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Annexure XIV Continued… - Edelweiss

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Authority for the Issue<br />

OTHER REGULATORY AND STATUTORY DISCLOSURES<br />

The Board of Directors has, pursuant to a resolution passed at its meeting held on May 26, 2011, authorised the<br />

Fresh Issue subject to the approval of the Shareholders of our Company under Section 81(1A) of the<br />

Companies Act, and such other authorities as may be necessary.<br />

The shareholders of the Company have, pursuant to a resolution dated May 26, 2011 under Section 81(1A) of<br />

the Companies Act, authorised the Fresh Issue and authorized the Board of Directors to take decisions in<br />

relation to the Fresh Issue.<br />

The Board pursuant to its resolution dated May 26, 2011 has approved and authorised this Draft Red Herring<br />

Prospectus.<br />

Pineridge confirms that the sale of 19,275,000 Equity Shares by it as part of the Offer for Sale has been<br />

authorised by a resolution of its board of directors dated May 26, 2011.<br />

The Individual Selling Shareholders have authorised the Offer for Sale pursuant to their letters, each dated<br />

May 26, 2011.<br />

The Company has received in-principle approvals from the BSE and the NSE for listing of the Equity Shares<br />

pursuant to letters dated [●] and [●], respectively.<br />

The Company intends to apply to the RBI to approve the transfer of the Equity Shares by the Selling<br />

Shareholders in the Offer for Sale.<br />

We have also obtained all necessary approvals for this Issue. For further details please refer to the section titled<br />

“Government and Other Approvals” beginning on page 340 of this Draft Red Herring Prospectus.<br />

Approval for Lock-in<br />

The Promoters through their letters dated May 28, 2011 have granted approval for the lock-in of their pre-Issue<br />

shareholding for a period of three years and one year as required under the ICDR Regulations. The Promoters<br />

have, jointly, agreed to lock-in an amount of Equity Shares, representing 20% of the post-Issue Equity Capital<br />

of our Company, for three years and the balance shares for one year or such other time as required under the<br />

ICDR Regulations.<br />

Approval from the RBI<br />

The Company shall apply for the approval of the RBI for compliance with the applicable foreign exchange<br />

control norms for the transfer of Equity Shares in the Issue.<br />

As per the extant policy, Overseas Corporate Bodies are not permitted to participate in the Issue without the<br />

prior approval of the RBI. For further details regarding the requirement for such approval and other ancillary<br />

matters in this regard, see section titled “Regulations and Policies in India” and “Issue Procedure” beginning<br />

on pages 178 and 400, respectively, of this Draft Red Herring Prospectus.<br />

Prohibition by SEBI<br />

Our Company, our Directors, our Subsidiaries, our Promoters, Promoter Group, persons in control of the<br />

Company and Group Companies, the companies with which our Directors, Promoters or persons in control of<br />

the Company were or are associated as directors or promoters or persons in control of that company (other than<br />

as disclosed in this Draft Red Herring Prospectus) and each of the Selling Shareholders confirms that such<br />

Selling Shareholder has not been prohibited from accessing or operating in the capital markets or restrained<br />

from buying, selling or dealing in securities under any order or direction passed by SEBI.<br />

None of the Directors of our Company are associated with the securities market in any manner except as stated<br />

below:<br />

379

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