 2010 to ` 183.32 Lacs for FY 2011, mainly on account of decrease in administrative and selling and distribution expenses. During FY 2011, our Company recorded PBDIT of 8.21% of the operating income as against 7.41% during FY 2010. Interest & Financial Charges 148

Interest & Financial Charges increased from ` 42.64 Lacs for FY 2010 to ` 63.63 Lacs for the FY 2011. This cost mainly includes interest on secured and unsecured loans and bank charges. During FY 2011, the Interest & Financial Charges cost was 2.85% of income from operations as against 1.96% during FY 2010. Depreciation Depreciation on fixed assets was 2.65% of income from operations during FY 2011 as compared to 3.14% during FY 2010. The total depreciation during FY 2010 was ` 68.36 Lacs and during FY 2011 it was ` 59.04 Lacs. This decrease was due addition to fixed assets in the second half of FY 2011, which were put to use for less than six months. Profit after Tax and restatement adjustment (PAT) PAT increased from ` 49.21 Lacs for the FY 2010 to ` 52.33 Lacs in FY 2011 showing a increase of 6.33%. This increase was due to the reasons as details above. During FY 2011, our Company recorded PAT margin of 2.34% as against 2.26% for FY 2010. Comparison of FY 2010with FY 2009: Income from operations The Income from operations for the FY 2010 is ` 2179.72 Lacs as compared to ` 2780.24 during the FY 2009 showing decrease of 21.60%. This was mainly due to decrease in Packaged Tour receipts from ` 2011.02 Lacs for FY 2009 to ` 1101.96 Lacs for FY 2010. There receipts from Hotel Bookings also decreased during the above period. Total Income The Total Income for the FY 2010 is ` 2185.56 Lacs as compared to ` 2785.95 Lacs during the FY 2009 showing decrease of 21.55%. Expenditure: Direct Cost of Sales and Services Direct Cost of Sales and Services decreased from ` 2290.59 Lacs for the year ended March 31, 2009 to ` 1849.62 Lacs for FY 2010 showing a increase of 19.25%. The decrease in direct cost is in line with decrease in revenues and operations. The Direct Cost of Sales and Services cost was 84.86% of total sales during FY 2010 as against that of 82.39% during FY 2009. Administrative and Other Expenses Administrative and other expenses decreased from ` 243.40 Lacs for FY 2009 to ` 156.70 Lacs for FY 2010 showing decrease of 35.62%. This decrease was mainly due to decrease in employee cost, travelling, Communication and other office expenses. During FY 2010, the Administrative and other expenses was 7.19% of income from operations as against 8.75% during FY 2009. Selling and Distribution Expenses Selling and Distribution expenses decreased from ` 29.79 Lacs for FY 2009 to ` 17.69 Lacs for FY 2010 showing decrease of 40.62%. This was mainly due to decrease in business promotion expenses. During FY 2010, the selling and distribution expenses was 0.81% of income from operations as against 1.07% during FY 2009. Profit before Depreciation, Interest and Tax (PBDIT)

149

PBDIT decreased from ` 222.17 Lacs for FY 2009 to ` 161.55 Lacs for FY 2010, mainly on account decrease in the revenues. During FY 2010, our Company recorded PBDIT of 7.41% of the operating income as against 7.99% during FY 2009. Interest & Financial Charges Interest & Financial Charges cost decreased from ` 59.38 Lacs for FY 2009 to ` 42.64 Lacs for the FY 2010. This cost mainly includes interest on secured and unsecured loans and bank charges and commissions. During FY 2010, the Interest & Financial Charges cost was 1.96% of income from operations as against 2.14% during FY 2009. Depreciation Depreciation on fixed assets was 3.14% of income from operations during FY 2010 as compared to 2.52% during FY 2009. The total depreciation during FY 2009 was ` 69.93 Lacs and during FY 2010 it was ` 68.36 Lacs. The gross block as at increased from ` 396.35 Lacs as at March 31, 2009 to ` 441.65 Lacs during FY 2010. Profit after Tax and restatement adjustment (PAT) PAT increased from ` 44.36 Lacs for the FY 2009 to ` 49.21 Lacs in FY 2010 showing a increase of 10.94%. The increase was mainly due to the reasons as detailed above. During FY 2010, our Company recorded PAT margin of 2.26% as against 1.60% for FY 2009. Related Party Transactions For further information please refer “Annexure XVI” beginning on page 140 under Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 126 of the Draft Red Herring Prospectus. Financial Market Risks We are exposed to financial market risks from changes in borrowing costs, interest rates and inflation. Interest Rate Risk We are currently exposed interest rate risks to the extent of outstanding loans. However, any rise in future borrowings may increase the risk. Effect of Inflation We are affected by inflation as it has an impact on the operating cost, staff costs, fuel cost etc. In line with changing inflation rates, we try to rework our margins so as to absorb the inflationary impact. FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS: •

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. •

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.

150

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 titled “Risk Factors” beginning on page 15Error! Bookmark not defined. in the Draft Red Herring 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. •

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 and prices quoted by service providers. •

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. •

Total turnover of each major industry segment in which the issuer company operated

Our Company operates in travel and tourism industry and our entire revenues are from this segment only. For details on the total turnover of the industry please refer to Chapter titled “Industry Overview” beginning on page 81 of the Draft Red Herring Prospectus. •

Status of any publicly announced new products or business segment.

Our Company is entering in to Hospitality Business by setting up Hotel and Service Apartments in Surat and Baroda and funds for the same will be raised out of the proceeds of this Public Issue. Our Company has not announced any new product and segment, other than through the Draft Red Herring Prospectus. •

The extent to which business is seasonal.

Our Company’s business catering to tourists is seasonal in nature. •

Any significant dependence on a single or few suppliers or customers.

We are not dependant significantly on single supplier or customers •

Competitive conditions

Competitive conditions are as described under the Chapters titled “Industry Overview” and “Business Overview” beginning on pages 81 and 87, respectively of the Draft Red Herring Prospectus.

151

SECTION VIII - LEGAL AND OTHER REGULATORY INFORMATION OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions or proceedings against our Company, our Directors, our Promoter and Entities Promoted by our Promoters before any judicial, quasi-judicial, arbitral or administrative tribunals or any disputes, tax liabilities, non payment of statutory dues, over dues to banks/ financial institutions, defaults against banks/ financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, defaults in creation of full security as per terms of issue/ other liabilities, proceedings initiated for economic/civil/ any other offences (including past cases where penalties may or may not have been imposed and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Directors, our Promoters and the Entities Promoted by our Promoters, except the following: Further, except as stated herein, there are no past cases in which penalties have been imposed on our Company, the Promoters, directors, Promoter Group companies and there is no outstanding litigation against any other company whose outcome could have a material adverse effect on the position of our Company. Neither our Company nor its Promoters, members of the Promoter Group, Subsidiaries, associates and Directors have been declared as wilful 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 five parts: a) b) c) d)

Litigation involving our Company Litigation involving our Directors and Promoters Litigation involving our Promoter Group Entities Penalties imposed in past cases for the last five years a. Our Company b. Our Directors and Promoters c. Our Promoter Group Entities e) Amounts owed to small scale undertakings (vi)

Litigation involving our Company

Our Company is not involved in any litigation. a)

Cases filed against our Company : (a) Notice u/s. 13(A) of the Consumer Protection Act, 1986 Mr. Sankarbhai K Vyas has filed consumer complaint against our Company vide application no. 100/2011 before the Consumer Disputes Redressal Forum, Vadodara. Mr. Mehul Vyas, nephew of the Complainant, had booked a Hongkong, Macau with cruise, 7 days GIT trip costing ` 144,000/- with our Company and paid 50% amount as an advance, i.e. ` 72,000 as per the booking terms of the tour. Mr. Mehul Vyas had later cancelled the tour as their passport had less than 6 months validity. However as per our Company’s tour cancellation policy, if cancellation is done during a period of 15 days to 06 days prior to the scheduled departure of tour then 75% of the tour cost will be charged as cancellation charges and accordingly our Company is demanding ` 36000 as balance of cancellation charges payable as per our cancellation policy. As per the Complaint filed. the complainant is demanding ` 72000 along with interest @18% from 10/09/2010 and compensation of ` 15,000 towards mental agony and physical harassment and ` 10000 towards cost of complaint. The next date of hearing is fixed as April 5, 2012. (b) Complaint no. 738/2009 by Dr. Rajan Girishkumar Shah in Surat District Redressal Forum 152

Dr. Rajan Girishkumar Shah and Surat Citizen’s Council Trust has filed a consumer case before the Hon’ble President and other Hon’ble members of the Surat District Redressal Forum on July 23, 2009 vide complaint no. 738/2009. Dr. Rajan had booked a Thailand Singapore with Malaysia tour costing ` 190,218/- with our Company and paid ` 1,31,998/. Dr. Rajan had later cancelled the tour as his wife was pregnant and doctor had advised complete rest for 3 months. Dr. Rajan Girishkumar Shah is demanding a refund of amount paid towards tour booking charges of ` 1,31,998 along with interest @12% p.a. from 31/03/2009, date of booking, till date of payment and compensation of ` 10,000 towards mental agony, harassment, hardship etc. and ` 2000 towards cost of complaint and any other relief as forum dim fit. The matter is pending before the Surat District Redressal Forum and the next date of hearing is fixed as March 3, 2012. (c) Complaint no 14/2011 by Shyamsunder Gopaldas Agarwal and Ms. Poonam Agarwal in District Consumer Dispute Redressal Forum, Jalna We were in receipt of notice dated February 02, 2011 from Consumer Disputes Redressal Forum, Jalna to be present on March 10, 2011 in the matter of Mr. Shyamsunder Gopaldas Agarwal and Ms. Poonam Agarwal (“The Complainants”). The Complainants had booked Air tickets through our Jalna franchisee and had alleged deficient services. The complainants are demanding ` 18,556 towards cost of the ticket and compensation of ` 20,000 towards mental agony, ` 20,000 towards hardship caused and ` 7,000 towards cost of complaint. The matter is pending before the Consumer Disputes Redressal Forum, Jalna. Our Company has paid a sum of ` 23,000 for out of court settlement for the matter and is awaiting the withdrawal order from the Consumer Disputes Redressal Forum, Jalna. (d) Notice u/s. 13 (1) (a) of the Consumer Protection Act, 1986 We were in receipt of notice dated February 09, 2011 from The Surat District Consumer Disputes Redressal Forum, Surat (“CDRF”) to be present on April 06, 2011 in the matter of Mr. Vinit Kundaliya (“The Complainant”). The Complainant had booked package for South East Asia covering Thailand, Malaysia & Singapore. The complainant is demanding ` 9,05,000 as compensation for deficiencies in services and cost of the tour which was cancelled and ` 3,000 towards notice fee. The matter is pending before the Consumer Disputes Redressal Forum, Surat and the next date of hearing is fixed as March 3, 2012. (e) Complaint no 232/09 by Karshanbhai Ravjibhai Patel in District Consumer Dispute Redressal Forum, Bhuj Mr. Karshanbhai Ravjibhai Patel and his 5 relatives had booked a 18 day tour of USA through Rajkot Branch of our office and had paid ` 1,50,000/- as advance. Later on Mr. Patel had cancelled the tour and had asked us for refund of advance money. However our Company has refused to pay the money as the same was an non-refundable advance payment. Mr. Patel had filed the complaint no. 232/09 with District Consumer Dispute Redressal Forum, Bhuj on August 26, 2009 demanding a refund of ` 1,41,000/- along with interest @ 9% p.a. and cost of complaint and any other relief as forum dim fit. The forum had allowed the complaint partially vide order dated January 27, 2011 and ordered us to pay a sum of ` 90,000/- and ` 2,000/- against mental harassment and ` 1,000/- for cost. Our Company has preferred an appeal against the above order in Consumer Dispute Redressal Commission, Gujarat State, Ahmedabad (CDRC). The CDRC has vide their oral order dated July 22, 2011 stayed the order of District Consumer Dispute Redressal Forum, Bhuj till next hearing date. The next date of hearing is fixed as March 19, 2012. (f) Notice u/s. 13(1) of the Consumer Protection Act, 1986 153

Mr. Vijay Gandhi has filed consumer complaint against M/s. Srilankan Airlines and our Company was made party to the same vide original application no. 172/2007 before the Consumer Disputes Redressal (Joint) Forum, Surat. Mr. Vijay Gandhi, had booked 9 tickets of Srilankan Airlines from Mumbai, India to Colombo, Srilanka through our Company for an urgent business meeting in Colombo, Srilanka. The flight did not go as per schedule and Mr. Vijay Gandhi could not attend the scheduled meeting in Srilanka with their client. Accordingly Mr. Gandhi is demanding `20,00,000/- towards loss of future business and `1,93,400 towards refund of air ticket charges as well as cost of litigation from Srilankan Airlines. The case was later on transferred to Consumer Disputes Redressal (Additional) Forum, Surat (CDRAF) by new case no. 414/2011 without any intimation to our Company. The Consumer Disputes Redressal (Additional) Forum, Surat passed an order on September 12, 2011 directing Srilankan Airlines and our Company to pay jointly or severally ` 1,93,400/towards refund of ticket and simple interest @ 9% p.a. from the date of complaint to the date of payment and ` 10,000 towards mental harassment and cost of complaint within 30 days from the date of this order. CDRAF has not acceded the demand of complainant to pay for ` 20,00,000/- towards loss of future business. Our Company filed a request letter on September 13, 2011 with CDRAF to stay the above order and grant fresh hearing to the above matter. CDRAF vide their letter dated September 14, 2011 granted a fresh hearing in the above matter. The next date of hearing is fixed as March 12, 2012. (g) Legal Notice u/s. 138 of the Negotiable Instruments Act, 1881 We are in receipt of a legal notice u/s. 138 of the Negotiable Instruments Act, 1881 dated June 13, 2010 from Mr. Hitesh L Gupta, Advocate on behalf of his client Sumukh Travel Consultant Limited, UK for the value of ` 2,06,137/- along with cost of ` 5000/-. Our company had availed services of Sumukh Travel Consultants Limited, UK for group tour, however the above amount was deducted due to deficiency in the services and hence payment of cheque was stopped. The matter is pending before Civil Court, Baroda and the next date of hearing is fixed as March 17, 2012. (h) Order u/s. 154 and notice u/s. 142(1) of the Income Tax Act, 1961 relating to the assessment year 2009-10 Ace Tours Worldwide Private Limited (“the Assessee”), is in receipt of an order u/s. 154 of the Income Tax Act, 1961 passed by Deputy Commissioner of Income Tax, Circle-1 (New), Surat in relation to the AY 2009-10 demanding a total tax and interest of ` 33,02,410/- vide order dated March 23, 2011. Further, we are in receipt of notice dated June 30, 2011 u/s 142 (1) of the Income Tax Act, 1961 issued by DCIT, Circle–1, Surat Asking the details for Asst. year 2009-10. Accordingly our representative M/s. Rasesh Shah & Associates, Chartered Accountants have furnished necessary documents and details on August 04, 2011 with them. There has been no further communication on the matter. (i) Notice u/s. 154 (3) of the Income Tax Act, 1961 relating to the assessment year 2006-07 Ace Tours & Information Centre (“the Assessee”), erstwhile partnership firm, is in receipt of an notice u/s. 154 (3) of the Income Tax Act, 1961 dated March 30, 2011 issued by Assistant Commissioner of Income Tax, Circle-7, Surat in relation to the assessment year 2006-07 proposing a rectification of income by addition of ` 30,200/- and ` 3,43,782/-. We have filed reply to above notice through our representative M/s. Rasesh Shah & Associates, Chartered Accountants vide their letter dated July 25, 2011. There has been no further communication on the matter. 154

(j) Show cause Notice u/s. 73 (1) of the Finance Act, 1994 relating to Service Tax Ace Tours & Information Centre (“the Assessee”), erstwhile partnership firm, is in receipt of a show cause notice u/s. 73 (1) of the Finance Act, 1994 dated March 17, 2006 issued by Joint Commissioner, Central Excise & Customs, Surat-1, calculating tax payable as ` 14,07,169 in relation to the period October 2000 to September 2005 and demanding a service tax of ` 12,04,706/- after adjusting a tax paid in returns of ` 2,02,463/-. The Assessee had preferred an appeal against the above show cause notice before the Office of the Commissioner (Appeals), Central Excise & Customs, Surat -1 (“the Commissioner Appeals”) and the same was rejected vide order in appeals No. RKA/06/SRTI/2010. The Assessee had further preferred an appeal against the above order before the Customs Excise & Service Tax Appellate Tribunal, West Zonal Bench, Ahmedabad (“the Tribunal”). The Tribunal has set aside the order passed by the Commissioner Appeals and remanded the matter back to the department for passing a detailed and well reasoned order. We are in receipt of a final order dated September 13, 2011 passed by the Commissioner (Appeals), Central Excise & Customs, Surat – I partially allowing the Assessee’s appeal and total tax payable is calculated at ` 6,48,453/-. The Assessee has already paid a tax of ` 4,99,709/- in the normal course and ` 4,50,000/- during the course of investigation. b) Cases filed by our Company: 1. Special Civil Summary Suit No. 19/2008 under order XXXVII of the Code of Civil Procedure 1908 Our Company has filed a summary suit no. 19/2008 dated before the Hon’ble 10th Additional Senior Civil Judge, Surat against M/s Sahjanand Medical Technologies Private Limited for the recovery of the amount of ` 28,34,806 in April 2008 including interest thereon for the nonpayment of dues related to conference of doctors at Dubai organized by our Company for M/s Sahjanand Medical Technologies Private Limited. The matter is pending and the next date of hearing is fixed as March 21, 2012. (vii)

Litigation involving our Promoters and Directors

Other than being party to cases involving our Company and Promoter Group Companies, there are no litigations pending against the Promoters and Directors of our Company. (viii)

Litigation involving Promoter Group Entities

Choksi Circuits Private Limited

1. Appeal of 2008 filed with the Debt Recovery Appellate Tribunal, Mumbai and Original Application No. 155 of 1995 with DRT Ahmedabad filed by Bank of Baroda Bank of Baroda had filed an Original Application No. 155 of 1995 with DRT Ahmedabad against Choksi Circuits Private Limited and its then Directors viz Mr. Jashwantlal Choksi, Mr. Raju J. Choksi, Mr. Bharat J. Choksi, Anil J. Choksi and Mr. Jayesh J. Choksi for the recovery of amount of ` 89,92,578.18/-along with interest. The said amount pertains to various facilities such as working capital term loan, cash credit, funded interest term loan and the letter of credit to Choksi Circuits Private Limited. The presiding officer vide Judgement dated July 15, 2008 partly allowed the outstanding amount in respect of cash credit aggregating ` 29,21,403.00 along with simple interest @6% per annum from December 19, 1995 and dismissed the remaining application of Bank of Baroda for other facilities. Bank of Baroda being aggrieved from the said judgement filed Appeal with the Debt Recovery Appellate Tribunal, Mumbai on August 28, 2008. The matter is pending with the Debt Recovery Appellate Tribunal, Mumbai. 155

All our promoters and directors had resigned from the directorship of Choksi Circuits Private Limited during FY 2001, however they are still parties to the litigations in their personal capacities.

2. M/s. Choksi Circuits Pvt. Ltd. (CCPL) had availed financial assistance by way of a Term Loans from Gujarat Industrial Investment Corporation Limited (GIIC) for their proposed project to be established in Gandhinagar. As per the terms and conditions of the sanction letter the said loans were guaranteed jointly and severally by the personal guarantees of Promoters of CCPL. GIIC had filed a recovery suit before the City Civil Court at Ahmedabad, bearing suit no. 5807 of 1995 dated October 18, 1995 against the Promoters and Guarantors of M/s. Choksi Circuits Pvt. Ltd. (CCPL), Mr. Jaswantbhai N Choksi (father of our Promoters now deceased), Mr. Anil J Choksi (brother of our Promoters) and Mr. Jayesh J Choksi, Mr. Bharat J Choksi & Mr. Rajubhai J Choksi (all three are Our Promoters), in relation to CCPL’s failure to repay Term loan principal amount of ` 81,42,709/- and Interest thereon of ` 63,72,067/- aggregating to ` 1,45,14,776/- outstanding as on August 31, 1995. GIIC has filed a suit for recovery of above said outstanding amount of ` 1,45,14,776/along with interest @ 18% p.a. from September 01, 1995 and other costs and expenses. The matter is pending before the City Civil Court at Ahmedabad. 3. Demand Notice u/s. 142 of the Customs Act, 1962 Choksi Circuits Private Limited (“CCPL”) was issued notice no. 02/Cex/GNR/01 dated December 27, 2004 by the Assistant Commissioner, Central Excise, Gandhinar demanding a total of ` 33,087/- towards duty and interest for wrong availment of cenvat credit on inputs. In this regards, name of CCPL also appears on the website of Central Board of Excise and Customs at the url http://www.cbec.gov.in/defaulters/zones-idx.htm under Ahmedabad zone. (ix)

Penalties imposed in past cases in the last five years

There are no penalties which have been levied on our Company, Promoters, Directors or Promoter Group in last five years. (x)

Amounts Owed to Small Scale Undertakings

The name of Small Scale Undertakings and Other Creditors to whom our Company owes a sum exceeding ` 1 Lac which is outstanding more than 30 days, as on March 31, 2011 is Nil. Material developments occurring after the last Balance Sheet Date There have been no material developments as regards litigation after the date of the last balance sheet, i.e. October 31, 2011. Adverse Events There has been no adverse event affecting the operations of our Company, occurring within one year prior to the date of filing of the Draft Red Herring Prospectus with SEBI.

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GOVERNMENT AND STATUTORY APPROVALS Except for pending approvals mentioned under this heading, our Company has received the necessary material consents, licenses, permissions and approvals from the Government/RBI and various Government agencies required for our present business. Further, except for pending approvals as detailed herein, our Company can undertake all our present activities in view of the present approvals and no further material approvals from any statutory body are required by our Company to undertake the present activities. Except as mentioned in this Section, we have not applied for any licenses/ approvals in relation to the Objects of the Issue. It must, however, be distinctly understood that in granting the above approvals, the Government and other authorities do not take any responsibility for the financial soundness of our Company or for the correctness of any of the statements or any commitments made or opinions expressed. (a) Approvals in relation to our Company’s Incorporation (a) Certificate of Incorporation dated July 13, 2007, bearing Corporate Identification number U63040GJ2007PTC051318 of 2007-08 issued in the name of Ace Tours Worldwide Private Limited by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli, Gujarat. (b) Fresh Certificate of Incorporation dated September 30, 2011, bearing Corporate Identification Number U63040GJ2007PLC051318, issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli, Gujarat, consequent upon change of name on conversion to public limited company to Ace Tours Worldwide Limited. (b) Approvals related to this Issue a)Our Board of Directors has, pursuant to a resolution passed at its meeting held on October 01, 2011, authorized the Issue subject to the approval by the shareholders of our Company under Section 81 (1A) of the Companies Act, such other authorities as may be necessary. b)The shareholders of our Company have approved this Issue under Section 81 (1A) of the Companies Act, 1956 vide a Special Resolution passed at our Company’s Extra Ordinary General Meeting held on October 18, 2011. c) Observation letter no. [•], dated [•], issued by SEBI. d)In-principle approval for listing from the Bombay Stock Exchange Limited dated [●]. e)In-principle approval for listing from The National Stock Exchange of India Limited dated [●]. (c) Tax related approvals (i)

Permanent Account Number (PAN) being AAGCA8835L granted by the Income Tax Department, GoI, to our Company.

(ii)

Tax Deduction Account Number (TAN) being SRTA03524D granted by the Income Tax Department, GoI, to our Company.

(iii)

Assistant Provident Fund Commissioner, Sub Regional office, Surat has on December 29, 2005 issued a certificate bearing code no. GJ/SRT/34428 for the applicability of the Employees Provident Funds & Miscellaneous Provisions Act 1952 and the Schemes framed thereunder.

(iv)

Deputy Director of the Employees Sate Insurance Corporation has on April 21, 2008 issued a certificate bearing code no. 39/35075/106 under the ESI Act, 1948 for Registration of Employees’ Factories/Establishments under section 2(12)/1(5) of the ESI Act, 1948 as amended.

(v)

Allotment of Service Tax Code Number AAGCA8835LST001, issued by Superintendent (ST, GIII) Central Excise & Customs, Surat-I, for providing services as Air Travel Agency, Tour

157

operator, Travel Agents (other than Air/ Rail Travel Agents), Cab operators, Transport by Cruise Ships and Rail Travel Agent. (vi)

Certificate of registration bearing number 5015389 issued by Surat Municipal Corporation, Surat, Gujarat for registration of our Company as an employer under sub-section (1) of section 5 of the Gujarat State Tax on Professions, Trades, Callings and Employment Act, 1975.

(vii)

Certificate of enrolment bearing number PEC03SW11788 issued by Surat Mahanagar Seva Sadan, Surat, Gujarat vide certificate dated May 12, 2009 for the enrollment of our Company under sub-section (2) of section 5 of the Gujarat State Tax on Professions, Trades, Callings and Employment Act, 1975.

(viii)

Certificate of Establishment bearing registration no. SWZ / ACE / ATHWA / 604310 dated February 7, 2012 issued by Surat Municipal Corporation under Bombay Shops and Establishments Act, 1948 for Surat Head office having validity up to December 31, 2014.

(ix)

Certificate of Establishment bearing registration no. PS011357 / Commercial II dated December 14, 2010 issued by Mumbai Municipal Corporation under Bombay Shops and Establishments Act, 1948 for Mumbai Branch office at Goregaon having validity up to December 31, 2011.

(x)

Certificate of Establishment bearing registration no. PII/EL/01/0003526 issued by Ahmedabad Municipal Corporation under Bombay Shops and Establishments Act, 1948 for Ahmedabad Branch office. (d) Business related approvals

(xi)

Certificate of accreditation numbered HO-14-3-56650 presented to our Company by International Air Transport Association (IATA) to promote and sell international air passenger transportation.

(xii)

Grant of recognition as Inbound Tour Operator vide letter no. 5.TT.II(13)/2005 dated December 11, 2008 issued by Regional Director of Tourism, Western and Central Region, India Tourism, Mumbai, Ministry of Tourism, Government of India for a period of 5 years with effect from August 24, 2008 to August 23, 2013.

(xiii)

Membership Certificate issued by Indian Association of Tour Operators, National body of Tour Operators recognizing our Company as ALLIED member, valid up to March 31, 2012.

(xiv)

Certificate of Active Membership No. GJ0756AC05 issued by Travel Agents Federation of India (TAFI), valid up to March 31, 2012. (e) Approvals related to Intellectual Property Certificate of registration issued on May 20, 2006 for trade mark of our logo issued by Government of India, Trade Marks Registry under Trade Marks Act, 1999 registered in Class 39 under No. 1309504, in respect of Transport, Travelling arrangements including organization of country and foreign tours, rental of cars, bus. (f) Approvals to be applied for the project

We shall apply for the following approvals, in due course of time for our proposed project: Sr. No. 1. 2. 3.

Approval/Consent to be applied for Land clearance approval for construction of Service Apartment at Surat Approval for building plan for construction of Service Apartment at Surat Grading certification for the service apartments to be built at Surat

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Authority Surat Municipal Corporation Building proposal Department, Surat Municipal Corporation Tourism Department, Government of India

FINANCIAL INDEBTEDNESS Secured Loans Principle Terms and Conditions of Outstanding Secured Loans: (` in lacs) Name of the lender

Facility

Sanctioned Amount

Amount Outstanding as on 31.10.11

Rate of Interest

Repayment Schedule

Securities offered

On Demand, As given below 354.14 12.75% Renewable every year 30.00 BG Primary – First Exclusive charge in the form of Hypothecation on all the current assets, movable and immovable assets of the company (present and future) IDBI Bank Limited

Cash Credit

350.00

Collateral – first exclusive charge in the form of equitable mortgage (registered) of the following collateral securities situated at : 1. F22-23-24, Jolly Arcade, Ghod Dod Road, Surat owned by Ace Tours Worldwide Pvt. Ltd. having market value of `200 lacs. 2. Flat No. 1001, 10th floor, Pratishtha Complex, Block no. A, Lake View Lane, Piplod, Surat owned by Rekha A. Choksi having market value of ` 50 lacs. 3. Sagar Sankul, 304, Jahagirpura, Surat owned by Mrs. Mala Raju Choksi, having market value of ` 25 lacs. 4. Regent Corporation, 1101, Adajan, Surat owned by Nileshaben Choksi having market value of ` 35 lacs. 5. Insurance policies having surrender value of ` 10 lacs. Personal Guarantees of directors of the Company viz. Third party guarantee of Mrs. Suhagini Jayesh Choksi and Mrs. Mala Raju Choksi.

Facility

Sanctioned Amount

Amount Outstanding as on 31.10.11

Rate of Interest

Repayment Schedule

Overdraft

25.00

24.99

18.75%

On Demand, Renewable every year

49.01

11.50%

On Demand

6.35

Monthly Repayment

5.05

Monthly Repayment

4.40

Monthly Repayment

3.64

Monthly Repayment

Name of the lender ICICI Bank Limited Associate Co-Op Bank Limited HDFC Bank HDFC Bank HDFC Bank HDFC Bank

Overdraft Vehicle Loans - Innova Vehicle Loans – Tavera Vehicle Loans – Verna Vehicle Loans – Verna

Unsecured Loans Terms & Conditions of the Unsecured Loans outstanding as on October 31, 2011 Amount Rate of Name of the Lender Outstanding Interest Repayment Schedule From Banks / NBFCs Barclays Bank PLC 4.65 17.00% Monthly Instalments 159

Indiabulls Financial Services Limited Indiabulls Financial Services Limited

0.71 1.14

20.00% 17.00%

Monthly Instalments Monthly Instalments

OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The Issue of Equity Shares has been authorized by the resolution of the Board of Directors at their meeting held on October 01, 2011. The shareholders have, by a special resolution passed pursuant to Section 81(1A) of the Companies Act, at the Extra Ordinary General Meeting of our Company held on October 18, 2011, approved the Issue. The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited have given in-principle approval for the Issue pursuant to letters dated [●] and [●] respectively, and BSE is the Designated Stock Exchange. Prohibition by SEBI Our Company, our Directors, our Promoters, the Promoter Group, Group Entities or the person (s) in control of our Company have not been debarred from accessing the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or the RBI or any other regulatory or governmental authority. The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India. The companies, with which any of the Promoters, Directors or persons in control of our Company are or were associated as promoters, directors or persons in control, have not been debarred from accessing the capital markets under any order or direction passed by SEBI or the RBI or any other regulatory or governmental authority. Further, none of our Directors are or were directors of any company whose shares were (a) suspended from trading by Stock Exchange(s) for more than 3 months during the five years prior to the date of filing the Draft Red Herring Prospectus or (b) delisted from the stock exchanges. None of the Directors are associated in any manner with any entities, which are engaged in securities market related business and are registered with the SEBI for the same. Our Company, our Directors, our Promoters and the relatives of the Promoters (as defined under the Companies Act) and our Group Entities have not been identified as wilful defaulters by RBI or any other government authorities. Our Promoters and the Group Entities of our Promoters have further confirmed that there are no violations of securities laws committed by them in the past or currently pending against them. Eligibility for the Issue Our Company is an unlisted company not complying with the conditions specified in Regulation 26(1) of the SEBI ICDR Regulations and is, therefore, required to meet the conditions detailed in Regulation 26(2) of the SEBI ICDR Regulations. Our Company is eligible for the Issue in accordance with the Regulation 26(2) of the SEBI ICDR Regulations, which states as follows: (2) “An issuer not satisfying any of the conditions stipulated in sub-regulation (1) may make an initial public offer if: (a) (i) the issue is made through the book building process and the issuer undertakes to allot at least fifty per cent of the net offer to public to qualified institutional buyers and to refund full subscription monies if it fails to make allotment to the qualified institutional buyers;

160

OR (ii) at least fifteen per cent of the cost of the project is contributed by scheduled commercial banks or public financial institutions, of which not less than ten per cent shall come from the appraisers and the issuer undertakes to allot at least ten per cent of the net offer to public to qualified institutional buyers and to refund full subscription monies if it fails to make the allotment to the qualified institutional buyers; AND (b) (i) the minimum post-issue face value capital of the issuer is ten crore rupees; OR (b) (i) the minimum post-issue face value capital of the issuer is ten crore rupees; OR (ii) the issuer undertakes to provide market-making for at least two years from the date of listing of the specified securities, subject to the following: (A) the market makers offer buy and sell quotes for a minimum depth of three hundred specified securities and ensure that the bid-ask spread for their quotes does not, at any time, exceed ten per cent; (B) the inventory of the market makers, as on the date of allotment of the specified securities, shall be at least five per cent of the proposed issue.” We are an unlisted company not complying with the conditions specified in the Regulations 26(1) SEBI ICDR Regulations and are therefore required to meet both the conditions detailed in Clause (a) and Clause (b) of Regulation 26(2) of the SEBI ICDR Regulations. 1. We will comply with Regulation 26(2) (a) (i) of the SEBI ICDR Regulations and at least 50% of the Issue is proposed to be Allotted to QIBs and in the event we fail to do so, the full subscription monies shall be refunded to the Bidders. 2. We will comply with Regulation 43(2) of the SEBI ICDR Regulations and Non-Institutional Bidders and Retail Individual Bidders shall be allocated 15% and 35% of the Issue respectively. 3. We will also complying with Regulation 26(b)(i) of the SEBI ICDR Regulations and the post-issue face value capital of the Company shall be more than the minimum requirement of ` 10 Crore (` 1,000 lacs). Further, in accordance with regulation 26(4) of the SEBI ICDR Regulations, we shall ensure that the number of Allotees, i.e., persons to whom the Equity Shares will be allotted under the Issue shall be not less than 1,000; otherwise, the entire application money will be refunded forthwith. 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. Hence, we are eligible for the Issue under Regulation 26(2) of the SEBI ICDR Regulations. Disclaimer Clauses SEBI DISCLAIMER CLAUSE AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN 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 THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED 161

HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, CORPORATE STRATEGIC ALLIANZ PRIVATE LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS FOR THE TIME BEING IN FORCE. 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 THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGER, CORPORATE STRATEGIC ALLIANZ LIMITED, ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE 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 20th March 2012 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS: 1.

WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, CIVIL CASES, INTELLECTUAL PROPERTY DISPUTES, DISPUTE WITH COLLABORATORS, CRIMINAL CASES, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE;

2.

ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, 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 AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT: A.

THE DRAFT RED HERRING PROSPECTUS FILED WITH SEBI 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 SEBI, 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 SECURITIES EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) 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 SEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4.

WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. - NOTED FOR COMPLIANCE.

5.

WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF THE PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTER’S CONTRIBUTION SUBJECT TO LOCK-IN, SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. 162

6.

WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.

7.

WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 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) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. - NOTED FOR COMPLIANCE.

8.

WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY 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 DRAFT RED HERRING PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE COMPANY SPECIFICALLY CONTAINS THIS CONDITION – NOTED FOR COMPLIANCE.

10.

WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE - 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 COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY; AND (B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO TIME.

13.

WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTIsem*nT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

163

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 OF THE COMPANY, 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.

16.

THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND 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 BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.

17.

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. The filing of the Red Herring Prospectus does not, however, absolve our Company from any liabilities under Section 63 or Section 68 of the Companies Act or from the requirement of obtaining such statutory and/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 Book Running Lead Manager, any irregularities or lapses in the Red Herring Prospectus. All legal requirements pertaining to this Issue will be complied with at the time of filing of the Red Herring Prospectus with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad, in terms of Section 56, Section 60 and Section 60(B) of the Companies Act. Note: All legal requirements pertaining to the Issue will be complied with at the time of filing of the Draft Red Herring Prospectus with the Registrar of Companies, Gujarat, Ahmedabad, in terms of section 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, Ahmedabad, in terms of sections 56, 60 and 60B of the Companies Act. Disclaimer from the Issuer and the Book Running Lead Manager Our Company and the BRLM accept no responsibility for statements made otherwise than in the Draft Red Herring Prospectus or in the advertisem*nt or any other material issued by or at the instance of our Company and anyone placing reliance on any other source of information, including our Company’s website www.ace1world.com would be doing so at his or her own risk. The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement entered into between the BRLM with our Company and the Underwriting Agreement to be entered into between the Underwriters and our Company. All information shall be made available by our Company and the BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports, at bidding centers or elsewhere.

164

Each of the BRLM and their respective associates and affiliates may engage in transactions with, and perform services for, our Company, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in future engage, in investment banking transactions with our Company, affiliates or associates or third parties, for which they have received, and may in future receive, compensation. Neither our Company, nor its Directors and officers, nor any member of the Syndicate are liable for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Caution Bidders will be required to confirm and will be deemed to have represented to our Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. Our Company, the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares in the Issue. 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.

165

S r. N o .

1 .

2 . 3 .

Annexure A DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY CORPORATE STRATEGIC ALLIANZ LIMITED TABLE 1 Bench Closing Issue Issu Is Listin Ope Clos % Benc Clos Ben Clos Price as chm ing Nam e su g ning ing Cha mark hmar ing on 10th Pric ark Pric e Size e Date Pric Pric nge Index k on Rs. Pr e on e on in Calendar Index e as Inde e as x as on (Cr.) ic Listi Listi Pric Listing Day from as on on 20th on 30th e ng ng e on Date Listing 10th th (R Dat Dat listin (Closi Day Cale Cale 20 Cale ng) s.) e e g ndar ndar Cale ndar date (BSE) Day Day ndar Day (Clo from from Day from sing Listin Listi from Listi vs. g ng Listi ng Issu Day Day ng Day e (Clos Day Pric ing) (Clo e) sing ) Indo Thai Secu rities Ltd. Rush il Deco r Ltd. Timb or Hom e Ltd.

Ben chm ark Inde x as on 30th Cale ndar Day from Listi ng Day (Clo sing )

29.6

74

Nov 02, 2011

75

23

(68. 91)

17465

16.95

1719 3

12.1 5

160 65

11.3 7

168 47

40.6 4

72

July 07, 2011

81.2 5

119. 65

66.2 5

19078

136.5

1856 2

130. 7

184 32

107. 7

173 06

23.2 4

63

June 22, 2011

72

91.2

44.7 6

18420

61.70

1798 6

42.9 0

182 41

42.0 5

187 27

Note: Disclosures to be given for three financial years (current financial year and two financial years preceeding the current financial year) TABLE 2: SUMMARY STATEMENT OF DISCLOSURE Finan Tot Tota Nos. of IPO Nos. of IPO cial al l trading at trading at Year No. Fun discount on premium on of ds listing date listing date IP Rais Os ed Rs. (Cr.) Le Ov Betw Ov Betw een er ss een er tha 50 2550 2550% % n 50% % 25 % 2010- 3 93.4 1 NIL NI 1 1 2011 8 L 2009- NIL NIL NI NIL NI NI NIL 2010 L L L 2008- NIL NIL NI NIL NI NI NIL 2009 L L L 166

Nos. of IPO trading at discount as on 30th calendar day from listing date

Le ss tha n 25 % NI L NI L NI L

Ov er 50 %

Betwe en 2550%

1

1

NIL

NIL

NIL

NIL

Le ss tha n 25 % NI L NI L NI L

Nos. of IPO trading at premium as on 30th calendar day from listing date

Ov er 50 %

Betw een 2550%

NI L NI L NI L

1 NIL NIL

Le ss tha n 25 % NI L NI L NI L

Note: Disclosures have to be given for three financial years (current financial year and two financial years, preceeding the current financial year) : 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 not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised 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), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, public financial institutions as specified in Section 4A of the Companies Act, VCFs, state industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with minimum corpus of ` 2,500 lacs, pension funds with minimum corpus of ` 2,500 lacs and the National Investment Fund, and permitted non-residents including FIIs, Eligible NRIs, QFIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, provided that they are eligible under all applicable laws and regulations to hold Equity Shares of the Company the Draft Red Herring Prospectus does not, however, constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer 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) in Surat 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 has been filed with SEBI for its observations and SEBI shall give its observations in due course. Accordingly, the Equity Shares represented hereby 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 nor any sale hereunder shall, under any circ*mstances, 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. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each Bidder where required agrees that such Bidder will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. Disclaimer Clause of the Bombay Stock Exchange Limited [●]

As required, a copy of the Draft Red Herring Prospectus shall be submitted to BSE. The Disclaimer Clause as intimated by BSE to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing.

Disclaimer Clause of the National Stock Exchange of India Limited As required, a copy of the Draft Red Herring Prospectus shall be submitted to NSE. The Disclaimer Clause as intimated by NSE to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing. 167

Disclaimer Clause of the IPO Grading Agency [●] Filing A copy of the Draft Red Herring Prospectus has been filed with the Western Regional Office of SEBI at Unit No: 002, Ground Floor, SAKAR I, Near Gandhigram Railway Station, Opp. Nehru Bridge, Ashram Road, Ahmedabad - 380 009. A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered to the RoC for registration at least 3 (three) days before the Bid / Issue Opening Date at the address mentioned below. Registrar of Companies Gujarat, Dadra and Nagar Haveli RoC Bhavan, Opposite Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380 013, Gujarat Listing The Equity Shares issued through the Draft Red Herring Prospectus are proposed to be listed on BSE and NSE. In-principle approval for listing of the Equity Shares of our Company from BSE and NSE have been received vide their letters dated [●] and [●] respectively. Bombay Stock Exchange will be the Designated Stock Exchange with which the basis of allotment will be finalized. If the permissions to deal in and for an official quotation of the Equity Shares is not granted by BSE, our Company will 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 our Company becomes liable to repay it then our Company and every Director of our Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% p.a. on application money, as prescribed under Section 73 of the Companies Act. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at BSE mentioned above are taken within 12 Working Days of the Bid/Issue Closing Date. Impersonation Attention of the Bidders 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.” Consents We have obtained consents in writing of our Directors, our Company Secretary and Compliance Officer, the Book Running Lead Manager, the lenders to our Company, the legal counsel to the Issue, the Bankers to our Company, the Registrar to the Issue. Further, the Auditors has provided their 168

consent to act as an expert in the form provided by the ICAI under the Institute of Chartered Accountant's Guidance Note on Reports in Company Prospectuses. We will obtain consents in writing of the IPO Grading Agency, the Syndicate Member(s), Refund Bank(s) and the Banker(s) to the Issue / Escrow Collection Bank(s) to act in their respective capacities. These consents will be filed along with a copy of the Red Herring Prospectus with the RoC as required under Sections 60 and 60B of the Companies Act. In accordance with the Companies Act and the SEBI Regulations, M/s. Arvind A. Thakkar & Co., Chartered Accountants, independent peer review certified auditors have agreed to provide his written consent for inclusion of their name, report on financial statements in the Draft Red Herring Prospectus in the form and context in which they appear in the Draft Red Herring Prospectus. In accordance with the Companies Act and the SEBI Regulations, M/s. Rasesh Shah and Associates, Chartered Accountants, statutory auditors have agreed to provide his written consent for inclusion of their name and report relating to the possible general and special tax benefits, as applicable, accruing to our Company and its shareholders, in the Draft Red Herring Prospectus in the form and context in which they appear in the Draft Red Herring Prospectus. Further, such consent and report will not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus for registration with the RoC. [●], the IPO Grading Agency, will give its written consent for inclusion of their report in the form and context in which it will appear in the Red Herring Prospectus and such consent and report will not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus for registration with the RoC.. Expert Opinion Except for the report which will be provided by [●], the IPO Grading Agency (a copy of which will be annexed to the Red Herring Prospectus), furnishing the rationale for its grading of this Issue, pursuant to the SEBI Regulations and auditor's reports on the restated financial statements and statement of tax benefits (a copy of which report and statement of tax benefits has been included in the Draft Red Herring Prospectus), we have not obtained any other expert opinions. Issue Related Expenses The total expenses of the Issue are estimated to be approximately ` [●] lacs. The expenses of the Issue include, among others, underwriting and management fees, SCSB’s commission/ fees, selling commission, printing and distribution expenses, legal fees, statutory advertisem*nt expenses and listing fees. The estimated issue expenses are as under: (`in lacs)

Sr. No.

Description

1 2

Lead merchant bankers fees Underwriting and Selling Commission (including commission to SCSBs for ASBA applications) Processing fee to the SCSBs for processing Bid cum Application Forms procured by members of the Syndicate and submitted to SCSBs under the Syndicate ASBA process# Registrars to the Issue fees Bankers to the Issue fees Others: Printing and stationery expenses Listing fees Advertising and marketing expenses IPO grading fees

3

4 5 6

169

Estimated expense*

% of Issue Expenses*

[●] [●]

[●] [●]

% of Issue Size* [●] [●]

[●]

[●]

[●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

Sr. No.

Description

Estimated expense*

% of Issue Expenses*

% of Issue Size*

Others Total estimated Issue Expenses [●] [●] [●] *will be incorporated after finalisation of the Issue Price, # SCSBs would be entitled to a processing fee in the range of ` [●] to ` [●] for processing per valid Bid cum Application Form collected by the Syndicate Members at the Specified Cities and submitted to the SCSBs. Details of Fees Payable Fees Payable to the Book Running Lead Manager The total fees payable to the Book Running Lead Manager will be as per the Memorandum of Understanding dated 27th March 2012 [●], 2011executed between our Company and Corporate Strategic Allianz Limited, the copy of which is available for inspection at our Registered Office. Fees Payable to the Registrar to the Issue The fees payable to the Registrar to the Issue will be as per the Agreement signed by our Company and the Registrar to the Issue dated September 2nd , 2011, a copy of which is available for inspection at our Registered Office. IPO Grading The Issue has been graded by [●], as [●], indicating [●] fundamentals. The rationale/description furnished by the IPO grading agency will be updated at the time of filing the Red Herring Prospectus with the RoC and will be made available for inspection at our Registered Office from 10 a.m. to 4 p.m. on working days during the Bid/Issue Period. Fees Payable to Others The total fees payable to the Legal Advisor, Auditor, Credit Rating Agency and Advertiser, etc. will be as per the terms of their respective engagement letters. Underwriting Commission, Brokerage and Selling Commission on Previous Issues The underwriting commission and selling commission for this Issue is as set out in the Syndicate Agreement to be entered into between our Company and the Book Running Lead Manager. The underwriting commission shall be paid as set out in the Underwriting Agreement to be entered into based on the Issue Price and amount underwritten in the manner mentioned in the Prospectus. Payment of underwriting commission, brokerage and selling commission would be in accordance with applicable laws. Previous Rights and Public Issues during the Last Five Years We have not made any previous rights and/or public issues during the last five years, and are an “Unlisted Issuer” in terms of the SEBI ICDR Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI ICDR Regulations. Previous Issues of Shares otherwise than for Cash Except as stated in the chapter titled “Capital Structure” on page 45 of the Draft Red Herring Prospectus, our Company has not issued any Equity Shares for consideration otherwise than for cash. Commission and Brokerage on Previous Issues Since this is the initial public offer of the Equity Shares by our Company, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure 170

subscription for any of our Equity Shares since our inception. Particulars in regard to our Company and other listed companies under the same management within the meaning of Section 370 (1B) of the Companies Act which made any capital issue during the last three years: As on the date of filing the Draft Red Herring Prospectus none of the equity shares of our Group Entities are listed on any recognized stock exchange. Promise versus performance for our Company Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations, and this Issue is an “Initial Public Offering” in terms of the SEBI ICDR Regulations. Therefore, data regarding promise versus performance is not applicable to us. Outstanding debentures, bonds, redeemable preference shares and other instruments issued by our Company As on the date of filing the Draft Red Herring Prospectus with SEBI, our Company has no outstanding debentures, bonds or redeemable preference shares. Option to Subscribe Equity Shares being offered through the Draft Red Herring Prospectus can be applied for in dematerialized form only. Stock Market Data for our Equity Shares Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations, and this Issue is an “Initial Public Offering” in terms of the SEBI ICDR Regulations. Thus there is no stock market data available for the Equity Shares of our Company. Mechanism for Redressal of Investor Grievances The Memorandum of Understanding between the Registrar and us will provide for retention of records with the Registrar for a period of at least one year from the last date of dispatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to this Issue may be addressed to the Registrar with a copy to the Company Secretary and Compliance Officer, giving full details such as the name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the application was submitted. All grievances relating to the ASBA process may be addressed to the 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 or the collection centre of the SCSB where the Bid-cum-Application Form was submitted by the ASBA Bidders. Disposal of Investor Grievances by our Company Our Company or the Registrar to the Issue or the SCSB in case of ASBA Bidders shall redress routine investor grievances. We estimate that the average time required by us or the Registrar to this Issue for the redressal of routine investor grievances will be 12 Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. We have constituted the Shareholders/ Investors Grievance Committee of the Board vide resolution passed at the Board Meeting held on September 20, 2011. For further details, please refer to the chapter titled “Our Management” beginning on page number 99 of the Draft Red Herring Prospectus. 171

Our Company has appointed Ankit Shukla as the Company Secretary and Compliance Officer and he may be contacted at the following address: Ace Tours Worldwide Limited F-22-23-24, Jolly Arcade, Ghod Dod Road, Surat – 395007, Gujarat, India Tel No: + 91 261 265 6667 Fax No: + 91 261 265 6851 Email: [emailprotected] Website: www.ace1world.com Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. Changes in Auditors during the last three financial years There has not been any change in the statutory auditors of our Company since the last three years. Capitalisation of Reserves or Profits Save and except as stated in the chapter titled “Capital Structure” beginning on page number 45 of the Draft Red Herring Prospectus, our Company has not capitalized its reserves or profits at any time since inception. Revaluation of assets Our Company has not revalued its assets since incorporation.

172

SECTION IX – ISSUE RELATED INFORMATION TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, SEBI ICDR Regulations, our Memorandum and Articles of Association, the Equity Listing Agreements, the terms of the Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, Bid-cumApplication Form, ASBA 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. Ranking of Equity Shares The Equity Shares being issued in the Issue shall be subject to the provisions of the Companies Act and the Memorandum and Articles of Association and shall rank pari-passu with the existing Equity Shares of our Company including rights in respect of dividend. The Allottees in receipt of Allotment of Equity Shares under this Issue will be entitled to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to the section titled “Main Provisions of Articles of Association” beginning on page number 223 of the Draft Red Herring Prospectus. Mode of Payment of Dividend We shall pay dividend, if declared, to our Shareholders as per the provisions of the Companies Act and our Articles of Association. Face Value and Issue Price per Share The face value of the Equity Shares is ` 10 each and the Issue Price is ` [●] per Equity Share. The Price Band and the minimum Bid lot size for the Issue will be decided by our Company in consultation with the Book Running Lead Manager and advertised at least two Working Days prior to the Bid / Issue Opening Date, in two national daily newspapers (one each in English and in Hindi) of wide circulation, and one regional (Gujarati) daily newspaper, of wide circulation, where the Registered Office of our Company is situated. At any given point of time there shall be only one denomination for the Equity Shares. Compliance with SEBI ICDR Regulations Our Company shall comply with all requirements of the SEBI ICDR Regulations. Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. 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: 1. 2. 3. 4. 5.

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 subject to any statutory and preferential claim being satisfied; 173

6. Right of free transferability subject to applicable law, including any RBI rules and regulations; and 7. 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 of our Company. For a detailed description of the main provisions of the Articles of Association relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, please refer to the section titled “Main Provisions of Articles of Association” beginning on page number 223 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, the trading of 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 Share to the successful Bidders subject to a minimum Allotment of [●] Equity Shares. Jurisdiction Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint – tenants with benefits of survivorship. 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 Allotted, 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: 1. to register himself or herself as the holder of the Equity Shares; or 2. 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 174

depository participant of the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective depository participant. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the offer through the offer document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days, after our Company becomes liable to pay the amount, our Company shall pay interest as prescribed under Section 73 of the Companies Act. If the number of allottees in the proposed Issue is less than 1,000 allottees, we shall forthwith refund the entire subscription amount received. Further, if at least 50% of the Issue is not Allotted to QIBs, the entire application money shall be refunded forthwith. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Bid / Issue Program: Bidding / Issue Period: BID / ISSUE OPENS ON [●] BID / ISSUE CLOSES ON (QIB BIDDERS)* [●] BID / ISSUE CLOSES ON (EXCEPT QIB [●] BIDDERS) *Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue period being for a minimum of three Working Days. Bids and any revision in Bids shall be accepted only between 10 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid / Issue Period as mentioned above at the Bidding Centres mentioned on the Bid cum Application Form or in case of Bids submitted through ASBA Form, the Designated Branches or the Syndicate/Sub-syndicate members (at ASBA Bidding Locations) except that on the Bid / Issue Closing Date (which for the QIBs may be a day prior to that of the other Bidders), the Bids shall be accepted only between 10 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded till (i) 4.00 p.m. in case of Bids by QIBs, (ii) until 4.00 p.m. in case of Bids by Non Institutional Bidders, and (iii) until 5.00 p.m. in case of Bids by Retail Individual Bidders, which may be extended up to such time as deemed fit by the Stock Exchanges after taking into account the total number of applications received up to the closure of timings and reported by Book Running Lead Manager to the Stock Exchanges within half an hour of such closure. 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. Application by Eligible NRIs, FIIs registered with SEBI, VCFs registered with SEBI and QFIs It is to be understood that there is no reservation for Eligible NRIs or FIIs registered with SEBI or VCFs or QFIs. Such Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation. As per the extant policy of the Government of India, OCBs cannot participate in this Issue. The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FIIs and foreign venture capital investors registered with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other investment 175

restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the Government of India/RBI while granting such approvals. Restrictions, if any on Transfer and Transmission of Equity Shares Except for lock-in of the pre-Issue Equity Shares and Promoters’ minimum contribution in the Issue as detailed in the chapter “Capital Structure” beginning on page number 45 of the Draft Red Herring Prospectus, and except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of shares and on their consolidation / splitting except as provided in the Articles of Association. For details please refer to the section titled “Main Provisions of the Articles of Association” beginning on page number 223 of the Draft Red Herring Prospectus. Option to receive Equity Shares in Dematerialized Form Investors should note that Allotment of Equity Shares to all successful Bidders will only be in the dematerialized form. Bidders will not have the option of getting Allotment of the Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges. The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead Manager are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

176

ISSUE STRUCTURE Public Issue of 81,00,000 Equity Shares of face value of ` 10 each for cash at a price of ` [●] per Equity Share (including share premium of ` [●] per Equity Share) aggregating to ` [●] lacs, (hereinafter referred to as the “Issue”). The Issue will constitute 52.88% of the fully diluted total post issue paid-up equity share capital of our Company. The Issue is being made through the Book Building Process: Particulars Number of Equity Shares*

QIBs At least 40,50,000 Equity Shares

Percentage of Issue Size available for allocation

At least 50% of the Issue being Allotted to QIBs. However, up to 5% of the QIB Portion will be available for allocation proportionately to Mutual Funds only. Mutual Funds participating in the Mutual Fund Portion will also be eligible for allocation in the remaining QIB Portion. Proportionate as follows: (a) 2,02,500 Equity Shares shall be allocated on a proportionate basis to Mutual Funds only; and (b) 38,47,500 Equity Shares shall be allotted on a proportionate basis to all QIBs including Mutual Funds receiving allocation as per (a) above. Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000 and in multiples of [●] Equity Shares thereafter.

Basis of Allotment/Allocation if respective category is oversubscribed

Minimum Bid

Maximum Bid

Mode of Allotment Bid Lot Allotment Lot Trading Lot Who can apply**

Such number of Equity Shares not exceeding the Issue, subject to applicable limits. Compulsorily in dematerialized mode. [●] Equity Shares and in multiples of [●] Equity Shares thereafter. [●] Equity Shares and in multiples of one Equity Share thereafter. One Equity Share. Public financial institutions, as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, foreign institutional investor and sub-accounts registered with SEBI (other than

Non Institutional Bidders Not less than 12,15,000 Equity Shares available for Allocation or Issue less allocation to QIB Bidders and Retail Individual Bidders. Not less than 15% of the Issue or the Issue less allocation to QIB Bidders and Retail Individual Bidders.

Retail Individual Bidders Not less than 28,35,000 Equity Shares available for allocation or Issue less allocation to QIB Bidders and Non-Institutional Bidders. Not less than 35% of the Issue or Issue less allocation to QIB Bidders and Non-Institutional Bidders.

Proportionate.

Proportionate.

Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000 and in multiples of [●] Equity Shares thereafter. Such number of Equity Shares not exceeding the Issue, subject to applicable limits. Compulsorily in dematerialized mode. [●] Equity Shares and in multiples of [●] Equity Shares thereafter. [●] Equity Shares and in multiples of one Equity Share thereafter. One Equity Share. Resident Indian individuals, eligible NRIs, HUF (applying through their Karta), minors (applying through their natural guardian), companies, corporate bodies, scientific institution,

[●] Equity Shares.

177

Such number of Equity Shares, whereby the Bid Amount does not exceed ` 2,00,000. Compulsorily in dematerialized mode. [●] Equity Shares and in multiples of [●] Equity Shares thereafter. [●] Equity Shares and in multiples of one Equity Share thereafter. One Equity Share. Resident Indian individuals (including HUF, applying through their Karta) and eligible NRIs and QFIs who are individuals applying for Equity Shares such that the Bid Amount does not exceed ` 2 Lacs

Particulars

Terms of payment

QIBs Non Institutional Bidders Retail Individual Bidders trust, sub- in vlaue. subaccounts being foreign societies, corporate or foreign accounts of FIIs registered individuals), multilateral and with SEBI, which are corporates or bilateral development foreign financial institutions, venture foreign individuals, QFIs. 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 ` 2,500 Lacs and pension funds with minimum corpus of ` 2,500 Lacs, National Investment Fund set up by the GoI published in the Gazette of India, in accordance with applicable law, insurance funds set up and managed by Army, Navy or Air Force of the Union of India and insurance funds set up and managed by the Department of Posts, India. Full Bid Amount shall be payable at the time of submission of Bid-cum-Application Form. In case of ASBA Bidders, the SCSBs shall be authorized to block such funds in the bank account of the Bidder that are specified in the ASBA Bid-cum-Application Form.

*Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with Rule 19(2)(b)(i) of the SCRR, as amended and under sub-regulation (2) of Regulation 26 of the SEBI ICDR Regulations, where the Issue will be made through the Book Building Process wherein at least 50% of the Issue will be Allotted on a proportionate basis to QIBs. 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. However, if the aggregate demand from Mutual Funds is less than 2,02,500 Equity Shares, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. Further, not less than 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any category, except in the QIB category, would be met with spill-over from other categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange. **In case the Bid-cum-Application Form/ASBA 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. Withdrawal of the Issue In accordance with the SEBI ICDR Regulations, our Company, in consultation with Book Running Lead Manager, reserve the right not to proceed with this Issue at any time after the Bid / Issue Opening Date, but before our Board meeting for Allotment, without assigning reasons thereof. However, if our Company withdraws the Issue after the Bid / Issue Closing Date, we will give reason 178

thereof within two days by way of a public notice which shall be published in the same newspapers where the pre-Issue advertisem*nts were published. Further, the Stock Exchanges shall be informed promptly in this regard and 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 date of receipt of such notification. If Issue is withdrawn after the Bid / Issue Closing Date and a fresh public offering is intended, a fresh offer document will be filed with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If our Company withdraws the Issue and thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh Draft Red Herring Prospectus with SEBI. Bid/ Issue Programme BID / ISSUE OPENS ON [●] BID / ISSUE CLOSES ON (QIB BIDDERS) * [●] BID / ISSUE CLOSES ON (EXCEPT QIB [●] BIDDERS) *Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue period being for a minimum of three Working Days. Bids and any revision in Bids shall be accepted only between 10 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid / Issue Period as mentioned above at the Bidding Centres mentioned on the Bid cum Application Form or in case of Bids submitted through ASBA Form, the Designated Branches or the Syndicate/Sub-syndicate members (at ASBA Bidding Locations) except that on the Bid / Issue Closing Date (which for the QIBs may be a day prior to that of the other Bidders), the Bids shall be accepted only between 10 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded till (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non Institutional Bidders, and (iii) until 5.00 p.m. (Indian Standard Time) in case of Bids by Retail Individual Bidders, which may be extended up to such time as deemed fit by the Stock Exchanges after taking into account the total number of applications received up to the closure of timings and reported by Book Running Lead Manager to the Stock Exchanges within half an hour of such closure. Due to limitation of the time available for uploading the Bids on the Bid / Issue Closing Date, the Bidders are advised to submit their Bids one Working Day prior to the Bid / Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian Standard Time) on the Bid / Issue Closing Date. Bidders are requested to note that due to clustering of last day applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids not uploaded in the book would be rejected. If such Bids are not uploaded, our Company, Book Running Lead Manager, Syndicate Members, Subsyndicate members and the SCSBs will not be responsible. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded by the SCSBs in the electronic system to be provided by the NSE and the BSE. On the Bid / Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of timings for acceptance of Bid cum Application Forms and ASBA Form as stated herein and reported by the Book Running Lead Manager to the Stock Exchanges within half an hour of such closure. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Our Company in consultation with the Book Running Lead Manager reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI ICDR Regulations, provided that the Cap Price is 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 Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least two Working Days before the Bid / Issue Opening Date.

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In case of revision of the Price Band, the Bid / Issue Period will be extended for a minimum of three additional working days, subject to the total Bid / Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid / Issue, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release and also by indicating the changes on the websites of the Book Running Lead Manager and at the terminals of the Syndicate.

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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 at least 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. Nonretail 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. 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. 181

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. 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-cum182

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: Category

Colour Of Bid-CumApplication 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 183

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, cooperative 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 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 184

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 subaccounts, 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. 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. 185

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.

1.

2. 3.

4.

5. 6.

7. 8.

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. 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. 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. 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. 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). KYC: DP will ensure the KYC of QFI as per SEBI KYC norms. 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). Pricing: As per SEBI guidelines. 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 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.

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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 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 187

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 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 Bidcum-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 188

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. 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 189

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.

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 advertisem*nt 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 190

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 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.

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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 Bidcum-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. 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-cumApplication 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; 192

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-cumApplication 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 in case the DP ID, Client ID and the PAN mentioned in their Bid-cum-Application Form/ASBA Bidcum-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 Bidcum-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 Bidcum-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-cumApplication 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-cumApplication 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/ subsyndicate 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 193

5. 6. 7. 8. 9.

10. 11. 12. 13.

relation to ABSA Bidders in any other mode other than blocked amounts in the bank accounts maintained by SCSBs; 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; Do not provide your GIR number instead of your PAN number as the Bid is liable to be rejected on this ground; Do not Bid at Cut-Off price (for QIBs and Non-Institutional Bidders); Do not Bid for a Bid Amount exceeding ` 2,00,000 (for Bids by Retail Individual Bidders); 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; Do not Bid if you are prohibited from doing so under the law of your local jurisdiction; Do not submit more than five (5) ASBA Bid-cum-Application Forms per bank account for the Issue; Do not submit the Bid without payment of the entire Bid Amount; 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

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;

194

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 advertisem*nt, 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 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-cumApplication 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-cumApplication 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-cumApplication 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 181 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 195

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 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 196

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 Cutoff 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 ` [●]. 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. 197

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 Bidcum-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 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-cumApplication 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 Bidcum-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 198

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 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. 2.

In case of Resident Retail Bidders: “[●]” 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. 199

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. 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-cumApplication 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: 200

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. 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 Bidcum-Application Form or a Bid-cum-Application Form. Submission of a second ASBA Bid-cumApplication 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 201

would be rejected. SEBI had issued a circular directing that with effect from July 2, 2007, PAN would be the sole identifiable number for 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 Bidcum-Application Form or has systems to ensure that electronic ASBA Bid-cumApplication 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 202

Bid/Issue Period 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.

2. 3. 4. 5. 6. 7. 8.

Name of the Bidder(s): Bidders should ensure that the name given in the Bid-cumApplication 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; Investor Category such as Individual, Corporate, NRI, etc.; Numbers of Equity Shares Bid for; Bid price and price option; Bid-cum-Application Form number; DP ID Number and Client Identification Number of the Demat Account of the Bidder; PAN; and 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: 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

Name of the Bidder(s); Application Number; PAN (of First Bidder if more than one Bidder); Investor Category and Sub-Category; Employee/shareholder (if reservation); Demat ID and client identification number; Beneficiary Account Number; Quantity; Price; Bank Account Number; Cheque Amount; and Cheque 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.

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 203

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-cumApplication 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 Bidcum-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 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 Cut204

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. At least 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. 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 2,02,500 Equity Shares, the balance Equity Shares available for allocation in 205

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 advertisem*nts 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. 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

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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 Advertisem*nt Subject to Section 66 of the Companies Act, our Company shall, after registering the Red Herring Prospectus with the RoC, publish a pre-Issue advertisem*nt, 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. Advertisem*nt regarding Issue Price and Prospectus A statutory advertisem*nt will be issued by our Company after the filing of the Prospectus with the RoC. This advertisem*nt, in addition to the information that has to be set out in the statutory advertisem*nt, 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 advertisem*nt. 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 of Non-Institutional Bidders and Retail Individual Bidders who Bid, our Company has a 208

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: 1.

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;

2.

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;

3.

Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended;

4.

Application on plain paper;

5.

PAN not mentioned in the Bid-cum-Application Form;

6.

GIR number furnished instead of PAN;

7.

Bids for lower number of Equity Shares than specified for that category of investors;

8.

Bids at a price less than the Floor Price;

9.

Bids at a price more than the Cap Price;

10.

Signature of sole and/or joint Bidders missing;

11.

Submission of more than five ASBA Bid-cum-Application Forms per bank account;

12.

Bids at Cut-off Price by Non-Institutional and QIB Bidders;

13.

Bids for number of Equity Shares which are not in multiples of [●];

14.

Category not indicated;

15.

Multiple Bids as defined in the Draft Red Herring Prospectus;

16.

In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted;

17.

Bids accompanied by Stock invest/money order/postal order/cash;

18.

Bid-cum-Application Forms does not have the stamp of the Book Running Lead Manager or Syndicate Member or the SCSB;

19.

Bid-cum-Application Forms does not have the Bidder‘s depository account details; 209

20.

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 advertisem*nt and the Draft Red Herring Prospectus and as per the instructions in the Draft Red Herring Prospectus and the Bid cum Application Forms;

21.

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;

22.

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;

23.

Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

24.

Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Bank(s);

25.

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;

26.

Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;

27.

Bids not uploaded on the terminals of the Stock Exchanges; and

28.

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 28,35,000 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 28,35,000 Equity Shares at or above the Issue Price, the allotment shall be made on a proportionate basis of not less than [●] Equity Shares. 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 NonInstitutional Bidders will be made at the Issue Price.

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2. The Issue Size less allotment to QIBs and Retail Portion shall be available for allotment to NonInstitutional 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 12,15,000 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 12,15,000 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: 2. 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 not be less than 40,50,000 Equity Shares. 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.

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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. 1. 2.

3. 4.

Particulars

Issue details

Issue size Allocation to QIB (50%) Of which: a. Allocation to MF (5%) b. Balance for all QIBs including MFs No. of QIB applicants No. of shares applied for

20,000 Lacs Equity Shares 10,000 Lacs Equity Shares 500 Lacs Equity Shares 9,500 Lacs Equity Shares 10 50,000 Lacs Equity Shares

2. Details of QIB Bids Sr. No. 1 2 3 4 5 6

No. of Equity Shares bid for (` in Lacs) 5,000 2,000 13,000 5,000 5,000 4,000

Type of QIB Bidders A1 A2 A3 A4 A5 MF1

212

Sr. No. 7 8 9 10

No. of Equity Shares bid for (` in Lacs) Type of QIB Bidders MF2 4,000 MF3 8,000 MF4 2,000 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 Type of QIB Bidders

Equity Shares bid for

(I)

(II)

Allocation of 350 Lacs Equity Shares to MF proportionately (please see note 2 below) (III)

A1 A2 A3 A4 A5 MF1 MF2 MF3 MF4 MF5

500 200 1,300 500 500 400 400 800 200 200 5,000

0 0 0 0 0 70 70 140 35 35 350

(Number of Equity Shares in Lacs) Allocation of balance 6,650 Aggregate Lacs Equity Shares to QIBs allocation to proportionately (please see MFs note 4 below) (IV) (V) 665 266 1,729 665 665 532 532 1,064 266 266 6,650

0 0 0 0 0 602 602 1,204 301 301 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: 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 213

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 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 Bidcum-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-cumApplication Form and entered into the electronic Bidding system of the Stock Exchanges by the 214

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-CUMAPPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID-CUMAPPLICATION 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 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. 215

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. 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 preIssue 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 36 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:

216

“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. 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.

217

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-cumApplication 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 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. 218

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-cumApplication 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, 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; 219

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 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 advertisem*nts 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; 220

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.

221

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated primarily by the FEMA and the policy prescribed by the Department of Industrial Policy and Promotion, Government of India through circular 2 of 2011 with effect from October 1, 2011 (“FDI Policy”). While the FDI Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the FDI Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The Government bodies responsible for granting foreign investment approvals are FIPB and the RBI. The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The FDI Policy consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force and effect as on October 1, 2011. The Government proposes to update the consolidated circular on FDI policy once every six months and therefore, the FDI Policy will be valid until the DIPP issues an updated circular (expected on March 31, 2012). Subscription by foreign investors (NRIs/FIIs) FIIs are permitted to subscribe to shares of an Indian company in a public offer without the prior approval of the RBI, so long as the price of the equity shares to be issued is not less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (ii) the non-resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/ RBI. As per the existing policy of the Government of India, OCBs cannot participate in this Issue. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. Our Company and 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 Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

222

SECTION X- MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY The Authorized capital of our Company is ` 16,00,00,000 divided into 1,60,00,000 Equity shares of ` 10/- each. CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

Title of Article Increase of capital by the Company how carried into effect

New Capital same as existing capital

Non Voting Shares

Redeemable Preference Shares

Article Number and contents 4.The Company may in General Meeting from time to time by Ordinary Resolution increase its capital by creation of new Shares which may be unclassified and may be classified at the time of issue in one or more classes and of such amount or amounts as may be deemed expedient. The new Shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe and in particular, such Shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a right of voting at General Meeting of the Company in conformity with Section 87 and 88 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article the Directors shall comply with the provisions of Section 97 of the Act. 5. 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 existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. 6. The Board shall have the power to issue a part of authorised capital by way of non-voting Shares at price(s) premia, dividends, eligibility, volume, quantum, proportion and other terms and conditions as they deem fit, subject however to provisions of law, rules, regulations, notifications and enforceable guidelines for the time being in force. 7. Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue preference shares which are or at the option of the Company, liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption.

Voting rights of preference shares

8. The holder of Preference Shares shall have a right to vote only on Resolutions, which directly affect the rights attached to his Preference Shares.

Provisions to apply on issue of Redeemable Preference Shares

9.On the issue of redeemable preference shares under the provisions of Article 7 hereof , the following provisions-shall take effect: (a) No such Shares shall be redeemed except out of profits of which would otherwise be available for dividend or out of proceeds of a fresh issue of shares made for the purpose of the redemption; (b) No such Shares shall be redeemed unless they are fully paid; (c) 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 security premium account, before the Shares are redeemed; (d) Where any such Shares are redeemed otherwise then 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 223

Title of Article

Reduction of capital

Purchase of own Shares Sub-division consolidation and cancellation of Shares

Article Number and contents 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 as if the Capital Redemption Reserve Account were paid-up share capital of the Company; and (e) Subject to the provisions of Section 80 of the Act, the redemption of preference shares hereunder may be effected in accordance with the terms and conditions of their issue and in the absence of any specific terms and conditions in that behalf, in such manner as the Directors may think fit. 10.The Company may (subject to the provisions of section 78, 80 and 100 to 105, both inclusive, and other applicable provisions, if any, of the Act) from time to time by Special Resolution reduce (a) the share capital; (b) any capital redemption reserve account; or (c) any security premium account in any manner for the time being, authorised by law and in particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have, if it were omitted. 11.The Company shall have power, subject to and in accordance with all applicable provisions of the Act, to purchase any of its own fully paid Shares whether or not they are redeemable and may make a payment out of capital in respect of such purchase. 12. Subject to the provisions of Section 94 and other applicable provisions of the Act, the Company in General Meeting may, from time to time, sub-divide or consolidate its Shares, or any of them and the resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from such subdivisions, one or more of such Shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the other(s). Subject as aforesaid, the Company in General Meeting may also cancel shares which 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. MODIFICATION OF RIGHTS

Title of Article Modification of rights

Article Number and contents 13.Whenever the capital, by reason of the issue of preference shares or otherwise, is divided into different classes of Shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, be modified, commuted, affected, abrogated, dealt with or varied with the consent in writing of the holders of not less than three-fourth of the issued capital of that class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of Shares of that class, and all the provisions hereafter contained as to General Meeting shall mutatis mutandis apply to every such Meeting. This Article is not to derogate from any power the Company would have if this Article was omitted. The rights conferred upon the holders of the Shares (including preference shares, if any) of any class issued with preferred or other rights or privileges shall, unless otherwise expressly provided by the terms of the issue of Shares of that class, be deemed not to be modified, commuted, affected, dealt with or varied by the creation or issue of further Shares ranking pari passu therewith. SHARES, CERTIFICATES AND DEMATERIALISATION

224

Title of Article Restriction on allotment and return of allotment

Article Number and contents 14.The Board of Directors shall observe the restrictions on allotment of Shares to the public contained in Sections 69 and 70 of the Act, and shall cause to be made the returns as to allotment provided for in Section 75 of the Act.

Further issue of shares

15.(1) 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 then: (a) Such further Shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion, as nearly as circ*mstances admit, to the capital paid-up on those Shares at that date; (b) The offer aforesaid shall be made by a notice specifying the number of Shares offered and limiting a time not being less than fifteen days from the date of the offer and the offer, if not accepted, will be deemed to have been declined; (c) 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 referred to in sub-clause (b) shall contain a statement of this right; (d) After the expiry of the time 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 of Directors may dispose of them in such manner as they think most beneficial to the Company. (2) Notwithstanding anything contained in sub-clause (1), the further Shares aforesaid may be offered to any person(s) (whether or not those persons include the persons referred to in clause (a) sub-clause (1) hereof) in any manner whatsoever: (a) If a Special Resolution to that effect is passed by the Company in General Meeting; or (b) 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) by Members who, being entitled to do so, 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. (3) Nothing in sub-clause (c) of (l) hereof shall be deemed; (a) To extend the time within which the offer should be accepted; or (b) 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. (4) 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 debentures issued by the Company: (i) To convert such debentures or loans into Shares in the Company; or (ii) To subscribe for Shares in the Company. 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: 225

Title of Article

Shares at the disposal of the Directors

Power to Shares/options to Shares

offer acquire

Application of premium received on Shares

Article Number and contents (a) 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 (b) 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 the General Meeting before the issue of the loans. 16.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 person, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with sanction of the Company in the General Meeting to give to any person or persons the option or right to call for any Shares either at par or 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 of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any Shares which may so be allotted may be issued as fully paid up Shares and if so issued, shall be deemed to be fully paid Shares. Provided that option or right to call for Shares shall not be given to any person or persons without the sanction of the Company in the General Meeting. 16A(1)Without prejudice to the generality of the powers of the Board under Article 16 or in any other Article of these Articles of Association, the Board or any Committee thereof duly constituted may, subject to the applicable provisions of the Act, rules notified thereunder and any other applicable laws, rules and regulations, at any point of time, offer existing or further Shares (consequent to increase of share capital) of the Company, or options to acquire such Shares at any point of time, whether such options are granted by way of warrants or in any other manner (subject to such consents and permissions as may be required) to its employees, including Directors (whether whole-time or not), whether at par, at discount or at a premium, for cash or for consideration other than cash, or any combination thereof as may be permitted by law for the time being in force. (2)In addition to the powers of the Board under Article 16(1), the Board may also allot the Shares referred to in Article 16(1) to any trust, whose principal objects would inter alia include further transferring such Shares to the Company’s employees [including by way of options, as referred to in Article 16(1)] in accordance with the directions of the Board or any Committee thereof duly constituted for this purpose. The Board may make such provision of moneys for the purposes of such trust, as it deems fit. (3)The Board, or any Committee thereof duly authorised for this purpose, may do all such acts, deeds, things, etc. as may be necessary or expedient for the purposes of achieving the objectives set out in Articles 16(1) and (2) above. 17.(1) 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 these Shares shall be transferred to an account, to be called "the security premium account" and the provisions of the Act relating to the reduction of the share capital of the Company shall except as provided in 226

Title of Article

Power also to Company in General Meeting to issue Shares

Power of General Meeting to authorize Board to offer Shares/Options to employees

Article Number and contents this Article, apply as if the security premium account were paid up share capital of the Company. (2) The security premium account may, notwithstanding anything in clause (I) thereof be applied by the Company: (a) In paying up unissued Shares of the Company, to be issued to the Members of the Company as fully paid bonus; (b) In writing off the preliminary expenses of the Company; (c) In writing off the expenses of or the commission paid or discount allowed or any issue of Shares or debentures of the Company ; or (d) In providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company. 18. In addition to and without derogating from the powers for that purpose conferred on the Board under these Articles, the Company in General Meeting may, subject to the provisions of Section 81 of the Act, determine that any Shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether Members or not) in such proportion and on such terms and conditions and either (subject to compliance with the provisions of Sections 78 and 79 of the Act) at a premium or at par or at a discount as such General Meeting shall determine and with full power to give any person (whether a Member or not) the option or right to call for or buy allotted Shares of any class of the Company either (subject to compliance with the provisions of Sections 78 and 79 of the Act) at a premium or at par or at a discount, such option being exercisable at such times and for such consideration as may be directed by such General Meeting or the Company in General Meeting may make any other provision whatsoever for the issue, allotment, or disposal of any Shares. 19 1. Without prejudice to the generality of the powers of the General Meeting under Article 18 or in any other Article of these Articles of Association, the General Meeting may, subject to the applicable provisions of the Act, rules notified thereunder and any other applicable laws, rules and regulations, determine, or give the right to the Board or any Committee thereof to determine, that any existing or further Shares (consequent to increase of share capital) of the Company, or options to acquire such Shares at any point of time, whether such options are granted by way of warrants or in any other manner (subject to such consents and permissions as may be required) be allotted/granted to its employees, including Directors (whether whole-time or not), whether at par, at discount or a premium, for cash or for consideration other than cash, or any combination thereof as may be permitted by law for the time being in force. The General Meeting may also approve any Scheme/Plan/ other writing, as may be set out before it, for the aforesaid purpose. 2. In addition to the powers contained in Article 19, the General Meeting may authorise the Board or any Committee thereof to exercise all such powers and do all such things as may be necessary or expedient to achieve the objectives of any Scheme/Plan/other writing approved under the aforesaid Article.

227

Title of Article Shares at a discount

Installments of Shares to be duly paid

The Board may issue Shares as fully paid-up

Acceptance of Shares

Deposit and call etc., to be debt payable

Liability of Members

Dematerialisation

Article Number and contents 20. The Company may issue at a discount Shares in the Company of a class already issued, if the following conditions are fulfilled, namely: (a) The issue of the Shares at discount is authorised by resolution passed by the Company in the General Meeting and sanctioned by the Company Law Board; (b) The resolution specifies the maximum rate of discount (not exceeding ten percent or such higher percentage as the Company Law Board may permit in any special case) at which the Shares are to be issued; and (c) The Shares to be issued at a discount are issued within two months after the date in which the issue is sanctioned by the Company Law Board or within such extended time as the Company Law Board may allow. 21. If by the conditions of any allotment of any Shares the whole or any part of the amount or issued price thereof s hal l, be payable by installment s, ev ery s uc h 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 Shares or his legal representatives, and shall for the purposes of these Articles be deemed to be payable on the date fixed for payment and in case of non-payment the provisions of these Articles as to payment of interest and expenses forfeiture and like and all the other relevant provisions of the Articles shall apply as if such installments were a call duly made notified as hereby provided. 22. Subject to the provisions of the Act and these Articles, the Board may allot and issue Shares in the Capital of the Company as payment for any property purchased or acquired or for services rendered to the Company in the conduct of its business or in satisfaction of any other lawful consideration. Shares which may be so issued may be issued as fully paid-up or partly paid up Shares. 23. Any application signed by or on behalf of an applicant for Share(s) in the Company, followed by an allotment of any Share(s) therein, shall be an acceptance of Share(s) within the meaning of these Articles, and every person who thus or otherwise accepts any Shares and whose name is therefore placed on the Register of Members shall for the purpose of this Article, be a Member. 24. The money, if any which the Board of Directors 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 shall immediately on the inscription of the name of the allottee in the Register of Members as 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. 25. Every Member, or his heirs, executors or administrators to the extent of his assets which come to their hands, shall be liable to pay to the Company the portion of the capital represented by his Share which may, for the time being, remain unpaid thereon in such amounts at such time or times and in such manner as the Board of Directors shall, from time to time, in accordance with the Company's requirements require or fix for the payment thereof. 26.(A) 228

Title of Article of securities

Article Number and contents Definitions Beneficial Owner “Beneficial Owner” means a person whose name is recorded as such with a Depository. SEBI “SEBI” means the Securities and Exchange Board of India. Bye-Laws “Bye-Laws” mean bye-laws made by a depository under Section 26 of the Depositories Act, 1996; Depositories Act “Depositories Act” means the Depositories Act, 1996 including any statutory modifications or re-enactment thereof for the time being in force; Depository “Depository” means a company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992; Record “Record” includes the records maintained in the form of books or stored in a computer or in such other form as may be determined by the regulations made by SEBI; Regulations “Regulations” mean the regulations made by SEBI;

Dematerialisation of securities

Options to receive security certificates or hold securities with depository

Securities in depositories to be in fungible form Rights of depositories and Beneficial Owners

Security “Security” means such security as may be specified by SEBI. 26.(B) Either on the Company or on the investor exercising an option to hold his securities with a depository in a dematerialised form, the Company shall enter into an agreement with the depository to enable the investor to dematerialise the Securities, in which event the rights and obligations of the parties concerned shall be governed by the Depositories Act. 26. (C) Every person subscribing to securities offered by the Company shall have the option to receive the Security certificates or hold securities with a depository. Where a person opts to hold a Security with a depository, the Company shall intimate such depository the details of allotment of the Security, and on receipt of such information the depository shall enter in its record the name of the allotted as the Beneficial Owner of that Security. 26. (D) All Securities held by a Depository shall be dematerialised and shall be in a fungible form; nothing contained in Sections 153, 153A, 153B, 187B, 187C and 372 of the Act shall apply to a Depository in respect of the Securities held by it on behalf of the Beneficial Owner. 26.(E)(1) Notwithstanding anything to the contrary contained in the Articles, a Depository shall be deemed to be a registered owner for the purposes of effecting transfer of ownership of Security on behalf of the Beneficial Owner; (2) Save as otherwise provided in (1) above, the Depository as a registered owner shall not have any voting rights or any other rights in respect of Securities held by it; (3) Every person holding equity share capital of the Company and whose name is entered as Beneficial Owner in the Records of the Depository shall be deemed to be a Member of the Company. 229

Title of Article

Depository To Furnish Information Service of documents

Option to opt out in respect of any security

Sections 83 and 108 of the Act not to apply

Share certificate

Limitation of time for issue of certificates

Article Number and contents The Beneficial Owner shall be entitled to all the rights and benefits and be subjected to all the liabilities in respect of the Securities held by a Depository. 26.(F) Every Depository shall furnish to the Company information about the transfer of Securities in the name of the Beneficial Owner at such intervals and in such manner as may be specified by the bye-laws and the Company in that behalf. 26.(G) Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the Company by means of electronics mode or by delivery of floppies or discs. 26.(H) If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the Beneficial Owner shall inform the Depository accordingly. The Depository shall on receipt of information as above make appropriate entries in its Records and shall inform the Company. The Company shall, within thirty (30) days of the receipt of intimation from the depository and on fulfillment of such conditions and on payment of such fees as may be specified by the regulations, issue the certificate of securities to the Beneficial Owner or the transferee as the case may be. 26.(I) Notwithstanding anything to the contrary contained in the Articles, (1) Section 83 of the Act shall not apply to the Shares held with a Depository; (2) Section 108 of the Act shall not apply to transfer of Security effected by the transferor and the transferee both of whom are entered as Beneficial Owner in the Records of a Depository. 27.(a)Every Member or allotee of Shares is entitled, without payment, to receive one certificate for all the Shares of the same class registered in his name. (b) Any two or more joint allottees or holders of Shares shall, for the purpose of this Article, be treated as a single Member and the certificate of any Share which may be the subject of joint ownership may be delivered to any one of such joint owners, on behalf of all of them. 28.Every Member shall be entitled, without payment to one or more certificates in marketable lots, 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 so 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 three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within two months of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its Shares as the case may be. Every certificate of Shares shall be under the seal of the company and shall specify the number and distinctive numbers of Shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe and 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 or several joint holders shall be a sufficient delivery to all such holder. The Company shall be entitled to charge such sum as the Board may decide for issuing certificates for shares in numbers other

230

Title of Article

Article Number and contents than the marketable lot.

Renewal of share certificates

29. No certificate of any Share or Shares shall be issued either in exchange for those, which are sub-divided or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out, or where the pages on the reverse for recording transfer have been duly utilised unless the certificate in lieu of which it is issued is surrendered to the Company.

Issue of new certificate in place of one defaced, lost or destroyed

PROVIDED THAT no fee shall be charged for issue of new certificate in replacement of those which are old, decrepit or worn out or where the pages on the reverse for recording transfer have been fully utilized. 30.If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsem*nt of transfer, then upon production and surrender thereof to the Company, a new Certificate may be issued in lieu thereof, and if any certificate 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 certificate under the Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. PROVIDED THAT no fee shall be charged for issue of new Certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsem*nt of transfer. 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 rules made under Securities Contracts (Regulation) Act, 1956 or any other Act, or rules applicable thereof in this behalf.

The first name joint holder deemed sole holder

Issue of Shares without Voting Rights Buy-Back of Shares and Securities

The provision of this Article shall mutatis mutandis apply to Debentures of the Company. 31. If any Share(s) stands in the name of two or more persons, the person first named in the Register of Members shall, as regards receipt of dividends or bonus or service of notice and all or any other matters connected with Company except voting at Meetings and the transfer of the Shares be deemed the sole holder thereof but the joint holders of a Share shall severally as well as jointly be liable for the payment of all incidents thereof according to the Company's Articles. 32.In the event it is permitted by law to issue shares without voting rights attached to them, the Directors may issue such share upon such terms and conditions and with such rights and privileges annexed thereto as thought fit and as may be permitted by law. 33. Notwithstanding anything contained in these articles, in the event it is permitted by law for a company to purchase its own shares or securities, the Board of Directors may, when and if thought fit, buy back, such of the Company’s 231

Title of Article

Employees Stock Options Scheme/ Plan

Sweat Equity

Postal Ballot

Company not bound to recognize any interest in Shares other than of registered holder

Trust recognised

Article Number and contents own shares or securities as it may think necessary, subject to such limits, upon such terms and conditions, and subject to such approvals, provision of section 77 and SEBI (Buy back of Shares) Regulations as may be permitted by law. 34. The Directors shall have the power to offer , issue and allot Equity Shares in or Debentures (Whether fully/ partly convertible or not into Equity Shares) of the Company with or without Equity Warrants to such of the Officers, Employees, Workers of the Company or of its Subsidiary and / or Associate Companies or Managing and Whole Time Directors of the Company (hereinafter in this Article collectively referred to as “the Employees”) as may be selected by them or by the trustees of such trust as may be set up for the benefit of the Employees in accordance with the terms and conditions of the Scheme, trust, plan or proposal that may be formulated, created, instituted or set up by the Board of Directors or the Committee thereof in that behalf on such terms and conditions as the Board may in its discretion deem fit. 35. Subject to the provisions of the Act (including any statutory modification or re-enactment thereof, for the time being in force), shares of the Company may be issued at a discount or for consideration other than cash to Directors or employees who provide know-how to the Company or create an intellectual property right or other value addition. 36. The Company may pass such resolution by postal ballot in the manner prescribed by Section 192A of the Act and such other applicable provisions of the Act and any future amendments or re-enactment thereof. Notwithstanding anything contained in the provisions of the Act, the Company shall in the case of a resolution relating to such business, as the Central Government may, by notification, declare to be conducted only by postal ballot, get such resolution passed by means of postal ballot instead of transacting such business in a general meeting of the Company. 37.Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall not be bound to recognise, even when having notice thereof any equitable, contingent, future or partial interest in any Share, or (except only as is by these Articles otherwise expressly provided) any right in respect of a Share other than an absolute right thereto, in accordance with these Articles, in the person from time to time registered as holder thereof but the Board shall be at liberty at their sole discretion to register any Share in the joint names of any two or more persons (but not exceeding 4 persons) or the survivor or survivors of them. 38.(a) Except as ordered, by a Court of competent jurisdiction or as by law required, the Company shall not be bound to recognise, even when having notice thereof, any equitable, contingent, future or partial interest in any Share, or (except only as is by these Articles otherwise expressly provided) any right in respect of a Share other than an absolute right thereto, in accordance with these Articles, in the person from time to time registered as holder thereof but the Board shall be at liberty at their sole discretion to register any Share in the joint names of any two or more persons (but not exceeding 4 persons) or the survivor or survivors of them. (b) S h are s m ay be r eg i s t e re d i n t he n am e of an incorporated Company or other body corporate but not in the name of a minor or of a person of unsound mind (except in case 232

Title of Article Declaration by person not holding beneficial interest in any Shares

Funds of Company not to be applied in purchase of Shares of the Company

Article Number and contents where they are fully paid) or in the name of any firm or partnership. 39.(1) Notwithstanding anything herein contained a person whose name is at any time entered in Register of Member of the Company as the holder of a Share in the Company, but who does not hold the beneficial interest in such Shares, shall, if so required by the Act within such time and in such forms as may be prescribed, make declaration to the Company specifying the name and other particulars of the person or persons who hold the beneficial interest in such Share in the manner provided in the Act. (2) A person who holds a beneficial interest in a Share or a class of Shares of the Company, shall if so required by the Act, within the time prescribed, after his becoming such Beneficial Owner, make a declaration to the Company specifying the nature of his interest, particulars of the person in whose name the Shares stand in the Register of Members of the Company and such other particulars as may be prescribed as provided in the Act. (3) Whenever there is a change in the beneficial interest in a Share referred to above, the Beneficial Owner shall, of so required by the Act, within the time prescribed, from the date of such change, make a declaration to the Company in such form and containing such particulars as may be prescribed in the Act. (4) Not withstanding anything contained in the Act and Articles 37 and 38 hereof, where any declaration referred to above is made to the Company, the Company shall, if so required by the Act, make a note of such declaration in the Register of Members and file within the time prescribed from the date of receipt of the declaration a return in the prescribed form with the Registrar with regard to such declaration. 40.No funds of the Company shall except as provided by Section 77 of the Act, be employed in the purchase of its own Shares, unless the consequent reduction of capital is effected and sanction in pursuance of Sections 78, 80 and 100 to 105 of the Act and these Articles or in giving either directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any Share in the Company in its holding Company. UNDERWRITING AND BROKERAGE

Title of Article Commission may be paid

Brokerage Commission to be included in the annual return

Article Number and contents 41. Subject to the provisions of Section 76 of the Act, the Company may at anytime pay commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in or debentures of the Company but so that the commission shall not exceed in the case of the 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 debenture are issued. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid Shares or debentures as the case may be or partly in one way and partly in the other. 42. The Company may on any issue of Shares or Debentures or on deposits pay such brokerage as may be reasonable and lawful. 43.Where the Company has paid any sum by way of commission in respect of any Shares or Debentures or allowed any sums by way of discount in respect to any Shares or Debentures, such statement thereof shall be made in the annual return as 233

Title of Article

Article Number and contents required by Part I of Schedule V to the Act. INTEREST OUT OF CAPITAL

Title of Article Interest out of capital

Article Number and contents 44.Where any Shares are issued for the purpose of raising money to defray t he expenses of the construction of any work 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 provisions of the plant. DEBENTURES

Title of Article Debentures with voting rights not to be issued

Article Number and contents 45.(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 with Section 121 of the Act. (c) Payments 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 (which expression includes mortgage) mentioned in Section 125 of the Act, shall be void against the Liquidator or creditor unless registered as provided in Section 125 of the Act. (e) A contract with the Company to take up and pay debentures of the Company may be enforced by a decree for specific performance. (f) Unless the conditions of issue thereof otherwise provide, the Company shall (subject to the provisions of Section 113 of the Act) within three months after the allotment of its debentures or debenture-stock and wi t h i n o ne m o nt h af t er t h e ap pl i c a t i o n f o r t he registration of the transfer of any such debentures or debentures-stock have completed and ready for delivery the certificate of all debenture-stock allotted or transferred. (g) The Company shall comply with the provisions of Section 118 of the Act, as regards supply of copies of debenture Trust Deed and inspection thereof. (h) The Company shall comply with the provisions of Section 124 to 145 (inclusive) of the Act as regards registration of charges. 46. Definitions (1A) I) The “Act” means The Companies Act, 1956 or any statutory modification or reenactment hereof the time being in force. II) “The Company” or “This Company” means Ace Tours Worldwide Limited. III) “Shares” means shares in the equity shares capital of the Company having a face value of Rs.10/- per shares and includes stock except where a distinction between stock and share is expressed or implied. IV) “Relative” means a relative as defined by Section 6 of the Act. V) “BCCL” means Bennett, Coleman and Co. Limited, an existing company within the meaning and provisions of the Companies Act, 1956.

234

Title of Article

Article Number and contents VI) “Debentures” includes debenture stock, bonds and other securities of the Company whether constituting charge on the assets of the Company or not. VII) “Board of Directors” or “Board” or “Directors” means Board of Directors of the Company constituted or functioning subject to or in accordance with restrictions, limitations stipulated in the Shareholder’s Agreement. VIII) “Agreement” means Convertible Debenture Subscription Agreement dated 10th January, 2008 executed amongst the Company BCCL and the promoters. IX) “Parties” unless context requires otherwise means all the signatories to the Agreement. 1.In the event that the Company issues any further Shares, including in the event of a merger or amalgamation of another entity with the Company, within a period commencing from the date hereof i.e. January 10, 2008, till any point of time prior to the completion of the IPO (a “Fresh Offering”), at a price lower than the Conversion Price, then the Company shall issue and the Promoters shall cause the Company to issue such number of Shares forming part of the Fresh Offering to BCCL, in accordance with applicable law, for no additional consideration or a consideration being the par value of the Shares or such other consideration as may be determined by the board of directors of the Company, whichever is lower, such that the weighted average price of the BCCL Shares and the Shares acquired by BCCL at the Fresh Offering shall be equal to the price paid for the Shares issued at the Fresh Offering by another Person. The Company shall obtain and the Promoters shall cause the Company to obtain all approvals, regulatory and otherwise, in this regard. In the event the Company is unable to offer the Shares to BCCL for no additional consideration, the Promoters shall, jointly and severally, sell such number of Shares held by the Promoter at no additional consideration to BCCL, such that the weighted average price of the BCCL Shares and the Shares acquired by BCCL from the Promoters in the manner indicated herein shall be equal to the price paid for the Shares issued at the Fresh Offering by another person. 2.The Company shall not issue Shares through the IPO at a price lower than the Conversion Price. For the purpose of this Article the Conversion Price shall be adjusted for any bonus issue and/or any stock split made by the Company from the date of allotment of the Shares till the date of the IPO. In the event that the IPO takes place at a lower that the Conversion Price after the adjustment, the Promoters hereby convenant and undertake, jointly and severally, to transfer such number of Shares to BCCL for no additional consideration such that the weighted average price of the BCCL Shares (i.e., the Shares held by BCCL after the date of allotment of the BCCL Shares and the Shares transferred by the Promoters in accordance with the terms hereof) is equal to the IPO Price. It is clarified that the transfer of Shares by the Promoters shall take place on the next succeeding Business Day after the completion of the statutory lock-in of one year from the date of the IPO of the entire pre-issue share capital currently prescribed in clause 4.141 of Chapter IV of the DIP Guidelines, as may be amended from time to time. Promoters undertake, jointly and severally, to keep available such number of Shares as may be required to fulfil their obligations in terms hereof and ensure that the same are not subject to the three year lock-in for promoter’s shares under the DIP Guidelines. It is further clarified that 235

Title of Article

Article Number and contents the number of Shares to be transferred to BCCL by the Promoters shall be computed on the basis of IPO Price. 1. Tag Along Right 1.If the Promoters, or any of them, as the case may be, by themselves or through their affiliates, intends to Transfer all or part of their shareholding in the Company to a third party who is not an affiliate of the of the Promoters (the “Third Party Offeror”), the Promoters shall provide notice of such proposed sale to BCCL no later than 30 (Thirty) days prior to the proposed closing of such sale. The Promoters, or any of them, as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the Third Party Offeror makes an offer in writing toBCCL to purchase a prorate portion ( i.e.a ratio of Shares of the Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or disposal, as the case may be) of the Shares held by BCCL in the Company at such terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, or any of them, as the case may be, including as to Price ( the “Tag-Along Offer”). The Third Party Offeror’s Tag Along shall remain open for acceptance for not less than 30 (Thirty) days following delivery to BCCL Of the offer of the Third Party Offeror Provided that in the event that any such sale or disposal by the Promoter results in the Promoter’s shareholding falling below 75% ( Seventy Five Percent) of issued and outstanding capital of the company (whether in a single transaction or a series of transaction related or otherwise), the Promoter shall not be permitted to carry out such sale or otherwise dispose of the Shares held by the Promoter, unless simultaneously with the sale, the Third Party Offeror makes an offer in writing to BCCL to purchase all the BCCL Shares held by BCCL in the Company at such time, on the same terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, including as to price. 1.If the Third Party Offeror refuses to purchase Shares from BCCL and BCCL notifies the Promoters in Writing within 30 (Thirty) days following receipt by BCCL of the Promoter’s notice that it desires to sell Shares to the Third Party Offer or, the Promoters shall reduce the number of shares proposed to be sold to the Third Party Offer or and BCCL shall sell to the Third Party Offer or, and Promoters shall ensure that the Third Party Offer or shall buy, a pro rata portion or all of the Shares held by BCCL at that time, as the case may be, on the same terms and conditions, including as to price, as described in Article 50.1 . It is clarified that the Promoters will not be permitted to sell any Shares to the Third Party Offer or, unless and until the Third Party Offer or has acquired all the Shares offered by BCCL on the terms and conditions, including as to price, as described in Article 50.1. 2.

Put Option

50.1 In the event that the IPO of the Company and listing of the Shares on a recognized stock exchange in not completed within 4 (four) years from the date hereof, BCCL shall have the right, by written demand signed by BCCL, to require the promoters, jointly and severally, by themselves or through a person(s) nominated by them, to purchase all or some of the BCCL Shares at the price per Share being not less than the Sale Price. For the purposes of this Article the “Sale Price” shall mean an amount equal to the Earning Per Share (“EPS”) *P/E 236

Title of Article

Article Number and contents multiple. EPS means EPS based on audited financial accounts for the financial year immediately preceding the date of such buyback. For the purpose of this Article, P/E multiple will be equal to 16 (Sixteen). For the purpose of Tag along right the Earning Per Share shall be adjusted for any stock split made by the Company from the Closing Date till the date of purchase of BCCL Shares by the promoters. The EPS will be arrived at after excluding all non-recurring income and expenditure and extraordinary income and expenditure in accordance with Indian GAAP. 50.1.1 The Promoter and BCCL shall use their respective reasonable best efforts to obtain all relevant corporate and other approvals required for the completion of the transfer. 3. Right to First Refusal 51.1 Subject to the lock-in restriction in respect of the BCCL Shares prescribed in Article 51.1.2 of this agreement, BCCL shall have the right to sell the BCCL Shares or a part thereof by way of a negotiated deal to any third Party in the manner provided in this Article. 51.1 .2 BCCL covenants that the BCCL shares shall be subject to lock-in for a period of three years from January 10, 2008, or in the event of an IPO for such period as may be determined under applicable law at the time of IPO, whichever occurs earlier. It is however clarified that BCCL shall have the right to transfer or sell or otherwise dispose of the BCCL shares in any manner at the expiry of the lock-in period mentioned herein in this Article 6.3. However it is clarified that the provisions of this Article 6.3 shall not apply to transfer of shares by BCCL to any of its affiliates, associates and/or group companies 51.2 Before the completion of the IPO, if BCC desires to Transfer the BCCL Shares, or a part thereof by way of A negotiated deal, BCCL shall first give a written notice (“the Transfer Notice”) to the promoters, stating BCCL intension to Transfer the BCCL Shares, the number of the BCCL Shares proposed buyer and the price and the other terms and conditions at which BCCL proposes to Transfer the BCCL Shares. 51.3. Upon receipt of the notice, the Promoters shall have the irrevocable and exclusive right to buy all the BCCL, by themselves or by a person/entity nominated by the Promoters, at the price and on the same terms and Conditions as specified in the notice such a right shall be exercisable by a written notice from the Promoters to BCCL, within 30 (Thirty) days from the date of receipt of the notice sent by BCCL.in the event that the Promoters or any person/entity nominated by the Promoters does not buy the BCCL Shares specified in the Notice then BCCL shall have the right to sell the BCCL Shares to the said proposed buyer on terms not more Favourable than those specified in the Transfer notice. 51.4 If the Promoers, by themselves or through an entity nominated by them, fails to purchase the BCCL Shares within 21 ( Twenty one) days from the date of the notice by which the promoters exercised their right to buy the BCCL Shares, in sddition to all other remedies available in law to BCCL, the right of first Refusal shall stand extinguished. 51.5 After the occurrence of the IPO, BCCL shall have the right to Transfer, the BCCL shares, or a part therof, in any manner and to any person that it deems fit.

237

CALLS Title of Article Directors may make calls

Notice of call when to be given Call deemed to have been made

Directors may extend time

Amount payable at fixed time or by installments to be treated as calls

When interest on call or instalment payable

Evidence in action by Company against share holder

Article Number and contents 52.(a) Subject to the provisions of Section 91 of the Act, the Board of Direc tors may from time to time by a resolution passed at a meeting of a Board (and not by a circular resolution)make such calls as it thinks fit upon the Members in respect of all moneys unpaid on the Shares or by way of premium, held by them respectively and not by conditions of allotment thereof made payable at fixed time and each Member shall pay the amount of every call so made on him to person or persons and at the times and places appointed by the Board of Directors. A call may be made payable by installments. A call may be postponed or revoked as the Board may determine. No call shall be made payable within less than one month from the date fixed for the payment of the last preceding call. (b) The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. 53. Not less than fourteen days notice in writing of any call shall be given by the Company specifying the time and place of payment and the person or persons to whom such call shall be paid. 54.A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board of Directors and may be made payable by the Members of such date or at the discretion of the Directors on such subsequent date as shall be fixed by the Board of Directors. 55.The Board of Directors may, from time to time at its discretion, extend the time fixed for the payment of any call and may extended such time to call or any of the Members, the Board of Directors may deem fairly entitled to such extension but no Member shall be entitled to such extension as of right except as a matter of grace and favour. 56.If by the terms of issue of any Share or otherwise any amount is made payable at any fixed time or by instalments at fixed time (whether on account of the amount of the Share or by way of premium) every such amount or instalment shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall apply to such amount or instalment accordingly. 57.If the sum payable in respect of any call or installment is not paid on or before the day appointed for the payment thereof, the holder for the time being or allottee of the Share in respect of which the call shall have been made or the instalment shall be due, shall pay interest on the same at such rate not exceeding eighteen percent per annum as Directors shall fix from the day appointed for the payment thereof upto the time of actual payment but the Directors may waive payment of such interest wholly or in part. 58. On the trial of hearing of any action or suit brought by the Company against any Member or his Legal Representatives for the recovery of any money claimed to be due to the Company in respect of his 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 is entered on the Register of Members as the holder or as one of the holders at or subsequent to the date at which the money sought to be recovered is alleged to have become due on the Shares in respect of which the money is sought to be recovered, that the resolution making the call is duly recorded in the minute book and the notice of such call was duly given to the Member or his legal representatives sued in pursuance of these Articles and it shall not be necessary to prove the appointment of Directors who made such call, 238

Title of Article

Payment in anticipation of calls may carry interest

Article Number and contents nor that a quorum of Directors was present at the Board meeting at which any call was made nor that the meeting at which any call was made was duly convened or constituted nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt. 59. (a)The Directors may, if they think fit, subject to the provisions 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, as the member paying such sum in advance and the Directors agree upon provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. The Directors may at any time repay the amount so advanced. (b)The Members shall not 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. LIEN

Title of Article Partial payment not to preclude forfeiture

Company’s lien on Shares/ Debentures

As to enforcing lien by sale

Article Number and contents 60. Neither the receipt by the Company of a portion of any money which shall, from time to time be due from any Member to the Company in respect of his Shares, either by way of principal or interest, or any indulgence granted by the Company in respect of the payment of such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such Shares as hereinafter provided. 61. The Company shall have first and paramount lien upon all Shares/ Debentures (other than fully paid up Shares/ Debentures) registered in the name of each Member (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 Share shall be created except upon the footing and condition that this Article 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 Shares/ 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 exempt from the provisions of this Article. 62. The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has lien for the purpose of enforcing the same PROVIDED THAT no sale shall be made:(a) Unless a sum in respect of which the lien exists is presently payable; or (b) Until the expiration of fourteen daysafter a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is /presently payable has been given to the registered holder for the time being of the Share or the person entitled thereto by reason of his death or insolvency. For the purpose of such sale the Board may cause to be issued a duplicate certificate in respect of such Shares and may authorise one of their members to execute a transfer there from behalf of and 239

Title of Article

Application proceeds of sale

of

Article Number and contents in the name of such Members (c) The purchaser shall not be bound to see 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. 63. (a) The net proceeds of any such sale shall be received by the Company and applied in or towards satisfaction of such part of the amount in respect of which the lien exists as is presently payable, and (b) The residue if any, after adjusting costs and expenses if any incurred shall be paid to the person entitled to the Shares at the date of the sale (subject to a like lien for sums not presently payable as existed on the Shares before the sale). FORFEITURE OF SHARES

Title of Article If money payable on Shares not paid notice to be given

Sum payable allotment to deemed a call

on be

Form of notice

In default of payment Shares to be forfeited

Notice of forfeiture to a Member

Forfeited Shares to be the property of the Company and may be sold etc. Member still liable for money owning at the time of forfeiture and interest

Article Number and contents 64. If any Member fails to pay the whole or any part of any call or any installments of a call on or before the day appointed for the payment of the same or any such extension thereof, the Board of Directors may, at any time thereafter, during such time as the call for installment remains unpaid, give notice to him requiring him to pay the same 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. 65. For the purposes of the provisions of these Articles relating to forfeiture of Shares, the sum payable upon allotment in respect of a share shall be deemed to be a call payable upon such Share on the day of allotment. 66. The notice shall name a day, (not being less than fourteen days from the day of the notice) and a place or places on and at which such call in installment and such interest thereon at such rate not exceeding eighteen percent per annum as the Directors may determine and expenses as aforesaid are to be paid. The notice shall also state that in the event of the non-payment at or before the time and at the place appointed, Shares in respect of which the call was made or installment is payable will be liable to be forfeited. 67. If the requirements of any such notice as aforesaid are not complied with, any Share or Shares in respect of which such notice has been given may at any time thereafter before payment of all calls or installments, interests and expenses due in respect thereof, be forfeited by a resolution of the Board of Directors to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited Shares and not actually paid before the forfeiture. 68. When any Share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose name it 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, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make any such entry as aforesaid. 69.Any Share 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 Board of Directors shall think fit. 70. Any Member whose Shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company on demand all calls, installments, interest and expenses owing upon or in respect of such Shares at the time of the forfeiture together with interest thereon from the time of the forfeiture 240

Title of Article

Effects of forfeiture

Power to forfeiture Declaration forfeiture

annul of

Provisions of these articles as to forfeiture to apply in case of non-payment of any sum. Cancellation of shares certificates in respect of forfeited Shares

Evidence of forfeiture

Article Number and contents until payment, at such rate not exceeding eighteen percent per annum as the Board of Directors may determine and the Board of Directors may enforce the payment of such moneys or any part thereof, if it thinks fit, but shall not be under any obligation to do so. 71. The forfeiture of a Share shall involve the extinction at the time of the forfeiture, of all interest in and all claims and demand against the Company in respect of the Share and all other rights incidental to the Share, except only such of those rights as by these Articles are expressly saved. 72. The Board of Directors may at any time before any Share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit. 73.1. A duly verified declaration in writing that the declarant is a Director, the Managing Director or the Manager or the Secretary of the Company, and that Share in the Company has been duly forfeited in accordance with these Articles, on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. 2. The Company may receive the consideration, if any, given for the Share on any sale, re-allotment or other disposal thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed off. 3. The person to whom such Share is sold, re-allotted or disposed of shall thereupon be registered as the holder of the Share. 4. Any such purchaser or allotee shall not (unless by express agreement) be liable to pay calls, amounts, installments, interests and expenses owing to the Company prior to such purchase or allotment nor shall be entitled (unless by express agreement) to any of the dividends, interests or bonuses accrued or which might have accrued upon the Share before the time of completing such purchase or before such allotment. 5. Such purchaser or allottee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be effected by the irregularity or invalidity in the proceedings in reference to the forfeiture, sale re-allotment or other disposal of the Shares. 74. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes payable at a fixed time, whether on account of the nominal value of Share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 75. Upon sale, re-allotment or other disposal under the provisions of these Articles, the certificate or certificates originally issued in respect of the said Shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null and void and of no effect and the Directors shall be entitled to issue a new certificate or certificates in respect of the said Shares to the person or persons entitled thereto. 76. The declaration as mentioned in Article 67(a) of these Articles shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share.

241

Title of Article Validity of sale

Surrender of Shares

Article Number and contents 77.Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Board may appoint some person to execute an instrument of transfer of the Shares sold and cause the purchaser's name to be entered in the Register of Members in respect of the Shares sold, and the purchasers shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after his name has been entered in the Register of Members in respect of such Shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. 78. The Directors may subject to the provisions of the Act, accept a surrender or any share from any Member desirous of surrendering on such terms and conditions as they think fit. TRANSFER AND TRANSMISSION OF SHARES

Title of Article No transfers minors etc.

to

Instrument of transfer

Application transfer

for

Execution of transfer

Transfer by legal representatives Register of Members etc when closed

Article Number and contents 79. No Share which is partly paid-up or on which any sum of money is due shall in any circ*mstances be transferred to any minor, insolvent or person of unsound mind. 80. The instrument of transfer shall be in writing and all provisions of Section 108 of the Companies Act, 1956 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof. 81. (a) An application for registration of a transfer of the Shares in the Company may be either by the transferor or the transferee. (b) Where the application is made by the transferor and relates to partly paid Shares, the transfer shall not be registered unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice (c) For the purposes of clause (b) above notice to the transferee shall be deemed to have been duly given if it is dispatched 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 in the ordinary course of post. 82. The instrument of transfer of any Share shall be duly stamped and executed by or on behalf of both the transferor and the transferee and shall be witnessed. The transferor shall be deemed to remain the holder of such Share until the name of the transferee shall have been entered in the Register of Members in respect thereof. The requirements of provisions of Section 108 of the Companies Act, 1956 and any statutory modification thereof for the time being shall be duly complied with. 83. A transfer of Share in the 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. 84. The Board of Directors shall have power on giving not less than seven days pervious notice by advertisem*nt in some newspaper circulating in the district in which the registered office of the Company is situated to close the Register of Members and/or the Register of debentures 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 at a time, and not exceeding in the aggregate forty five days in each year as it may seem expedient to the Board. 242

Title of Article Directors may refuse to register transfer

Death of one or more joint holders of Shares

Titles of Shares of deceased Member

Notice of application when to be given Registration of persons entitled to Shares otherwise than by transfer (Transmission Clause)

Refusal to nominee

register

Article Number and contents 85. Subject to the provisions of Section 111A, these Articles and other applicable provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any power of the company under these Articles or otherwise to register the transfer of, or the transmission by operation of law of the right to, any Shares or interest of a Member in or Debentures of the Company. The Company shall within one month from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to Company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. PROVIDED THAT the registration of a transfer shall not be refused person or persons indebted to the Company on any account whatsoever except where the Company has a lien on Shares. 86. In case of the death of any one or more of the persons named in the Register of Members as the joint holders of any Share, the survivor or survivors shall be the only persons recognised by the Company as having any title or interest in such Share, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on Shares held by him with any other person. 87. The Executors or Administrators of a deceased Member or holders of a Succession Certificate or the Legal Representatives in respect of the Shares of a deceased Member (not being one of two or more joint holders) shall be the only persons recognized by the Company as having any title to the Shares registered in the name of such Members, and the Company shall not be bound to recognize such Executors or Administrators or holders of Succession Certificate or the Legal Representative unless such Executors or Administrators or Legal Representative shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be from a duly constituted Court in the Union of India provided that in any case where the Board of Directors in its absolute discretion thinks it, the Board upon such terms as to indemnity or otherwise as the Directors may deem proper dispense with production of Probate or Letters of Administration or Succession Certificate and register Shares standing in the name of a deceased Member, as a Member. However, provisions of this Article are subject to Sections 109A and 109B of the Companies Act. 88. Where, in case of partly paid Shares, an application for registration is made by the transferor, the Company shall give notice of the application to the transferee in accordance with the provisions of Section 110 of the Act. 89. Subject to the provisions of the Act and Article 80 hereto, any person becoming entitled to Share in consequence of the death, lunacy, bankruptcy insolvency of any Member or by any lawful means other than by a transfer in accordance with these Articles may, with the consent of the Board (which it 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 title as the Board thinks sufficient, either be registered himself as the holder of the Share or elect to have some person nominated by him and approved by the Board registered as such holder; provided nevertheless, that if such person shall elect to have his nominee registered as a holder, he shall execute an instrument of transfer in accordance with the provisions herein contained, and until he does so, he shall not be freed from any liability in respect of the Shares. This clause is hereinafter referred to as the “Transmission Clause”. 90. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to register a person entitled by 243

Title of Article

Person entitled may receive dividend without being registered as a Member No fee on transfer or transmissions Transfer to presented evidence of title

be with

Company not liable for disregard of a notice prohibiting registration of transfer

Article Number and contents transmission to any Share of his nominee as if he were the transferee named in an ordinary transfer presented for registration. 91.A person entitled to a Share by transmission shall subject to the right of the Directors to retain dividends or money as is herein provided, be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the Share. 92. No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate & Letters of Administration, Certificate of Death or Marriage, Power of Attorney or other similar document. 93. Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by such evidence as the Board may require to prove the title of the transferor, his right to transfer the Shares and generally under and subject to such conditions and regulations as the Board may, from time to time prescribe, and every registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board. 94.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, or referred thereto, in any book of the Company, and the Company shall not be bound to be required to regard or attend to 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 to do so, 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 Board shall so think fit. SHARE WARRANTS

Title of Article Power to issue share warrants

Deposit warrants

of

share

Article Number and contents 95. The Company may issue warrants subject to and in accordance with 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 persons 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. 96.(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 call in 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 deposit warrant (b) Not more than one person shall be recognized as depositor of the Share warrant (c) The Company shall, on two day's written notice, return the deposited share warrant to the depositor 244

Title of Article Privileges and disabilities of the holders of share warrant

Issue of new share warrant coupons

Article Number and contents 97.(a) Subject as herein otherwise expressly provided, no person, being a bearer of a share warrant, shall sign a requisition for calling a meeting of the Company or attend or vote or exercise any other privileges of a Member at a meeting of the Company, or be entitled 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 Share included in the warrant, and he shall be a Member of the Company. 98. The Board may, from time to time, make bye-laws as to 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 Title of Article Share may be converted into stock Transfer of stock

Right of stock holders

Regulation applicable to stock and share warrant

Article Number and contents 99.The Company may, by Ordinary Resolution: 1. Convert any fully paid up Share into stock, and 2. Reconvert any stock into fully paid-up Shares. 100. The several holders of such stock may transfer there respective interest therein or any part thereof in the same manner and subject to the same regulations under whic h the stock arose might bef ore the conversion, have been transferred, or as near thereto as circ*mstances admit. PROVIDED THAT the Board may, form time to time, fix the minimum amount of stock transferable, so however that such minimum shall not exceed the nominal amount of the Shares from which stock arose. 101.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 them Shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in Shares, have conferred those privileges or advantages. 102. Such of the regulations of the Company as are applicable to the paid up Shares shall apply to stock and the words "Share" and "Share holder" in these regulations shall include "stock" and "stock holder"respectively. BORROWING POWERS

Title of Article Power to borrow

Article Number and contents 103. Subject to the provisions of Sections 58A, 292 and 370 of the Act and these Articles, the Board of Directors may, from time to time at its discretion by a resolution passed at a meeting of the Board, borrow, accept deposits from Members either in advance of calls or otherwise and generally raise or borrow or secure the payment of any such sum or sums of money for the purposes of the Company from any source. PROVIDED THAT, where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) exceed the aggregate of the paid up capital of the Company and its free reserves (not being reserves set apart for any specific purpose) the Board of Directors shall not borrow such money without the sanction of the Company in General Meeting. No debts incurred by the Company in excess of the limit imposed by this Article shall be valid or effectual unless the lender proves that he advanced the loan i n good faith and without knowledge that the limit imposed by this 245

Title of Article The payment or repayment of moneys borrowed

Bonds, Debentures, etc. to be subject to control of Directors

Terms of issue of Debentures

Mortgage of uncalled capital

Article Number and contents Article had been exceeded. 104. The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon : such terms and conditions in all respects as the Board of D i re c t ors m ay t hi nk f it , a nd i n pa rt i c ul ar in pursuance of a resolution passed at a meeting of the Board (and not by circular resolution) by the issue of bonds, debentures or debentures stock of the Company, charged upon all or any part of the property of the Company, (both present and future), including its un-called capital for the time being and the debentures and the debenture stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. 105. Any bonds, debentures, debenture-stock 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 condition and in such manner and for such consideration as they shall consider to be for the benefit of the Company. 106. 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; However, 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. 107.If any uncalled capital of the Company is included in or charged by mortgage or other security, the Directors may, 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 has been executed. MEETING OF MEMBERS

Title of Article Statutory meeting

Annual Meeting

General

Article Number and contents 108. The statutory meeting shall be held in accordance with the provisions of Section 165 of the Act within a period of not less than one month and not more than six months from the date on which the Company shall be entitled to commence business. 109. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other Meeting in that year. All General Meetings other than Annual General Meetings shall be called Extra-ordinary General Meetings. An Annual General Meeting of the Company shall be held within six months after the expiry of each financial year, provided that not more than fifteen months shall lapse between the date of one Annual General Meeting and that of next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Register under the provisions of Section 166 (1) of the Act to extend the time with which any Annual General Meeting may be held. Every Annual General Meeting shall be called at a time during business hours, on a day that is not a public holiday, and shall be held at the office of the Company or at some other place within the city in which the Registered Office of the Company is situated as the Board may 246

Title of Article

Report statement and registers to be laid before the Annual General Meeting

Extra-Ordinary General Meeting Requisitionists’ meeting

Article Number and contents determine and the notices calling the Meeting shall specify as the Annual General Meeting. Then company may in any one Annual General Meeting fix the time for its subsequent Annual General Meeting. Every Member of the Company shall be entitled to attend, either in person or by proxy and the Auditors of the Company, shall have the right to attend and be heard at any General Meeting which he attends on any part of the business which concerns him as an Auditor. At every Annual General Meeting of the Company there shall be laid on the table the Director's Report and audited statement of accounts, the Proxy Register with proxies and the Register of Director's Shareholding, which Registers shall remain open and accessible during the continuance of the Meeting. The Board shall cause to be prepared 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. 110.The Company shall in every Annual General Meeting in addition to any other Report or Statement lay on the table the Director's Report and audited statement of accounts, Auditor's Report (if not already incorporated in the audited statement of accounts), the Proxy Register with proxies and the Register of Director’s Shareholdings, which Registers shall remain open and accessible during the continuance of the Meeting. 111.All General Meeting other than Annual General Meeting shall be called Extra-Ordinary General Meeting. 112.(1) Subject to the provisions of Section 188 of the Act, the Directors shall on the requisition in writing of such number of Members as is hereinafter specified and (unless the General Meeting otherwise resolves) at the expense of the requisitionists:(a) Give to the Members of the Company entitled to receive notice of the next Annual General Meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting. (b) Circulate to the Members entitled to have notice of any General Meeting sent to them, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or any business to be dealt with at that Meeting. (2) The number of Members necessary for a requisition under clause (1) hereof shall be (a) Such number of Members as represent not less than one-twentieth of the total voting power of all the Members having at the date of the resolution a right to vote on the resolution or business to which the requisition relates; or (b) not less than one hundred Members having the rights aforesaid and holding Shares in the Company on which there has been paid up an aggregate sum of not less than Rupees one lac in all. (3) Notice of any such resolution shall be given and any such statement shall be circulated, to Members of the Company entitled to have notice of the Meeting sent to them by serving a copy of the resolution or statement to each Member in any manner permitted by the Act for service of notice of the Meeting and notice of any such resolution shall be given to any other Member of the Company by giving notice of the general effect of the resolution in any manner permitted by the Act for giving him notice of meeting of the Company. The copy of the resolution shall be served, or notice of the effect of the resolution shall be given, as the case may be in the same manner, and so far as practicable, at the same time as notice of the Meeting and where it is not practicable for it to be served or given at the time it shall be served or given as soon as practicable thereafter. (4) The Company shall not be bound under this Article to give notice of any resolution or to circulate any statement unless: (a) A copy of the requisition signed by, the requisitionists (or two or more 247

Title of Article

Extra-Ordinary General Meeting by Board and by requisition When a Director or any two Members may call an Extra Ordinary General Meeting

Contents of requisition, and number of requisitionists required and the conduct of Meeting

Article Number and contents copies which between them contain the signature of all the requisitionists) is deposited at the Registered Office of the Company. (i)In the case of a requisition, requiring notice of resolution, not less than six weeks before the Meeting. (ii)the case of any other requisition, not less than two weeks before the Meeting, and (b) There is deposited or tendered with the requisition sum reasonably sufficient to meet the Company expenses in giving effect thereto. PROVIDED THAT if after a copy of the requisition requiring notice of a resolution has been deposited at the Registered Office of the Company, and an Annual General Meeting is called for a date six weeks or less after such copy has been deposited, the copy although not deposited within the time required by this clause, shall be deemed to have been properly deposited for the purposes also thereof. (5) The Company shall also not be bound under this Article to circulate any statement, if on the application either of the Company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this Article are being abused to secure needless publicity for defamatory matter. (6) Notwithstanding anything in these Articles, the business which may be dealt with at Annual General Meeting shall include any resolution for which notice is given in accordance with this Article, and for the purposes of this clause, notice shall be deemed to have been so given, notwithstanding the accidental omission in giving it to one or more Members. 113.(a) The Directors may, whenever they think fit, convene an ExtraOrdinary General Meeting and they shall on requisition of the Members as herein provided, forthwith proceed to convene Extra-Ordinary General Meeting of the Company. (b) If at any time there are not within India sufficient Directors capable of acting to form a quorum, or if the number of Directors be reduced in number to less than the minimum number of Directors prescribed by these Articles and the continuing Directors fail or neglect to increase the number of Directors to that number or to convene a General Meeting, any Director or any two or more Members of the Company holding not less than one-tenth of the total paid up share capital of the Company may call for an Extra-Ordinary General Meeting in the same manner as nearly as possible as that in which meeting may be called by the Directors. 114. (1) In case of requisition the following provisions shall have effect: (a) The requisition shall set out the matter for the purpose of which the Meeting is to be called and shall be signed by the requisitionists and shall be deposited at the Registered Office of the Company. (b) The requisition may consist of several documents in like form each signed by one or more requisitionists. (c) The number of Members entitled to requisition a Meeting in regard to any matter shall be such number 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 that date carried the right of voting in regard to that matter. (d) Where two or more distinct matters are specified in the requisition, the provisions of sub-clause (3) shall apply separately in regard to such matter, and the requisition shall accordingly be valid only in respect of those matters in regard to which the conditions specified in that clause are fulfilled. (e) If the Board does not within twenty-one days from the date of the 248

Title of Article

Length of notice of Meeting

Contents and manner of service of notice

Article Number and contents deposit of a valid requisition in regard to any matters, proceed, duly to call a Meeting for the consideration of those matters 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 ; or (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 the paid-up share capital of the Company as is referred to in sub clauses (c) of clause (I) which ever is less. PROVIDED THAT for the purpose of this sub-clause, the Board shall, in the case of a Meeting at which a 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 (2) of Section 189 of the Act. (2) A meeting called under sub-clause (c) of clause (1) by requisitionists or any of them: (a) shall be called in the same manner as, nearly as possible, as that in which meeting is to be called by the Board; but (b) shall not be held after the expiration of three months from the date of deposit of the requisition. PROVIDED THAT nothing in sub-clause (b) shall be deemed to prevent a Meeting duly commenced before the expiry of the period of three months aforesaid, from adjourning to some days after the expiry of that period. (3) Where two or more Persons hold any Shares in the Company jointly; a requisition or a notice calling a Meeting signed by one or some only of them shall, for the purpose of this Article, have the same force and effect as if it has been signed by all of them. (4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board to duly to call a Meeting shall be repaid to the requisitionists by the Company; and any sum repaid shall be retained by the Company out of any sums due or 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. 115.(1) A General Meeting of the Company may be called by giving not less than twenty-one days notice in writing. (2) A General Meeting may be called after giving shorter notice than that specified in clause (1) hereof, if consent is accorded thereto: (i) In the case of 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 ninety-five percent of such part of the paid up share 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 resolutions to be moved at a Meeting and not on the others, those Members shall be taken into account for the purposes of this clause in respect of the former resolutions and not in respect of the later. 116.(1) 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. (2) Subject to the provisions of the Act notice of every General Meeting shall be given; (a) to every Member of the Company, in any manner authorised by subsections (1) to (4) Section 53 of the Act; (b) to the persons entitled to a Share in consequence of the death, or insolvency of a Member, by sending it through post in a prepaid letter addressed to them by name or by the title of representative of the deceased, or assignees of the insolvent, or by like description, at the 249

Title of Article

Special and ordinary business and explanatory statement

Omission to give notice not to invalidate proceedings

Article Number and contents 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; and (c) 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 Members 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 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 advertisem*nt that the statement has been forwarded to the Members of the Company. (3)Every notice convening a Meeting of the Company shall state with reasonable prominence that a Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of himself and that a proxy need not be a Member of the Company. 117.(1)(a) In the case of an Annual General Meeting all business to be transacted at the Meeting shall be deemed special, with the exception of business relating to (i) the consideration of the accounts, balance sheet the reports of the Board of Directors and Auditors; (ii) the declaration of dividend; (iii) the appointment of Directors in the place, of those retiring; and (iv) the appointment of, and the fixing of the remuneration of the Auditors, and (b) In the case of any other meeting, all business shall be deemed special (2) Where any items of business to be transacted at the Meeting of the Company 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 such item, of business, including in particular the nature of the concern or interest, if any, therein of every Director. PROVIDED THAT, where any such item of special business at the Meeting of the Company relates to or affects, any other company, the extent of shareholding interest in that other company of every Director of the Company shall also be set out in the statement, if the extent of such shareholding interest is not less than twenty percent of the paid up-share capital of the other company. (3) Where any item of business consists of the according of approval to any document by the Meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid. 118. The accidental omission to give such notice as aforesaid to or nonreceipt thereof by, any Member or other person to whom it should be given, shall not invalidate the proceedings of any such Meeting. MEETING OF MEMBERS

Title of Article Notice of business to be given Quorum

Article Number and contents 119. No General Meeting, Annual or Extra-Ordinary shall be competent to enter upon, discuss or transact any business which has not been mentioned in the notice or notices convening the Meeting. 120. Five Members entitled to vote and present in person shall be quorum for General Meeting and no business shall be transacted at the General Meeting unless the quorum requisite is present at the commencement of the Meeting. A body corporate being a Member shall be deemed to be personally present if it is represented in accordance 250

Title of Article

If quorum not present when Meeting to be dissolved and when to be adjourned

Resolution passed at adjourned Meeting Chairman of General Meeting

Act for resolution sufficiently done or passed by Ordinary Resolution unless otherwise required. Business confined to election of Chairman whilst the Chair is vacant Chairman may adjourn Meeting

How questions are decided at Meetings Chairman's declaration of result of voting on show of hands

Article Number and contents with Section 187 of the Act. The President of India or the Governor of a State being a Member of the Company shall be deemed to be personally present if it is presented in accordance with Section 187 of the Act. 121.If within half an hour from the time appointed for holding a Meeting of the Company, a quorum is not p r e s e n t , t h e M e e t i n g , i f c a l l e d b y o r u p o n t h e requisition of the Members shall stand dissolved and in any other case the Meeting shall stand, adjourned to the same day in the next week or if that day is a public holiday until the next succeeding day which is not a public holiday, at the same time and place or to such other day and at such other time and place as the Board may determine. If at the adjournment meeting also, a quorum is not present within half an hour from the time appointed for holding the Meeting, the Members present shall be a quorum and may transact the business for which the Meeting was called. 122. Where a resolution is passed at an adjourned Meeting of the Company, the resolution for all purposes is treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date. 123.At every General Meeting the Chair shall be taken by the Chairman of the Board of Directors. If at any Meeting, the Chairman of the Board of Directors is not present within ten minutes after the time appointed for holding the Meeting or though present, is unwilling to act as Chairman, the Vice Chairman of the Board of Directors would act as Chairman of the Meeting and if Vice Chairman of the Board of Directors is not present or, though present, is unwilling to act as Chairman, the Directors present may choose one of themselves to be a Chairman, and in default or their doing so or if no Directors shall be present and willing to take the Chair, then the Members present shall choose one of themselves, being a Member entitled to vote, to be Chairman. 124. Any act or resolution which, under the provisions of these Articles or of the Act, is permitted or required to be done or passed by the Company in General Meeting shall be sufficiently done so or passed if effected by an Ordinary Resolution unless either the Act or the Articles specifically require such act to be done or resolution be passed by a Special Resolution. 125.No business shall be discussed at any General Meeting except the election of a Chairman whilst the Chair is vacant. 126.(1) The Chairman may with the consent of Meeting at which a quorum is present and shall if so directed by the Meeting adjourn the Meeting from time to time and from place to place. (2) No business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place. (3) When a Meeting is adjourned for thirty days or more notice of the adjourned Meeting shall be given as in the case of an original Meeting. (4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment of or of the business to be transacted at any adjourned Meeting. 127. Every question submitted to a General Meeting shall be decided in the first instance by a show of hands unless the poll is demanded as provided in these Articles. 128. A declaration by the Chairman of the Meeting 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 book containing the minutes of the proceeding of the Company’s General Meeting shall 251

Title of Article Demand of poll

Time of taking poll

Chairman’s vote Appointment scrutineers

casting of

Demand for poll not to prevent transaction of other business Special notice

Article Number and contents be conclusive evidence of the fact, without proof of the number or proportion of votes cast in favour of or against such resolution. 129.Before or on the declaration of the result of the voting on any resolution on a show of hands a poll may be ordered to be taken by the Chairman of the Meeting on 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. The demand for a poll may be withdrawn at any time by the Person or Persons who made the demand. 130. A poll demanded on a question of adjournment or election of a Chairman shall be taken forthwith. A poll demanded on any other question shall be taken at such time not being later than forty-eight hours from the time when the demand was made and in such manner and place as the Chairman of the Meeting may direct and the result of the poll shall be deemed to be the decision of the Meeting on the resolution on which the poll was taken. 131. In the case of equality of votes the Chairman shall both on a show of hands and on a poll (if any) have a casting vote in addition to the vote or votes to which he may be entitled as a Member. 132. Where a poll is to be taken, the Chairman of the Meeting shall appoint two scrutineers to scrutinise the vote given on the poll and to report thereon to him. One of the scrutineers so appointed 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. The Chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer from office and fill vacancies in the office of the scrutineer arising from such removal or from any other cause. 133. The demand for a poll shall not prevent transaction of other business (except on the question of the election of the Chairman and of an adjournment) other than the question on which the poll has been demanded. 134.Where by any provision contained in the Act or in these Articles, special notice is required for any resolution notice of the intention to move the resolution shall be given to the Company not less than fourteen days before the Meeting at which it is to be moved, exclusive of the day which the notice is served or deemed to be served on the day of the Meeting. The Company shall immediately after the notice of the intention to move any such resolution has been received by it, give its Members notice of the resolution in the same manner as it gives notice of the Meeting, or if that is not practicable shall give them notice thereof, either by advertisem*nt in a newspaper having an appropriate circulation or in any other mode allowed by these presents not less than seven days before the Meeting. VOTES OF MEMBERS

Title of Article Member paying money in advance not to be entitled to vote in respect thereof Restriction on exercise of voting rights of Members

Article Number and contents 135. A Member paying the whole or a part of the amount remaining unpaid on any Share held by him although no part of that amount has been called up, shall not be entitled to any voting rights in respect of moneys so paid by him until the same would but for such payment become presently payable. 136. No Member shall exercise any voting rights 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 252

Title of Article who have not paid calls Number of votes to which Member entitled

Votes of Members of unsound mind

Votes of Members

Representation body corporate

joint

of

Article Number and contents Company has exercised any right of lien. 137 Subject to the provisions of Article 129, every Member of the Company holding any equity share capital and otherwise entitled to vote shall, on a show of hands when present in person (or being a body corporate present by a representative duly authorised) have one vote and on a poll, when present in person (including a body corporate by a duly authorised representative), or by an agent duly authorised under a Power of Attorney or by proxy, his voting right shall be in proportion to his share of the paid-up equity share capital of the Company. Provided however, if any preference shareholder is present at any meeting of the Company, (save as provided in clause (b) of sub-section (2) of Section 87) he shall have a right to vote only on resolutions before the Meeting which directly affect the rights attached to his preference shares. A Member is not prohibited from exercising his voting rights on the ground that he has not held his Shares or interest in the Company for any specified period preceding the date on which the vote is taken. 138. A Member of unsound mind, or in respect of whom 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 a poll, vote by proxy. 139.If there be joint registered holders of any Shares, one of such persons may vote at any Meeting personally or by an agent duly authorised under a Power of Attorney or by proxy in respect of such Shares, as if he were solely entitled thereto but the proxy so appointed shall not have any right to speak at the Meeting, and if more than one of such joint holders be present at any Meeting either personally or by agent or by proxy, that one of the said persons so present whose name appears higher on the Register of Members shall alone be entitled to speak and to vote in respect of such Shares, but the other holder(s) shall be entitled to vote in preference to a person present by an agent duly authorised under a Power of Attorney or by proxy although the name of such person present by agent or proxy stands first or higher in the Register of Members in respect of such Shares. Several executors or administrators of a deceased Member in whose name Shares stand shall for the purpose of these Articles be deemed joint holders thereof. 140. (1) A body corporate (whether a company within the meaning of the Act or not) may, if it is a Member or creditor of the Company (including a holder of Debentures) authorise such person as it thinks fit by a resolution of its Board of Directors or other governing body, to act as its representative at any Meeting of the Company or any class of shareholders of the Company or at any meeting of the creditors of the Company or Debenture-holders o f t h e Company. A person authorised by resolutions aforesaid shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual Member, shareholder, creditor or holder of Debentures of the Company. The production of a copy of the resolution referred to above certified by a Director or the Secretary of such body corporate before the commencement of the Meeting shall be accepted by the Company as sufficient evidence of the validity of the said representatives’ appointment and his right to vote thereat. (2)Where the President of India or the Governor of a State is a Member of the Company, the President or as the case may be the Governor 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 shareholders of the Company and such a person shall be entitled to exercise the 253

Title of Article

Votes in respects of deceased or insolvent Members

Voting in person or by proxy Rights of Members to use votes differently Proxies

Proxy either for specified meeting or for a period No proxy to vote on a show of hands Instrument of proxy when to be deposited

Form of Proxy

Validity of votes given by proxy notwithstanding revocation of authority

Article Number and contents 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. 141.Any person entitled under the Transmission Article to transfer any Shares may vote at any General Meeting in respect thereof in the same manner as if he was the registered holder of such Shares; provided that at least 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 the right to transfer such Shares and give such indemnity (if any) as the Directors may require unless the Directors shall have previously admitted his right to vote at such Meeting in respect thereof. 142. Subject to the provisions of these Articles, votes may be given either personally or by proxy. A body corporate being a Member may vote either by a proxy or by a representative duly authorised in accordance with Section 187 of the Act. 143. On a poll taken at a Meeting of the Company a Member entitled to more than one vote or his proxy, or other persons 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. 144. Any Member of the Company entitled to attend and vote at a Meeting of the Company, shall be entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of himself PROVIDED ALWAYS that a proxy so appointed shall not have any right what so ever to speak at the Meeting. Every notice convening a Meeting of the Company shall state that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of himself, and that a proxy need not be a Member of the Company. 145. An instrument of proxy may appoint a proxy either for the purposes of a particular Meeting specified in the instrument and any adjournment thereof or it may appoint a proxy for the purpose of every Meeting to be held before a date specified in the instrument and every adjournment of any such Meeting. 146. No proxy shall be entitled to vote by a show of hands. 147.The instrument appointing a proxy and the Power of Attorney or authority (if any) under which it is signed or a notarially certified copy of that Power of Attorney or authority, shall be deposited at the Registered Office of the Company at least forty-eight hours before the time for holding the Meeting at which the person named in the instrument purposes to vote and in default the instrument of proxy shall not be treated as valid. 148. Every instrument of proxy whether for a specified Meeting or otherwise shall, as nearly as circ*mstances will admit, be in any of the forms set out in Schedule IX to the Act, and 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 any officer or attorney duly authorised by it. 149. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the proxy or of any Power of Attorney under which such proxy was signed, or the transfer of the Share in respect of which the vote is given, provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received by the Company at the Registered Office before the commencement of the Meeting or adjourned Meeting at which the proxy is used provided nevertheless that the Chairman of any Meeting shall be entitled to require such evidence as he may in his discretion think fit of the due 254

Title of Article Time for objection to vote

Chairman of any Meeting to be the judge of Validity of any value Custody of Instrument

Article Number and contents execution of an instrument of proxy and of the same not having been revoked. 150. No objection shall be made to the qualification of any voter or to the validity of a vote except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered, and every vote, whether given personally or by proxy, not disallowed at such Meeting, shall be valid for all proposes and such objection made in due time shall be referred to the Chairman of the Meeting. 151. 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. The decision of the Chairman shall be final and conclusive. 152.If any such instrument of appointment is confined to the object of appointing at attorney or proxy 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 such instrument embraces other objects, a copy thereof examined with the original shall be delivered to the Company to remain in the custody of the Company. DIRECTORS

Title of Article Number of Directors

Article Number and contents 153. Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section 252 of the Act, the number of Directors shall not be less than three and not more than twelve. PROVIDED THAT the Company may from time to time increase or reduce within the maximum limit permissible the number of Directors.

First Directors

Powers to Promoters and Promoter Group

Debenture Directors

Provided further that any increase in the number of Directors exceeding the number prescribed under Section 259 of the Act shall not have any effect unless approved by the Central Government and shall become void if and so far it is disapproved by the Government. 154.The following were the first Directors of the Company: 1. Mr. Raju J. Choksi 2. Mr. Jayesh J. Choks 3. Mrs. Rekha A. Choksi 4. Mrs. Nilesha B. Choksi 5. Mr. Mayank A. Choksi 6. Mr. Bharat J. Choksi 7. Mr. Anil J. Choksi 155. The Promoter(s) and Promoter Group shall as long as they, jointly and severally, holds not less than 26% of the total paid up share capital of the Company for the time being, be entitled by notice in writing addressed to the Company to appoint such number of persons as shall, together with the Managing Director(s), not exceeding one third of the total number of Directors for time being of the Company, as Director(s) of the Company and to remove such person(s) from office and on a vacancy being caused in such office from any cause whatsoever whether by resignation, retirement, death, removal or otherwise, of any such person(s) so appointed, to appoint another or others to fill such vacancy. An appointment or removal of the Director under this Article shall become effective forthwith upon receipt by the Company of the writing aforesaid. The Directors so appointed by the Promoter(s) and Promoter Group shall not be liable to retire at any General Meeting of the Company. 156. Any Trust Deed for securing Debentures may if so arranged, provide for the appointment, from time to time by the Trustees thereof 255

Title of Article

Nominee Director or Corporation Director

Article Number and contents or by the holders of Debentures, of some person to be a Director of the Company and may empower such Trustees or holder of Debentures, from time to time, to remove and re-appoint any Director so appointed. The Director 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 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 agreed between the Company and the Trustees and all such provisions shall have effect notwithstanding any of the other provisions contained herein. 157.(1)Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to any Finance Corporation or Credit Corporation or to any Financing company or body, (which corporation or body is hereinafter in this Article referred to as “the corporation”) out of any loans granted or to be granted by them to the Company or so long as the corporation continue to hold Debentures in the Company 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 outstanding, the Corporation shall have a right to appoint from time to time any person or persons as a Director, 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 persons so appointed and to appoint any person or persons in his/ their places. (2)The Board of Directors of the Company shall have no power to remove from office the Nominee Director(s). Such Nominee Director(s) shall not be required to hold any Share qualification in the Company. Further Nominee Director shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Directors(s) shall be entitled to the same rights and privileges and be subject to the obligations as any other Director of the Company. (3)The Nominee Director(s) so appointed shall hold the said office only so long as any moneys remain owing by the Company to the Corporation and the Nominee Director/s so appointed in exercise of the said power, shall ipso facto vacate such office immediately on the moneys owing by the Company to the Corporation being paid off (4)The Nominee Director(s) appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and all 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. (5)The sitting fees 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. Any other fees, commission, moneys or remuneration in any form is payable to the Nominee Director of the Company, such fees, commission, moneys and remuneration in relation to such Nominee Director(s) shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or 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/are an officer(s) of the Corporation..

256

Title of Article

Special Director

Article Number and contents PROVIDED THAT in the event of the Nominee Director(s) being appointed as Whole-time Director(s); such Nominee Director/s shall exercise such power 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 Company. Such Nominee Director shall be entitled to receive such remuneration, fees, commission and moneys as may be approved by the Corporation(s) nominated by him. 158.(1)In connection with any collaboration arrangement with any company or corporation or any firm or person for supply of technical know-how and/or machinery or technical advice the directors may authorize such company , corporation ,firm or person herein-after in this clause referred to as “collaboration” to appoint from time to time any person as director 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 shares to qualify him for 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 the collaboration arrangements or at any time thereafter. (2)The collaborators 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 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.

Limit on number of retaining Directors Alternate Director

Directors may fill in vacancies

(3)It is clarified that every collaborator entitled to appoint a director under this article may appoint one such person as a director and so that if more then one collaborator is so entitled there may be at any time as may special directors as the collaborators eligible to make the appointment. 159. The provisions of Articles 150, 151,152 and 153 are subject to the provisions of Section 256 of the Act and number of such Directors appointed under Article 151 shall not exceed in the aggregate one third of the total number of Directors for the time being in office. 160.The Board may appoint, an Alternate Director recommended for such appointment by the Director (hereinafter in this Article called "the Original Director") to act for him during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held. Every such Alternate Director shall, subject to his giving to the Company an address in India at which notice may be served on him, be entitled to notice of meetings of Directors and to attend and vote as a Director and be counted for the purposes of a quorum and generally at such Meetings to have and exercise all the powers and duties and authorities of the Original Director. The Alternate Director appointed under this Article shall vacate office as and when the Original Director returns to the State in which the meetings of the Board are ordinarily held and if the term of office of the Original Director is determined before he returns to as aforesaid, any provisions in the Act or in these Articles for automatic reappointment of retiring Director in default of another appointment shall apply to the Original Director and not the Alternate Director. 161. The Directors shall have power at any time and from time to time to appoint any person to be a Director to fill a casual vacancy. Such casual vacancy shall be filled by the Board of Directors at a meeting of the Board. Any person so appointed shall hold office only upto the date to 257

Title of Article

Additional Directors

Qualification shares Directors’ sitting fees

Extra remuneration to Directors for special work

Traveling expenses incurred by Directors on Company’s business

Director may notwithstanding vacancy

act

Board resolution necessary for certain contracts

Article Number and contents which the Director in whose place he is appointed would have held office, if it had not been vacated as aforesaid. However, he shall then be eligible for re-election. 162. The Directors shall have the power at any time and from time to time to appoint any other person to be a Director as an addition to the Board (“Additional Director”) so that the total number of Directors shall not at any time exceed the maximum fixed by these Articles. Any person so appointed as an Additional Director to the Board shall hold his office only upto the date of the next Annual General Meeting and shall be eligible for election at such Meeting. 163. A Director need not hold any qualification shares. 164.The fees payable to a Director for attending each Board meeting shall be such sum as may be fixed by the Board of Directors not exceeding such sum as may be prescribed by the Central Government for each of the meetings of the Board or a Committee thereof and adjournments thereto attended by him. The Directors, subject to the sanction of the Central Government (if any required) may be paid such higher fees as the Company in General Meeting shall from time to time determine. 165.(1)Subject to the provisions of Sections 198, 309, 310, 311 and 314 of the Act, if any Director, being willing shall be called upon to perform extra services (which expression shall include work done by a Director as a Member of any Committee formed by the Directors or in relation to signing share certificate) or to make special exertions in going or residing or residing out of his usual place of residence or otherwise for any of the purposes of the Company, the Company may remunerate the Director so doing either by a fixed sum or otherwise as may be determined by the Director, and such remuneration may be either in addition to or in substitution for his share in the remuneration herein provided. (2)Subject to the provisions of the Act, a Director who is neither in the whole time employment nor a 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 authorised such payment. 166.The Board of Directors may subject to the limitations provided by the Act allow and pay to any Director who attends a meeting of the Board of Directors or any Committee thereof or General Meeting of the Company or in connection with the business of the Company at a place other than his usual place of residence, for the purpose of attending a Meeting such sum as the Board may consider fair compensation for traveling, hotel, and other incidental expenses properly incurred by him in addition to his fees for attending such Meeting as above specified. 167.The continuing Director or Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the quorum fixed by these Articles for a meeting of the Board, the Director or Directors may act for the purpose of increasing the number, of Directors or that fixed for the quorum or for summoning a General Meeting of the Company but for no other purposes. 168(1) Subject to the provisions of Section 297 of the Act, except with the consent of the Board of Directors of the Company, a Director of the Company or his relative, a firm in which such a Director or relative is 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. (a) For the sale, purchase or supply of goods, materials or services; or 258

Title of Article

Disclosure to the Members of Directors’ interest in contract appointing Managers, Managing Director or Wholetime Director

Directors of interest

General notice disclosure

Article Number and contents (b) for underwriting the subscription of any Share in or debentures of the Company; (c) nothing contained in clause (a) of sub-clause (1) 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 for sale, purchase or supply of any goods, materials and services in which either the Company, or the Director, 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 services the cost of which, exceeds five thousand rupees in the aggregate in any year comprised in the period of the contract or contracts; (2) Notwithstanding any contained in sub-clause(1) hereof, a Director, relative, firm partner or private company as aforesaid may, in circ*mstances 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 or cost of such services exceeds rupees five thousand 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. (3)Every consent of the Board required under this Article shall be accorded by a resolution passed at a meeting of the Board required under clause (1) and the same shall not be deemed to have been given within the meaning of that clause unless the consent is accorded before the contract is entered into or within three months of the data on which was entered into. (4) If consent is not accorded to any contract under this Article, anything done in pursuance of the contract will be voidable at the option of the Board. (5) 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. 169.When the Company:(a) enters into a contract for the appointment of a Managing Director or Wholetime Director in which contract any Director of the Company is whether directly or indirectly, concerned or interested; or (b) varies any such contract already in existence and in which a Director is concerned or interested as aforesaid, the provisions of Section 302 of the Act shall be complied with. 170.(1) A Director of the Company who is in any way, whether directly or indirectly concerned or interested in a contract entered into or to be entered into by or on behalf of the Company shall disclose the nature of his concern or interest at a meeting of the Board in the manner provided in Section 299 (2) of the Act.

of (2) A general notice, given to the Board by the Director to the effect that he is a director or is a member of a specified body corporate or is a member of a specified firm under Sections 299(3)(a) shall expire at the end of the financial year in which it shall be given but may be renewed for a further period of one financial year at a time by fresh notice given in 259

Title of Article

Directors and Managing Director may contract with Company

Disqualification of the Director

Vacation of office by Directors

Article Number and contents the last month of the financial year in which it would have otherwise expired. No such general notice and no renewal thereof shall be of effect unless, either it is given at a meeting of the Board or the Director concerned takes reasonable steps to secure that is brought up and read at the first meeting of the Board after it is given 171.Subject to the provisions of the Act the Directors (including a Managing Director and Whole time Director) shall not be disqualified by reason of his or their office as such from holding office under the Company or from contracting with the Company either as vendor, purchaser, lender, agent, broker, lessor or lessee or otherwise, nor shall any such contract or any contracts or arrangement entered into by or on behalf of the Company with any Director or with any company or partnership of or in which any Director shall be a member or otherwise interested be avoided nor shall any Director so contracting be liable to account to the Company for any profit realized by such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established, but it is declared that the nature of his interest shall be disclosed as provided by Section 299 of the Act and in this respect all the provisions of Section 300 and 301 of the Act shall be duly observed and complied with. 172.A person shall not be capable of being appointed Director of the Company if:(a)he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force; (b) he is an undischarged insolvent; (c) he has applied to be adjudged an insolvent and his application is pending; (d) he has been convicted by a Court of any offence involving moral turpitude sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed form the date of expiry of the sentence; (e) he has not paid any call in respect of Shares of the Company held by him whether alone or jointly with others and six months have lapsed from the last day fixed for the payment of the call; or (f) an order disqualifying him for appointment as Director has been passed by a Court in pursuance of Section 203 of the Act and is in force; unless the leave of the Court has been obtained for his appointment in pursuance of that Section. 173.The office of Director shall become vacant if:(a) he is found to be of unsound mind by a Court of competent jurisdiction; or (b) he applies to be adjudged an insolvent; or (c) he is adjudged an insolvent; or (d) he is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for less than six months; or (e) 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 a notification in the Official Gazette removes the disqualification incurred by such failure; or (f) absents himself from three consecutive meetings of the Board of Directors, or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board; or (g) 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 director), accepts a loan, or any guarantee or security for a loan, from the Company in contravention of 260

Title of Article

Vacation of office by Directors (contd.)

Removal of Directors

Article Number and contents Section 295 of the Act; or (h) he being in any way whether directly or indirectly concerned or interested in a contract or arrangement or proposed contract or arrangement, entered into or to be entered into by or on behalf of the Company fails to disclose the nature of his concern or interest at a meeting of the Board of Directors as required by Section 299 of the Act; or (i) he becomes disqualified by an order of the Court under Section 203 of the Act; or (j) he is removed by an Ordinary Resolution of the Company before the expiry of his period of notice; or (k) if by notice in writing to the Company, he resigns his office, or (l) having been appointed as 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. 174.Notwithstanding anything contained in sub-clauses (c), (d) and (i) of Article 166. hereof, the disqualification referred to in these clauses shall not take effect: (a) for thirty days from the date of the adjudication, sentence or order; (b) where any appeal or petition is preferred within 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 of; or (c) 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 of. 175.(1) The Company may subject to the provisions of Section 284 and other applicable provisions of the Act and these Articles by Ordinary Resolution remove any Director not being a Director appointed by the Central Government in pursuance of Section 408 of the Act before the expiry of his period of office. (2) Special Notice as provided by these Articles or Section 190 of the Act; shall be required of any resolution to remove a Director under the Article or to appoint some other person in place of a Director so removed at the Meeting at which he is removed. (3) 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 a Company) shall be entitled to be heard on the resolution at the Meeting. (4) 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 reasonable length) and req ue s ts t h ei r n ot if ic at i o n t o M em b ers o f t h e Company, the Company shall, unless the representations are, received by it too late for it to do so: (a) in the notice of the resolution given to the Members of the Company state the fact of the representations having been made, and (b) send a copy of the representations to every Member of the Company to whom notice of the Meeting is sent(before or after 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 representation shall be read out at the Meeting; provided that copies of the representation need not be sent or read out at the Meeting if on 261

Title of Article

Interested Directors not to participate or vote in Board’s proceedings

Direct or may be director of companies prom ot ed by the Company Appointment of Sole Selling Agents

Article Number and contents the application, either of the Company or of any other person who claims t o b e aggrieved by the Court is satisfied that the rights concerned by this sub-clause are being abused to secure needless publicity for defamatory matter. (5) A vacancy created by the removal of the Director under this Article may, if he had been appointed by the C o m p a n y i n G e n e r al M e et i n g o r b y t h e B o a r d, i n pursuance of Article 157 or Section 262 of the Act be filled by the : appointment of another Director in his place by the Meeting at which he is removed, provided special notice of the intended appointment has been given under Article 167 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. (6) If the vacancy is not filled under sub-clause(e), it may be filled as a casual vacancy in accordance with the provisions, in so far as they are applicable of Article 157 or Section 162 of the Act, and all the provisions of that Article and Section shall apply accordingly (7) A Director who was removed from office under this Article shall not be re-appointed as a Director by the Board of Directors. (8) Nothing contained in this Article shall be taken:(a) as depriv ing a pers on remov ed hereunder of any c ompensation of damages payable to him in respect of the termination of his appointment as Director, or (b) as derogating from any power to remove a Director which may exist apart form this Article. 176.No Director shall as a Director take part in the disc ussion of or vote on any cont ract arrangement or proceedings entered into or to be entered i nto by or on behalf of the Company, if he i s i n an y way , whe t he r di re c t l y o r indirectly, concerned or interested in such contract or arrangement , not shall his presence count f or the purpose of forming a quorum at the time of any such discussion or voting, and if he does vote, his vote shall be void. Provided however, that nothing herein contained shall apply to:(a) any contract of indemnity against any loss which the Directors, or any one or more of them, may suffer by reason of becoming or being sureties or a surety for the Company; (b) any contract or arrangement entered into or to be entered into with a public company or a private company which is a subsidiary of a public company in which the interest of the Director consists solely; (i) in his being: (a) a director of such company; and (b)the holder of not more than shares of such number of value therei n as is requisit e t o qualify him for appointment as a director, thereof, he having been nominated as director by the company, or (ii) in his being a member holding not more than two percent of its paid-up share capital. 177. A Director may be or become a director of any company promoted by the Company, or in which it may be interested as a vendor, shareholder, or otherwise and no such Director shall be accountable for any benefit received as director or shareholder of such company except in so far Section 309(6) or Section 314 of the Act may be applicable. 178.(1) The appointment, re-appointment and extension of the term of a sole selling agent, shall be regulated in accordance with the provisions of Section 294 of the Act and any Rules or Notifications issued by the competent authority in accordance with that Section and the Directors and/or the Company in General Meeting may make the appointment, reappointment or extension of the term of office in accordance with and 262

Title of Article

Article Number and contents subject to the provisions of the said Section and such rules or notifications, if any, as may be applicable. (2) The payment of any compensation to a sole selling agent shall be subject to the provisions of Section 294A of the Act. ROTATION AND APPOINTMENT OF DIRECTORS

Title of Article Rotation of Directors

Retirement Directors

of

Retiring Directors

Appointment of Technical or Executive Directors

Ascertainment of Directors retiring by rotation and filling of vacancies Eligibility election Company vacancies

for

re-

to

fill

Provision in default of appointment

Article Number and contents 179. Not less than two third of the total number of Directors shall (a) be persons whose period of the office is liable to termination by retirement by rotation and (b) save as otherwise expressly provided in the Articles be appointed by the Company in General Meeting. 180. Subject to the provisions of Articles 152 and 154, the non-retiring Directors should be appointed by the Board for such period or periods as it may in its discretion deem appropriate. 181. Subject to the provisions of Section 256 of the Act and Articles 150 to 157, at every Annual General Meeting of the Company, one-third or 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 the number nearest to one-third shall retire from office. The Debenture Directors, Nominee Directors, Corporation Directors, Managing Directors if any, subject to Article 189, shall not be taken into account in determining the number of Directors to retire by rotation. In these Articles a "Retiring Director" means a Director retiring by rotation. 182.(1) The Board of Directors shall have the right from time to time to appoint any person or persons as Technical Director or Executive Director/s and remove any such persons from time to time without assigning any reason whatsoever. A Technical Director or Executive Director shall not be required to hold any qualification shares and shall not be entitled to vote at any meeting of the Board of Directors. (2) Subject to the provisions of Section 262 of the Act, if the office of any Director appointed by the Company in General Meeting vacated before his term of office will expire 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 up to the date up to which the Director in whose place he is appointed would have held office if had not been vacated as aforesaid. 183. Subject to Section 288 (5) of the Act, the Directors retiring by rotation under Article 178 at every Annual General Meeting shall be those, who have been longest in office since their last appointment, but as between those who became Directors on the same day, those who are to retire shall in default of and subject to ay agreement amongst themselves be determined by the lot. 184. A retiring Director shall be eligible for re-election and shall act as a Director through out and t i l l the conclusion of the Meeting at which he retires. 185.Subject to Sections 258, 259 and 294 of the Act, the Company at the General Meeting, at which a Director retires in manner aforesaid, may fill up the vacancy by appointing the retiring Director or some other person thereto. 186.(1) If the place of retiring Director is not so filled up and the 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. (2) If at the adjourned Meeting also, the place of the retiring Director is not filled up and the Meeting also has not expressly resolved not to fill the 263

Title of Article

Company may increase or reduce the number of Directors or remove any Director Appointment of Directors to be voted individually

Notice of candidature for office of Directors except in certain cases

Article Number and contents vacancy, the retiring Director shall be deemed to have been re-appointed at the adjourned Meeting, unless: (a) at that Meeting or the previous Meeting a resolution for the reappointment of such Director has been put to the Meeting and lost. (b) 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. (c) he is not qualified or is disqualified for appointment (d) a resolution, whether Special or Ordinary is required for his appointment or re-appointment by virtue of any provisions of the Act, or (e) the provision of the sub-section (2) of section 263 of the Act is applicable to the case. 187.Subject to the provisions of Section 252,255 and 259 of the Act, the Company may by Ordinary Resolution from time to time, increase or reduce the number of Directors and may alter qualifications. 188.(1) No motion, at any General Meeting of the Company shall be made for the appointment of two or more persons as Directors of the Company by a single resolution unless a resolution that it shall be so made has been first agreed to by the Meeting without any vote being given against it. (2) A resolution moved in contravention of clause (a) hereof shall be void, whether or not objection was taken at the time of its being so moved, provided where a resolution so moved has passed no provisions or the automatic re-appointment of retiring Directors in default of another appointment as therein before provided shall apply. (3) For the purposes of this Article, a motion for approving a person's appointment, or for nominating a person for appointment, shall be treated as a motion for his appointment. 189.(1) No person not being a retiring Director shall be eligible for election to the office of Director at any General Meeting unless he or some other Member intending to propose him has given at least fourteen days notice in writing under his hand signifying his candidature for the office of a Director or the intention of such person to propose him as Director for that office as the case may be, along with 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. (2) The Company shall inform its Members of the candidature of the person for the office of Director or the intention, of a Member to propose such person as candidate for that office by serving individual notices on the Members not less than seven days before the Meeting provided that it shall not be necessary for the Company to serve individual notices upon the Members as aforesaid if the Company advertises such candidature or intention not less than seven days before the Meeting in at least two newspapers circulating in the place where the registered office of the Company is located of which one is published in the English language and the other in the regional language of that place. (3) Every person (other than Director retiring by rotation or otherwise or person who has left at the office of the Company a notice under Section 257 of the Act signifying his candidature for the office of a Director) proposed as a candidate for the office a Director shall sign and file with the Company his consent in writing to act as a Director, if appointed. (4) A person other than a Director appointed after retirement by rotation or immediately on the expiry of his term of office, or an Additional or 264

Title of Article

Disclosure by Directors of their holdings of their Shares and debentures of the Company Votes of Body Corporate

Article Number and contents Alternate Director or a person filling a casual vacancy in the office of a Director under Section 252 of the Act ,appointed as a Director reappointed as an additional or alternate Director immediately on the expiry of his term of office shall not act as a Director of the Company unless he has within thirty days of his appointment signed and filled with the Registrar his consent in writing to act as such Director. 190. Every Director and every person deemed to be Director of the Company by virtue of sub-section (10) of Section 307 of the Act shall give notice to the Company of such matters relating to himself as may be necessary for the purpose of enabling the Company to comply with the provisions of that Section. Any such notice shall be given in writing and if it is not given at a meeting of the Board the person giving the notice shall take all reasonable steps to secure that it is brought up and read at the next meeting of the Board after it is given. 191. A body corporate, whether a company within the meaning of the Act or not, which is a member of the Company, may by resolution of its Board of Directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company and the persons so authorized shall be entitled to exercise the same rights and poser (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise as if it were as individual member of the company and the production of a copy of the Minutes of such resolution certified by a director or the copy of the Minutes of such resolution certified by a Director or the or the Secretary of such body corporate as being a true copy of the Minutes of such resolution shall be accepted as sufficient evidence of the validity of the said representative’s appointment and of his right to vote. CHAIRMAN / MANAGING DIRECTOR

Title of Article Rights of Promoter (s) and Promoter Group to Appoint Chairman:

Powers to appoint Managing Director

Article Number and contents 192.The Promoter(s) and Promoter Group shall as long as they, jointly and severally, holds not less than 26% of the total paid up share capital of the Company for the time being, be entitled by notice in writing addressed to the Company to appoint any Director as Chairman of the Board of Directors of the Company and to cancel such appointment and on a vacancy being caused in such office from any cause whatsoever whether by such cancellation or by resignation, retirement, death, removal or otherwise, of any such person so appointed, to appoint any Director to fill such vacancy. Any appointment or cancellation of the Director under this Article shall become effective forthwith upon receipt by the Company of the writing aforesaid. 193. 1. The Promoter(s) and Promoter Group shall as long as they, jointly and severally, holds not less than 26% of the total paid up share capital of the Company for the time being, be entitled by notice in writing addressed to the Company to appoint a Director appointed by it pursuant to the provisions of the Article 149 of Articles of Association as the Managing Director of the Company and to remove such person from office and on a vacancy being caused in such office from any cause whatsoever whether by such cancellation or by resignation, retirement, death, removal or otherwise, of any such person so appointed, to appoint any Director to fill such vacancy. An appointment or removal of the Director under this Article shall become effective forthwith upon receipt by the Company of the writing aforesaid. 2. Subject to the superintendence, direction, control of the Board, the Managing Director, shall have the Management of the affairs of the 265

Title of Article

Remuneration of Managing Director

Special position of Managing Director

Powers of Managing Director

Appointment and powers of Manager

Article Number and contents Company. The remuneration of the Managing Director shall be such as may be determined by the Board from time to time and may be by way of monthly payment fee for such meeting or participation in profits or by any or all these modes or any other mode not expressly prohibited by the Act. 194.Subject to the provisions of Sections 309, 310 and 311 of the Act, a Managing Director shall, in addition to any remuneration that might be payable to him as a Director of the Company under these Articles, receive such remuneration as may from time to time be approved by the Company. 195.Subject to any contract between him and the Company, a Managing or Wholetime Director shall not, while he continues to hold that office, be subject to retirement by rotation and he shall not be reckoned as a Director for the purpose of determining the rotation of retirement of Directors or in fixing the number of Directors to retire but (subject to the provision of any contract between him and the Company), he shall be subject to the same provisions as to resignation and removal as the Directors of the Company and shall, ipso facto and immediately, cease to be a Managing Director if he ceases to hold the office of Director from any cause. 196.The Director may from time to time entrust to and confer upon a Managing Director or Wholetime Director for the time being such of the powers exercisable under these provisions by the Directors, as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as they think expedient, and they may confer such powers, either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Directors in that behalf and from time to time, revoke, withdraw, alter, or vary all or any of such powers. 197.The Company’s General Meeting may also from time to time appoint any Managing Director or Managing Directors or Wholetime Director or Wholetime Directors of the Company and may exercise all the powers referred to in these Articles. 198. Receipts signed by the Managing Director for any moneys, goods or property received in the usual course of business of the Company or for any money, goods, or property lent to or belonging to the Company shall be an official discharge on behalf of and against the Company for the money, funds or property which in such receipts shall be acknowledged to be received and the persons paying such moneys shall not be bound to see to the application or be answerable for any misapplication thereof. The Managing Director shall also have the power to sign and accept and endorse cheques on behalf of the Company. 199. The Managing Director shall be entitled to sub-delegate (with the sanction of the Directors where necessary) all or any of the powers, authorities and discretions for the time being vested in him in particular from time to time by the appointment of any attorney or attorneys for the management and transaction of the affairs of the Company in any specified locality in such manner as they may think fit. 200. Notwithstanding anything contained in these Articles, the Managing Director is expressly allowed generally to work for and contract with the Company and especially to do the work of Managing Director and also to do any work for the Company upon such terms and conditions and for such remuneration (subject to the provisions of the Act) as may from time to time be agreed between him and the Directors of the Company. 201 The Board may, from time to time, appoint any Manager (under Section 2(24) of the Act) to manage the affairs of the Company. The Board may from time to time entrust to and confer upon a Manager such of the powers exercisable under these Articles by the Directors, as they may think fit, and may, confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and 266

Title of Article

Article Number and contents conditions and with such restrictions as they think expedient. WHOLE TIME DIRECTOR

Title of Article Power to appoint Whole Time Director and/or Whole-time Directors

To what provisions Whole time Directors shall subject

Seniority of Whole Time Director and Managing Director

Article Number and contents 202.Subject to the provisions of the Act and of these Articles, the Board may from time to time with such sanction of the Central Government as may be required by law appoint one or more of its Director/s or other person/s as Whole-Time Director or Whole-Time Directors of the Company out of the Directors/ persons nominated under Article only either for a fixed term that the Board may determine or permanently for life time upon such terms and conditions as the Board may determine or permanently for life time upon such terms and conditions as the Board thinks fit. The Board may by ordinary resolution and / or an agreement/s vest in such Whole-Time Director or Whole Time Directors such of the powers authorities and functions hereby vested in the Board generally as it thinks fit and such powers may be made exercisable and for such period of periods and upon such conditions and subject to such restrictions as it may be determined or specified by the Board and the Board has the powers to revoke, withdraw, alter or vary all or any of such powers and / or remove or dismiss him or them and appoint another or others in his or their place or places again out of the Directors / persons nominated under Article 198 only. The Whole Time Director or Whole Time Directors will be entitled for remuneration as may be fixed and determined by the Board from time to time either by way of ordinary resolution or a Court act/s or an agreement/s under such terms not expressly prohibited by the Act. 203.Subject to the provisions of Section 255 of the Act and these Articles, a Whole Time Director or Whole Time Director shall not, while he/they continue to hold that office, be liable to retirement by rotation but (subject to the provisions of any contract between him/they and the Company) he/ they shall be subject to the same provision as to resignation and removal as the other Directors, and he/they shall ipso facto and immediately ceases or otherwise under the sees to hold the office of Director/s for any reason whatsoever save that if he/they shall vacate office whether by retirement, by rotation or otherwise under the provisions of the Act any Annual General Meeting and shall be re-appointed as a Director of Directors at the same meeting he/they shall not by reason only of such vacation, cease to be a Whole Time Director or Whole Time Directors. 204. If at any time the total number of Managing Directors and Whole Time Directors is more than one-third who shall retire shall be determined by and in accordance with their respective seniorities. For the purpose of this Article the seniorities of the Whole Time Directors and Managing Directors shall be determined by the date of their respective appointments as Whole Time Directors and Managing Directors of the Company PROCEEDINGS OF THE BOARD OF DIRECTORS

Title of Article Meeting of Directors

Article Number and contents 205.The Directors may meet together as a Board for the dispatch of business from time to time, and unless the Central Government by virtue of the provisions of Section 285 of the Act allow otherwise, Directors shall so meet at least once in every three months and atleast four such Meetings shall be held in every year. The Directors may adjourn and otherwise regulate their Meetings as they think fit. The provisions of this Article shall not be deemed to have been contravened merely by reason of the fact that the meeting of the Board which had been called in compliance with the terms of this Article could not be held for want of a quorum. 267

Title of Article Quorum

Procedure when Meeting adjourned for want of quorum

Chairman of Meeting

Question at Board meeting how decided

Article Number and contents 206.1. (1) Subject to Section 287 of the Act the quorum for a meeting of the Board of Directors shall be one-third of its total strength (excluding Directors, if any, whose place may be vacant at the time and any fraction contained in that one third being rounded off as one) or two Directors whichever is higher. PROVIDED that where at any time the number of interested Directors at any meeting exceeds or is equal to two-third of the Total Strength, the number of the remaining Directors that is to say, the number of remaining who are not interested) present at the Meeting being not less than two shall be the quorum during such time. (2)for the purpose of clause(1) (a)"Total Strength" means total strength of the Board of Directors of the Company determined in pursuance of the Act after deducting there from number of the Directors if any, whose places may be vacant at the time, and (b) “Interested Directors” means any Directors whose presence cannot by reason of any provisions in the Act count for the purpose of forming a quorum at a meeting of the Board at the time of the discussion or vote on any matter. 207.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, unless otherwise adjourned to a specific date, time and place. 208. The Chairman of the Board of Directors shall be the Chairman of the meetings of Directors, provided that if the Chairman of the Board of Directors is not present within five minutes after the appointed time for holding the same, meeting of the Director shall choose one of their members to be Chairman of such Meeting. 209.Subject to the provisions of Section 316, 372(5) and 386 of the Act, questions arising at any meeting of the Board or in resolution to be passed by circular shall be decided by a majority of votes, and in case of any equality of votes, the Chairman shall have a second or casting vote; provided, however, that no resolution (whether passed at meeting or by circular) shall be deemed to have been passed unless a Director appointed by the Promoter(s) and Promoter Group under Article 149 or his alternate Director designated by the Promoter(s) and Promoter Group for the purpose of this article has voted in favour of this resolution . 210.The following item of business shall not be included in the Agenda of the meeting of the Board of Directors or transacted unless prior written approval of a director appointed/nominated by the Promoter(s) and Promoter Group under Article 149 has been obtained: Alteration in the capital structure of the Company by way of issue of bonus shares, rights issue, issue of preference shares, debentures, buy back of shares, conversion, capital reduction etc.; issue of or cancellation o any ‘Securities’, as defined under the Securities Contracts (Regulation) act, 1956, including (i) grant of employee stock options or issue of sweat equity shares by the Company, (ii) preferential issue of shares of the Company; Declaration of or recommendation of any dividend;Any decision on (i) restructuring of the Company (including, without limitation, any amalgamation, merger, de-merger, reverse mergers, takeovers, acquisitions, consolidations, compromise and arrangements, joint ventures, partnerships, etc.) (ii) voluntary liquidation, dissolution or winding up of the Company; Borrowing of funds; Purchase or sale of land and building;Leasing of or lease out of land and/or building in excess of annual term for rental exceeding INR 100 million;To create charge on the properties of the company, present or future, by way of mortgage or hypothecation or any other methods; Investment in ‘securities’ and issue 268

Title of Article

Powers meeting

of

Board

Directors may appoint Committee

Meeting of the Committee how to be governed

Circular resolution

Acts of Board or Committee valid notwithstanding defect in appointment

Article Number and contents of guarantees on behalf of third party;Agreements for receiving or imparting technical know-how, intellectual property rights such as patents, copyrights, designs, trademarks etc.;Capital expenditures involving expansions, diversification in manufacturing operations and making strategic investments by the Company beyond the scope of its yearly budgets and/or powers delegated to the Managing Director in this behalf; Deviation from accounting policy and practices including rates of depreciation and amortization; Approving financial budgets and operating plans and any modifications of such budgets or plans; Appointments, reappointments and fixing of remuneration of Managing Director, whole Time Director and Executive Directors; Any amendments to the Memorandum and Articles of association of the Company. 211. A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions which by or under the Act, or the Articles for the time being of the Company which are vested in or exercisable by the Board of Directors generally. 212. The Board of Directors may subject to the provisions of Section 292 and other relevant provisions of the Act, and of these Articles delegate any of the powers other than the powers to make calls and to issue debentures to such Committee or Committees and may from time to time revoke and discharge any such Committee of the Board, either wholly or in part and either as to the persons or purposes, but every Committee of the Board so formed shall in exercise of the powers so delegated conform to any regulation(s) that may from time to time be imposed on it by the Board of Directors. All acts done by any such Committee of the Board in conformity with such regulations and in fulfillment of the purpose of their appointments, but not otherwise, shall have the like force and effect, as if done by the Board. Provided that every such committee shall have as one of its member the Director referred to in Article 152 or his alternate Director. 213.The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding article. Quorum for the Committee meetings shall be two. 214.(1) A resolution passed by circulation without a meeting of the Board or a Committee of the Board appointed under Article 208 shall subject to the provisions of sub-clause (b) hereof and the Act, be as valid and effectual as the resolution duly passed at a meeting of Directors or of a Committee duly called and held. (2) A resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation if the resolution has been circulated in draft together with necessary papers if any to all the Directors, or to all the members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee as the case may be) and to all other Directors or members of the Committee at their usual addresses in India or to such other addresses outside India s p e c i f i e d by any such Directors or members of the Committee and has been approved by such of the Directors or members of the Committee, as are then in India, or by a majority of such of them as are entitled to vote on the resolution. 215.All acts done by any meeting of the Board or by a Committee of the Board 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 one or more of such Directors or any person acting as aforesaid; or that they or any of them were disqualified or had vacated office or that the appointment of any of them is deemed to be terminated 269

Title of Article

Article Number and contents by virtue of any provision contained in the Act or in these Articles, be as valid as if every such person had been duly appointed and was qualified to be a Director; provided nothing in the Article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated. POWERS OF THE BOARD

Title of Article General powers of management vested in the Board of Directors

Certain powers to be exercised by the

Article Number and contents 216.The Board may exercise all such powers of the Company and do all such acts and things as are not, by the Act, or any other Act or by the Memorandum or by the Articles of the Company required to be exercised by the Company in General Meeting, subject nevertheless to these Articles, to the provisions of the Act, or any other Act and to such regulations being not inconsistent with the aforesaid Articles, as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. PROVIDED THAT the Board shall not, except with the consent of the Company in General Meeting :(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 debut 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 or 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 cannot be carried on or can be carried on only with difficulty or only after a considerable time; (d) borrow moneys 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 per cent of its average net profits as determined in accordance with the provisions of Section 349 and 350 of the Act during the three financial years immediately preceding whichever is greater, provided that the Company in the General Meeting or the Board of Directors shall not contribute any amount to any political party or for any political purposes to any individual or body; (i) Provided that in respect of the matter referred to in clause (d) and clause (e) such consent shall be obtained by a resolution of the Company which shall specify the total amount upto which moneys may be borrowed by the Board under clause (d) of as the case may be total amount which may be contributed to charitable or other funds in a financial year under clause (e); (ii) Provided further that the expression “temporary loans” in clause (d) above shall mean loans repayable on demand or within six months from the date of the loan such as short term cash credit arrangements, the discounting of bills and the issue of other short term loans of a seasonal character, but does not include loans raised for the purpose of financing expenditure of a capital nature. 217.(1) Without derogating from the powers vested in the Board of Directors under these Articles, the Board shall exercise the following 270

Title of Article Board only Meetings

Certain powers of the Board

at

Article Number and contents powers on behalf of the Company and they shall do so only by means of resolutions passed at the meeting of the Board; (a) the power to make calls, on shareholders in respect of money unpaid on their Shares, (b) the power to issue Debentures, (c) the power to borrow moneys otherwise than on Debentures, (d) the power to invest the funds of the Company, and (e) the power to make loans PROVIDED THAT the Board may, by resolution passed at a Meeting, delegate to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the Company, the powers specified in sub-clause (c) (d) and (e) to the extent specified below: (2) Every resolution delegating the power referred to in sub-clause (1) (c) above shall specify the total amount outstanding at any one time, upto which moneys may be borrowed by the delegate. (3) Every resolution delegating the power referred to in sub-clause (1) (d) above 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. (4) Every resolution delegating the power referred to in sub-clause (1) (e)above shall specify the total amount upto which loans may be made and the maximum amount of loans which may be made for each such purpose in individual cases. 218.Without prejudice to the general powers conferred by the last preceding Article and so as not in any way to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the following powers, that is to say, power: (a) To pay the cost, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. (b) To pay and charge to the capital account of the Company any commission or interest lawfully payable thereon under the provisions of Sections 76 and 208 of the Act. (c) Subject to Section 292 and 297 and other provisions applicable of the Act to purchase or otherwise acquire for the Company any property, right or privileges which the Company is authorised to acquire, 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 other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory. (d) At their discretion and subject to the provisions of the Act to pay for any property, rights or privileges acquired by or services rendered to the Company, either wholly or partially in cash or in share, bonds, debentures, mortgages, or otherwise 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, mortgages 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. (e) To secure the fulfillment of any contracts or engagement entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such manner as they may think fit. 271

Title of Article

Article Number and contents (f) To accept from any Member, as far as may be permissible by law to a surrender of his Shares or any part thereof, on such terms and conditions as shall be agreed. (g) To appoint any person to accept and hold in trust for the Company any property belonging to the Company, in which it is interested, or for any other purpose and to execute and do all such deeds and things as may be required in relation to any trust, and to provide for the remuneration of such trustee or trustees. (h) 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 to compound and allow time for payment or satisfaction of any debts due and of any claim or demands by or against the Company and to refer any differences to arbitration and observe and perform any awards made thereon either according to Indian law or according to foreign law and either in India or abroad and to observe and perform or challenge any award made thereon. (i) To act on behalf of the Company in all matters relating to bankruptcy and insolvency, winding up and liquidation of companies. (j) To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company. (k) Subject to the provisions of Sections 291, 292, 295, 370,372 and all other applicable provisions of the Act, to invest and deal with any moneys of the Company not immediately required for the purpose thereof upon such security (not being Shares of this Company), or without security and in such manner as they may think fit and from time to time vary or realise such investments. Save as provided in Section 49 of the Act, all investments shall be made and held in the Company’s own name. (l) 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 whether as principal or surety, for the benefit of the Company, such mortgages of the Company’s property (present and future) as they think fit, and any such mortgage may contain a power of sale and such other powers, provisions, covenants and agreements as shall be agreed upon. (m) To open bank account and to determine from time to time who shall be entitled to sign, on the Company’s behalf, bills, notes, receipts, acceptances, endorsem*nts, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purpose. (n) To distribute by way of bonus amongst the staff of the Company a Share or Shares in the profits of the Company and to give to any, Director, officer or other person employed by the Company a commission on the profits of any particular business or transaction, and to charge such bonus or commission as a part of the working expenses of the Company. (o) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company and their wives, widows and families or the dependents or connections of such persons, by building or contributing to the building of houses, dwelling or chawls, or by grants of moneys, pension, gratuities, allowances, bonus or other payments, or by creating and from 272

Title of Article

Article Number and contents time to time subscribing or contributing, to provide other associations, institutions, funds or trusts and by providing or subscribing or contributing towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board shall think fit and subject to the provision of Section 293(1)(e) of the Act, to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or object which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation, or of the public and general utility or otherwise. (p) Before recommending any dividend, to set aside out of the profits of the Company such sums as they may think proper for depreciation or to depreciation fund, or to an insurance fund, or as reserve fund or any special fund to meet contingencies or to repay redeemable preference shares or debentures or debenture stock, or for special dividends or for equalising dividends or for repairing, improving, extending and maintaining any of the property of the Company and for such other purposes (including the purpose referred to in the preceding clause), as the Board may in their absolute discretion, think conducive to the interest of the Company and subject to Section 292 of the Act, to invest several sums so set aside or so much thereof as required to be invested, upon such investments (other than Shares of the Company) as they 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 such part thereof for the benefit of the Company, in such a manner and for such purposes as the Board in their absolute discretion, think conducive to the interest of the Company notwithstanding that the matters to which the Board apply or upon which they expend the same or any part thereof or upon which the capital moneys of the Company might rightly be applied or expended; and to divide the general reserve or reserve fund into such special funds as the Board may think fit with full power to transfer the whole or any portion of reserve fund or division of a reserve fund and with full power to employ the assets constituting all or any of the above funds, including the depreciation fund, in the business of the Company or in the purchase or repayment of redeemable preference shares or debentures or debenture stock, and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with power however, to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper. (q) To appoint, and at their discretion, remove or suspend, such general managers, managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisors, research workers, labourers, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit and to determine their powers and duties, and fix their salaries or emoluments or remuneration, and to require security in such instances and to such amount as they may think fit. And also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think and the provisions contained in the four next 273

Title of Article

Article Number and contents following sub-clauses shall be without prejudice to the general conferred by this sub-clause. (r) To appoint or authorize appointment of officers, clerks and servants for permanent or temporary or special services as the Board may from time to time think fit and to determine their powers and duties and to fix their salaries and emoluments and to require securities in such instances and of such amounts as the Board may think fit and to remove or suspend any such officers, clerks and servants. Provided further that the Board may delegate matters relating to allocation of duties, functions, reporting etc. of such persons to the Managing Director or Manager. (s) From time to time and at any time to establish any local Board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint any person to be members of such local Boards, and to fix their remuneration or salaries or emoluments. (t) Subject to Section 292 of the Act, from time to time and at any time to delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in the Board, other than their power to make calls or to make loans or borrow money, and to authorise the members for the time being of any such local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms and subject to such terms and subject to such conditions as the Board may think fit, and Board may at any time remove any person so appointed, and may annul or vary any such delegation. (u) At any time and from time to time by Power of Attorney under the Seal of the Company, to appoint any person or person 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 Board under these presents and subject to the provisions of Section 292 of the Act) and for such period and subject to such conditions as the Board may from time to time think fit; and any such appointment may (if the Board thinks fit) be made in favour of any company, or the shareholders, directors, nominees, or managers of any company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such Attorneys as the Board may think fit, and may contain powers enabling any 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. (v) Subject to Sections 294 and 297 and other applicable provisions of the Act, for or in relation to any of the matters aforesaid or, otherwise for the purposes of the Company to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient. (w) From time to time to make, vary and repeal bye-laws for the regulations of the business of the Company, its officers and servants. (x) To purchase or otherwise acquire any land, buildings, machinery, premises, hereditaments, property, effects, assets, 274

Title of Article

Article Number and contents rights, credits, royalties, business and goodwill of any joint stock company carrying on the business which the Company is authorized to carry on in any part of India. (y) To purchase, take on lease, for any term or terms of years, or otherwise acquire any factories or any land or lands, with or without buildings and out-houses thereon, situated 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. (z) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as it may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable 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. (aa) To purchase or otherwise acquire or obtain license for the use of and to sell, exchange or grant license for the use of any trade mark, patent, invention or technical know-how. (bb) To sell from time to time any Articles, materials, machinery, plants, stores and other Articles and thing belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste and by-products. (cc) From time to time to extend the business and undertaking of the Company by adding, altering or enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the time being the property of or in the possession of the Company, or by erecting new or additional buildings, and to expend such sum of money for the purpose aforesaid or any of them as they be thought necessary or expedient. (dd) To undertake on behalf of the Company any payment of rents and the performance of the covenants, conditions and agreements contained in or reserved by any lease that may be granted or assigned to or otherwise acquired by the Company and to purchase the reversion or reversions, and otherwise to acquire on free hold sample of all or any of the lands of the Company for the time being held under lease or for an estate less than freehold estate. (ee) To improve, manage, develop, exchange, lease, sell, resell and re-purchase, dispose off, deal or otherwise turn to account, any property (movable or immovable) or any rights or privileges belonging to or at the disposal of the Company or in which the Company is interested. (ff) To let, sell or otherwise dispose of subject to the provisions of Section 293 of the Act and of the other Articles any property of the Company, either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as it thinks fit and to accept payment in satisfaction for the same in cash or otherwise as it thinks fit. (gg) Generally subject to the provisions of the Act and these Articles, to delegate the powers/authorities and discretions vested in the Directors to any person(s), firm, company or fluctuating body of persons as aforesaid. (hh) To comply with the requirements of any local law which in their opinion it shall in the interest of the Company be necessary or 275

Title of Article

Article Number and contents expedient to comply with. MANAGEMENT

Title of Article Prohibition of simultaneous appointment of different categories of managerial personnel

Title of Article Minutes to be made

Minutes evidence proceeds

to of

be the

Books of minutes of General Meeting to be kept Presumptions

Article Number and contents 219.The Company shall not appoint or employ at the same time more than one of the following categories of managerial personnel namely :a) Managing Director and b) Manager. MINUTES Article Number and contents 220.(1) The Company shall cause minutes of all proceedings of General Meeting and of all proceedings of every meeting of the Board of Directors or every Committee thereof within thirty days of the conclusion of every such meeting concerned by making entries thereof in books kept for that purpose with their pages consecutively numbered. (2) Each page of every such books 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: (a) in the case of minutes of proceedings of a meeting of Board or of a Committee thereof by the Chairman of the said meeting or the Chairman of the next succeeding meeting. (b) in the case of minutes of proceeding of the General Meeting, by the 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 authorized by the Board for the purpose. 221.(a) The minutes of proceedings of every General Meeting and of the proceedings of every meeting of the Board or every Committee kept in accordance with the provisions of Section 193 of the Act shall be evidence of the proceedings recorded therein. (b) The books containing the aforesaid minutes shall be kept at the Registered Office of the Company and be open to the inspection of any Member without charge as provided in Section 196 of the Act and any Member shall be furnished with a copy of any minutes in accordance with the terms of that Section. 222. Where the minutes of the proceedings of any General Meeting of the Company or of any meeting of the Board or of a Committee of Directors have been kept in accordance with the provisions of Section 193 of the Act, until the contrary is proved, the meeting shall be deemed to have been duly called and held, all proceedings thereat to have been duly taken place and in particular all appointments of Directors or Liquidators made at the meeting shall be deemed to be valid. THE SECRETARY

Title of Article Secretary

Article Number and contents 223. The Directors may from time to time appoint, and at their discretion, remove any individual, (hereinafter called “the Secretary”) to perform any functions, which by the Act are to be performed by the Secretary, and to execute any other ministerial or administrative duties, which may from time to time be assigned to the Secretary by the Directors. The Directors may also at any time appoint some person (who need not be the Secretary) to keep the registers required to be kept by the Company. The appointment of Secretary shall be made according to the provisions of the Companies (Appointment and 276

Title of Article

Article Number and contents Qualifications of Secretary) Rules, 1988.

The Seal, its custody and use

224. 1. Seal The Board 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. 2. Common Seal for use outside India The Board may for the purpose of use of the Common Seal outside India, cause a facsimile of the Common Seal to be made and authorize the use of it in the manner provided under Section 50 of the Companies Act, 1956 (c) Safe Custody of Seal The Common Seal shall be in the safe custody of the Director or the Secretary for the time being of the Company. (d) Affixing of Seal on deeds and instruments’ On every deed or instrument on which the Common Seal of the Company is required to be affixed, the Seal be affixed in the presence of a Director or a Secretary or in the absence of a Secretary, any other person or persons Authorised in this behalf by the Board, who shall sign every such deed or instrument to which the Seal shall be affixed. (e) Affixing of Seal on Share Certificates Notwithstanding anything contained in Clause (d) above, the Seal on Share Certificates shall be affixed in the presence of such persons as are Authorised from time to time to sign the Share Certificates in accordance with the provisions of the Companies (Issue of Share Certificates) Rules in force for the time being. DIVIDENDS AND CAPITALISATION OF RESERVES

Title of Article Division of profits

Article Number and contents 225.(1) Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the Shares in respect whereof the dividend is paid but if and so long as nothing is paid upon any of Share in the Company, dividends may be declared and paid according to the amounts of the Shares;

The Company at General Meeting may declare dividend

Dividends profits only

out

of

(2) No amount paid or credited as paid on a Share in advance of calls shall be treated for the purpose of this Article as paid on the Shares. 226. The Company in General Meeting may declare dividends, to be paid to Members according to their respective rights and interest in the profits and may fix the time for payment and the Company shall comply with the provisions of Section 207 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors. However, the Company may declare a smaller dividend than that recommended by the Board in General Meeting. 227. No dividend shall be payable except out of profits of the Company arrived at the manner provided for in Section 205 of the Act.

277

Title of Article Interim dividend Debts may deducted

be

Capital paid-up in advance to carry interest, not the right to earn dividend Dividends in proportion to amounts paid-up No Member to receive dividend while indebted to the Company and the Company’s right in respect thereof Effect of transfer of Shares Dividend to joint holders Dividend remitted

how

Notice of dividend Reserves

Dividend to be paid within time required

Article Number and contents 228. The Board of Directors may from time to time pay to the Members such interim dividends as in their judgment the position of the Company justifies. 229.(1) The Directors may retain any dividends on which the Company has a lien and may apply the same in or towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists. (2) The Board of Directors may retain the dividend payable upon Shares in respect of which any person is, under the Transmission Article, entitled to become a Member or which any person under that Article is entitled to transfer until such person shall become a Member or shall duly transfer the same. 230. Where the capital is paid in advance of the 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. 231. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividend is paid, but if any Share is issued on terms provided that it shall rank for dividends as from a particular date such Share shall rank for dividend accordingly. 232. No Member shall be entitled to receive payment of any interest or dividend or bonus in respect of his Share or Shares, whilst any money may be due or owing from him to the Company in respect of such Share or Shares (or otherwise however either alone of jointly with any other person or persons) and the Board of Directors may deduct from the interest or dividend to any Member all such sums of money so due from him to the Company. 233. A transfer of Shares shall not pass the right to any dividend declared therein before the registration of the transfer. 234. Any one of several persons who are registered as joint holders of any Shares may give effectual receipts for all dividends or bonus and payments on account of dividends in respect of such Shares. 235. The dividend payable in cash may be paid by cheque or warrant sent through post directly to registered address of the shareholder entitled to the payment of the div idend or i n c ase of joint holders t o t he registered address of that one of the joint holders who is first named on the Register of Members or to such person and to such address as the holder or joint holders may in writing direct. The Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transit or for any dividend lost, to the Member or person entitled thereto by forged endorsem*nt of any cheque or warrant or forged signature on any pay slip or receipt or the fraudulent recovery of the dividend by any other means. 236. Notice of the declaration of any dividend whether interim or otherwise shall be given to the registered holders of Share in the manner herein provided. 237.The Directors may, before recommending or declaring any dividend set aside out of the profits of the Company such sums as they think proper as reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies or for any other purposes to which the profits of the Company may be properly applied and pending such application, may at the like discretion, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit. 238. The Company shall pay the dividend, or send the warrant in respect thereof to the shareholders entitled to the payment of 278

Title of Article by law.

Unpaid or unclaimed dividend

Article Number and contents dividend, within such time as may be required by law from the date of the declaration unless:(a) where the dividend could not be paid by reason of the operation on any law; or (b) where a shareholder has given directions regarding the payment of the dividend and those directions cannot be complied with; or (c) where there is dispute regarding the right to receive the dividend; or (d) where the dividend has been lawfully adjusted by the Company against any sum due to it from shareholder; or (e) where for any other reason, the failure to pay the dividend or to post the warrant within the period aforesaid was not due to any default on the part of the Company. 239. (1)Where the Company has declared a dividend but which has not been paid or claimed within 30 days from the date of declaration, to any shareholder entitled to the payment of dividend, the Company shall within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of thirty days, to a special account to be opened by the Company in that behalf in any scheduled bank, to be called “the Unpaid Dividend Account of Ace Tours Worldwide Limited”. (2)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 Fund known as Investor Education and Protection Fund established under section 205C of the Act.

(3)No unclaimed or unpaid divided shall be forfeited by the Board and no unpaid dividend shall bear interest as against the Company. Set-off of calls 240. Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on the Members of such against dividends amount as the Meeting fixes but so that the call on each Member shall not exceed the dividend payable to him, and 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. Dividends in cash 241. No dividends shall be payable except in cash, provided that nothing in this Article shall be deemed to prohibit the capitalisation of the profits 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 Members of the Company. Capitalisation 242. (1)The Company in General Meeting may, upon the recommendation of the Board, resolve: (a) That is desirable to capitalise any part of the amount for the time being standing to the credit of the Company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and (b) That such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the Members who would have been entitled thereto, if distributed by way of dividend and in the same proportion. (2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in clause (3) either in or towards; (a) paying up any amount for the time being unpaid on any Shares held by such Members respectively, or (b) paying up in full unissued Shares of the Company to be allocated and distributed, credited as fully paid up, to and amongst Members in the proportion aforesaid, or 279

Title of Article

Article Number and contents (c) partly in the way specified in sub clause (a) and partly in that specified in sub-clause(b) (3) A security premium account and capital redemption reserve account may, for the purpose of this Article, only be applied in the paying up of unissued Shares to be issued to Members of the Company as fully paid bonus shares.

Board to give effect

243. The Board shall give effect to the resolution passed by the Company in pursuance of above Article. 244.(1) Whenever such a resolution as aforesaid shall have been passed, the Board shall; 1. (a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid Shares and 2. (b) Generally do all acts and things required to give effect thereto. (2)The Board shall have full power: (a) to make such provision by the issue of fractional cash certificate or by payment in cash or otherwise as it thinks fit, in the case of Shares becoming distributable in fractions, also (b) to authorise any person to enter, on behalf of all the Members entitled thereto, into an agreement with the C o m p a n y p r o v i d i n g f o r t h e al l ot m e n t t o t h e m respectively, credited as fully paid up, of any further Shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment by the Company on their behalf by the application thereof of the respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing Shares. (3) Any agreement made under such authority shall be effective and binding on all such Members. (4)That for the purpose of giving effect to any resolution, under the preceding paragraph of this Article, the Directors may give such directions as may be necessary and settle any question or difficulties that may arise in regard to any issue including distribution of new Shares and fractional certificates as they think fit.

Fractional certificates

ACCOUNTS Title of Article Books to be kept

Article Number and Contents 245.(1) The Company shall keep at its Registered Office proper books of account as would give a true and fair view of the state of affairs of the Company or its transactions with respect to: all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place all sales and purchases of goods by the Company the assets and liabilities of the Company and if so required by the Central Government, such particulars relating to utilisation of material or labour or to other items of cost as may be prescribed by the Government 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 decides 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. (2)Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have complied with the provisions of clause (1) if proper books of account relating to the transaction effected at t he br an c h a r e k e pt at t hat of fic e a nd prop er summarised returns, made upto date at intervals of not more than three months, are sent by the branch office to the Company at its Registered Office 280

Title of Article

Inspection Members

by

Statements of accounts to be furnished to General Meeting

Right of Members or others to copies of balance sheet and Auditors’ report and statement under Section 219

Accounts audited Appointment Auditors

to

Article Number and Contents or the other place referred to in sub-clause (1). The books of accounts and other books and papers shall be open to inspection by any Director during business hours. 246. No Members (not being a Director) shall have any right of inspecting any account books or documents of the Company except as allowed by law or authorised by the Board. 247. The Board of Directors shall from time to time in accordance with Sections 210, 211, 212, 216 and 217 of the Act, cause to be prepared and laid 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 under the provisions of the Act. 248. (1) The Company shall comply with the requirements of Section 219 of the Act. (2) The copies of every balance sheet including the Profit & Loss Account, the Auditors' Report and every other document required 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 21 days before the Annual General Meeting.

A statement containing the salient features of such documents in the prescribed form or copies of the documents aforesaid, as the Company may deem fit will be sent to every Member of the Company and to every trustee of the holders of any Debentures issued by the Company not less than 21 days before the date of the Meeting. be 249. Once at least in every year the accounts of the Company shall be examined, balanced and audited and the correctness of the profit and loss Account and the balance sheet ascertained by one or more Auditor or Auditors. of 250. (1) Auditors shall be appointed and t h e i r qualifications, rights and duties regulated in accordance with Section 224 to 229 and 231 of the Act. (2) The Company shall at each Annual General Meeting appoint an Auditor or Auditors to hold office from 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 the Auditor so appointed unless he is a retiring Auditor. (3) At any Annual General Meeting a retiring Auditor by whatsoever authority appointed shall be reappointed unless: (a) he is not qualified for re-appointment; (b) he has given to the Company notice in writing of his unwillingness to be re-appointed; (c) a resol ution has been passed at t hat Meeting appointing some body instead of him or providing expressly that he shall not be re-appointed; or (d) 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. (4) Where at any Annual General Meeting no Auditors are appointed or re-appointed, the Central Government may appoint a person to fill the vacancy. (5)The Company shall within seven days of the central government's power under sub-clause (4) becoming exercisable give notice of that fact to that Government. (6) The Directors may fill any casual vacancy in the office of Auditors, but while any such vacancy continues, the surviving or continuing 281

Title of Article

Accounts when audited and approved to be conclusive except as to errors discovered within 3 months

Article Number and Contents Auditor or Auditors (if any) may act but where such vacancy is caused by the resignation of art Auditor, the vacancy shall only be filled by the Company in General Meeting. (7) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual General Meeting unless a special notice of a resolution for appointment of that person to the office of Auditor has 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 retiring Auditor and shall give notice thereof, to the Members in accordance with Section 190 of the Act and all the other provisions of Section 225 of the Act shall apply in the matter. The provisions of this sub-clause shall also apply to a resolution that retiring Auditor shall not be re-appointed. 251. Every account when audited and approved by a General Meeting shall be conclusive except as regards any errors discovered therein within the next three months after the approval thereof. Whenever any such error is discovered within that period, the account shall be corrected, and amendments effected by the Directors in pursuance of this Article shall be placed before the Members in General Meeting for their consideration and approval and, on such approval, shall be conclusive. DOCUMENTS AND NOTICES

Title of Article To whom documents must be served or given

Members bound by documents or notices served on or given to previous holders Service of documents on the Company Authentication documents proceedings

of and

Article Number and Contents 252. Document or notice of every Meeting shall be served or given on or to (a) every Member (b) every person entitled to a Share in consequence of the death or insolvency of a Member and (c) the Auditor or Auditors for the time being of the Company, PROVIDED that when the notice of the Meeting is given by advertising the same in newspaper circulating in the neighborhood of the office of the Company under Article 111, a statement of material facts referred to in Article 102 need not be annexed to the notice, as is required by that Article, but it shall merely be mentioned in the advertisem*nt that the statement has been forwarded to the Members of the Company. 253. Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any Share, shall be bound by every document or notice in respect of such Share, which prior to his name and address being entered in the Register of Members shall have been duly served on or given to the person from whom he derived, his title to such Share. 254. A document 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 or by leaving it at its Registered Office. 255. Save as otherwise expressly provided in the Act, a document or proceedings requiring authentication by the Company may be signed by a Director, the Managing Director, or the Secretary or other authorised officer of the Company and need not be under the Seal of the Company. REGISTERS AND DOCUMENTS

Title of Article

Article Number and Contents

282

Title of Article Article Number and Contents Registers and 256. The Company shall keep and maintain registers, books and documents to be documents required by the Act or these Articles, including the following: maintained by the a) Register of investments made by the Company but not held in its own name, as required by Section 49(7) of the Act Company b) Register of mortgages and charges as required by Section 143 of the Act and copies of instruments creating any charge requiring registration according to Section 136 of the Act. c) Register and index of Members and debenture holders as required by Sections 150, 151 and 152 of the Act. d) Foreign register, if so thought fit, as required by Section 157 of the Act e) Register of contracts, with companies and firms in which Directors are interested as required by Section 301 of the Act. f) Register of Directors and Secretaries etc. as required by Section 303 of the Act. g) Register as to holdings by Directors of Shares and/or Debentures in the Company as required by Section 307 of the Act. h) Register of investments made by the Company in Shares and Debentures of the bodies corporate in the same group as required by Section 372(2) of the Act. i) Copies of annual returns prepared under Section 159 of the Act together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act. j) Register of loans, guarantees, or securities given to the other companies under the same management as required by Section 370 of the Act. Inspection of 257. The registers mentioned in clauses (f) and (i) of the foregoing Article Registers and the minutes of all proceedings of General Meetings shall be open to inspection and extracts may be taken there from and copies thereof may be required by any Member of the Company in the same manner to the same extent and on payment of the same fees as in the case of the Register of Members of the Company provided for in clause (c) thereof. Copies of entries in the registers mentioned in the foregoing article shall be furnished to the persons entitled to the same on such days and during such business hours as may be consistent with the provisions of the Act in that behalf as determined by the Company in General Meeting. WINDING UP Title of Article Distribution of assets

Distribution in specie or kind

Article Number and Contents 258. If the Company shall be wound up, and the assets available for distribution among the Members as such shall be insufficient 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 the proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up, on the Shares held by them respectively, and if in the 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 at the commencement of the winding up, paid up or which ought to have been paid up on the Shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions. 259. (1)If the Company shall be wound up, whether voluntarily or otherwise, the Liquidator may, with the sanction of a Special Resolution, divide amongst the contributories in specie or kind, 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 liquidator, with the like sanction, shall 283

Title of Article

Article Number and Contents think fit. (2)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 contributions (except where unalterably fixed by the Memorandum of Association and in particular any class may be given 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 on any contributory who would be prejudicial thereby shall have a right to dissent and ancillary rights as if such determination were a Special Resolution passed pursuant to Section 494 of the Act.

Right of shareholders in case of sale

Directors and others right to indemnity

Director, officer not responsible for acts of others

(3)In case any Shares to be divided as aforesaid involve 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 Liquidator to sell his proportion and pay him the net proceeds and the Liquidator shall, if practicable act accordingly. 260.A Special Resolution sanctioning a sale to any other Company duly passed pursuant to Section 494 of the Act may subject to the provisions of the Act in like manner as aforesaid determine that any Shares or other consideration receivable by the liquidator be distributed against 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 and consequential rights conferred by the said sanction. 261.Subject to the provisions of Section 201 of the Act, every Director of officer, or servant of the Company or any person (whether an officer of the Company or not) employed by the Company as Auditor, 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, charges, losses and damages which any such person may incur or become liable to pay by reason of any contract entered into or any act, deed, matter or thing done, concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed duties (except such if any as he shall incur or sustain through or by his own wrongful act, neglect or default) including expenses, and in particular and so as not to limit the generality of the foregoing provisions against all liabilities incurred by him as such Director, officer or Auditor or other office of the Company in defending any proceedings whether civil or criminal in which judgment is given in his favour, or in which he is acquitted or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court. 262.Subject to the provisions of Section 201 of the Act no Director, Auditor or other officer of the Company shall be liable for the acts, receipts, neglects, or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of the title to any property acquired by order of the Directors for on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested for any loss or damages arising from the insolvency or tortuous act of any person, firm or Company to or with whom any moneys, securities or effects shall be entrusted or deposited or any loss occasioned by any error of judgment, omission, default or oversight on his part of for any other loss, damage, or misfortune whatever shall happen in relation to execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonesty.

284

SECRECY CLAUSE Title of Article Secrecy Clause

No Member to enter the premises of the Company without permission

Article Number and Contents 263.Every Director/Manager, Auditor, treasurer, trustee, member of a committee, officer, servant, agent, accountant or any other person-employed in the business of the Company shall, if so required by the Director, 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 Company customers and the state of the accounts with individuals and in matter thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in discharge of his duties except when required to do so 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. 264.No Member or other person (not being a Director) shall be entitled to visit or inspect any property or premises of the Company without the permission of the Board of Directors or Managing Director, or to inquire discovery of or any information respecting any details of the Company's trading or any matter which is or may be in the nature of a trade secret, mystery of trade, secret process or any other matter which 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.

285

SECTION XI - 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 located at F-22-24, Jolly Arcade, Ghod Dod Road, Surat – 395 007, Gujarat, India, from 11.00 am to 4.00 pm on working days from the date of the Draft Red Herring Prospectus until the Bid/ Issue Closing Date. MATERIAL CONTRACTS 1. Memorandum of Understanding dated 27th March, 2012, between our Company and Corporate Strategic Allianz Limited appointing them as the Book Running Lead Manager to the Issue. 2. Memorandum of Understanding dated September 2nd, 2011, between our Company and Bigshare Services Private Limited appointing them as Registrar to this Issue. 3. Tripartite Agreement dated [●] among our Company, NSDL and Bigshare Services Private Limited. 4. Tripartite Agreement dated [●] among our Company, CDSL and Bigshare Services Private Limited. 5. Escrow Agreement dated [●] between our Company, the BRLM, Syndicate Member, Escrow Collection Banks and the Registrar to the Issue. 6. Syndicate Agreement dated [●] between our Company, BRLM, and the Syndicate Member. 7. Underwriting Agreement dated [●] between our Company, BRLM and the Syndicate Member. MATERIAL DOCUMENTS 1. The Memorandum and Articles of Association of our Company, as amended from time to time. 2. Copy of Certificate of Incorporation dated July 13, 2007, issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli, in the name of Ace Tours Worldwide Private Limited. 3. Copy of Fresh Certificate of Incorporation dated September 30, 2011, issued by the Registrar of Companies, Gujarat, Ahmedabad, in the name of Ace Tours Worldwide Limited, consequent upon change of name on conversion to a public limited company. 4. Extra Ordinary General Meeting resolution dated October 18, 2011, and the resolution of the Board dated October 01, 2011, authorising the Issue. 5. Copy of resolution dated September 20, 2011, for appointment and agreement of association dated September 20, 2011 fixing remuneration of Mr. Raju Choksi, Managing Director. 6. Copy of resolution dated September 20, 2011, for appointment and agreement of association dated September 20, 2011 fixing remuneration of Mr. Bharat Choksi, Executive Director. 7. Copy of Restated Audit report from the peer review certified auditor, M/s. Arvind A. Thakkar & Co., Chartered Accountants dated March 2, 2011, included in the Draft Red Herring Prospectus and copies of the Balance Sheet referred in the said report.

286

8. Copy of Certificate dated March 10, 2012, from the statutory auditors, M/s. Rasesh Shah & Associates, Chartered Accountants, detailing the tax benefits. 9. Copy of Audited Balance Sheet and Profit and Loss Accounts of our Company for the seven months period ended on October 31, 2011 and for the financial years ended on March 31, 2011, 2010, 2009 and for the period ended on 2008. 10. IPO Grading Report issued by [●] dated [●] and the IPO Grading perspective. 11. Consents in writing from our Directors, Company Secretary and Compliance Officer, Statutory Auditors, Peer Review certified auditor, Bankers to our Company, Bankers to the Issue*, Book Running Lead Manager(s), Syndicate Member(s)*, Underwriter(s)*, IPO Grading Agency*, Registrar of the Issue, Legal Advisor to the Issue to act in their respective capacities. 12. Copy of Due Diligence Certificate dated March 20th 2012, to SEBI from Corporate Strategic Allianz Limited, the Book Running Lead Manager. 13. Convertible Debenture subscription agreement dated January 10, 2008, with Benett, Coleman & Co. Limited and our Company’s promoters, represented by Mr. Rajubhai Choksi. Amendment agreement dated February 24, 2011 for the modification of the original agreement dated January 10, 2008. 14. Copies of Initial listing applications dated [●] filed with the BSE and the NSE. 15. In-principle listing approvals from BSE and NSE dated [●] and [●] respectively. 16. Copy of 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.

287

SECTION XII - DECLARATION We, the Directors of our Company, hereby declare, that all the relevant provisions of the Companies Act, 1956, the regulations issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, including SEBI ICDR Regulations and guidelines issued by the Government of India, as the case may be, have been complied with and that no statement made in the Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or regulations or rules or guidelines issued thereunder, as the case may be. We further certify that all the disclosures and statements made in the Draft Red Herring Prospectus are true, fair, accurate and correct. Signed by all the Directors Name

Signature

Mr. Raju Jashwantlal Choksi

Mr. Bharat Jashwantlal Choksi

Mr. Gour Keshablal Kanjilal

Mr. Dipankar Basu

Mr. Rakesh Mohinder Puri

Signed by the Director Finance and the Company Secretary and Compliance Officer _______________________ Mr. Bharat Jashwantlal Choksi Director-Finance _______________________ Mr. Ankit Shukla Company Secretary and Compliance Officer

Place: Surat Date: March 27, 2012

288

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