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Annexure XIV Continued… - Edelweiss

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(b) Our Company has applied to the NSE and the BSE for obtaining their in-principle listing approval for<br />

listing of the Equity Shares under this Issue through its applications dated ●] [ and [●], respectively , and<br />

has received the in-principle approvals from the NSE and the BSE pursuant to their letters dated ●] [ and<br />

[●], respectively. For the purposes of this Issue, the [●] shall be the Designated Stock Exchange;<br />

(c) Our Company has entered into agreements dated August 10, 2006 and May 23, 2011 with NSDL and<br />

CDSL respectively, for dematerialisation of the Equity Shares; and<br />

(d) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this<br />

Draft Red Herring Prospectus.<br />

Disclaimer clause of SEBI<br />

AS REQUIRED, A COPY OF THIS DRAFT RED HERRING PROSPECTUS HAS BEEN<br />

SUBMITTED TO SEBI.<br />

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE<br />

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE<br />

DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI.<br />

SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS<br />

OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR<br />

FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE<br />

OFFER DOCUMENT. THE MANAGERS, IDFC CAPITAL; EDELWEISS; JP MORGAN;<br />

MACQUARIE; AXIS; I-SEC; AND YES BANK, HAVE CERTIFIED THAT THE DISCLOSURES<br />

MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN<br />

CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)<br />

REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO<br />

FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT<br />

IN THE PROPOSED ISSUE.<br />

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY<br />

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL<br />

RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE MANAGERS ARE EXPECTED<br />

TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS<br />

RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE<br />

MANAGERS, IDFC CAPITAL; EDELWEISS; JP MORGAN; MACQUARIE; AXIS; I-SEC; AND<br />

YES BANK, HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED MAY 30,<br />

2011, WHICH READS AS FOLLOWS:<br />

“WE, THE MANAGERS TO THE ISSUE, STATE AND CONFIRM AS FOLLOWS:<br />

(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO<br />

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH<br />

COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE<br />

FINALISATION OF THIS DRAFT RED HERRING PROSPECTUS PERTAINING TO THE<br />

SAID ISSUE;<br />

(2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER,<br />

ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT<br />

VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,<br />

PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER<br />

PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:<br />

(a) THE DRAFT RED HERRING PROSPECTUS FILED WITH SEBI IS IN<br />

CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT<br />

TO THE ISSUE;<br />

(b)<br />

ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE<br />

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY SEBI,<br />

THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN<br />

THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND<br />

382

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