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Annexure XIV Continued… - Edelweiss

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Listing<br />

Applications have been made to the Stock Exchanges for permission to deal in, and for an official quotation of<br />

the Equity Shares. The [●] will be the Designated Stock Exchange with which the ‘Basis of Allotment’ will be<br />

finalised.<br />

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the<br />

Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received<br />

from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight<br />

days after our Company and the Selling Shareholders becomes liable to repay it, i.e. from the date of refusal of<br />

an application for such permissions from the Stock Exchanges or within ten weeks from the Issue Closing Date<br />

whichever is earlier, then our Company and every Director of our Company who is an officer in default shall,<br />

on and from such expiry of eight days, be jointly and severally liable to repay the money, with interest at the<br />

rate of 15% p.a. on application money, as prescribed under Section 73 of the Companies Act. Our Company<br />

shall pay such applicable interest to the applicants. Each of the Individual Selling Shareholders and Pineridge<br />

confirm that they shall reimburse our Company for any interest payments made by our Company on behalf of<br />

the Selling Shareholders in this regard, in the proportion of the Equity Shares offered by the Individual Selling<br />

Shareholders and Pineridge and the Equity Shares issued by our Company, as the case may be.<br />

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and<br />

commencement of trading at all the Stock Exchanges mentioned above are taken within 12 Working Days of<br />

Issue Closing Date. Each of the Individual Selling Shareholders and Pineridge confirm that they shall<br />

reimburse our Company for any interest paid by it, on behalf of the Individual Selling Shareholders and<br />

Pineridge, in proportion to the Equity Shares offered for sale by each of the Selling Shareholders or issued by<br />

our Company, as the case may be, in so far as the delays pertain to the Equity Shares offered for sale by such<br />

Selling Shareholder.<br />

Impersonation<br />

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the<br />

Companies Act, which is reproduced below:<br />

“Any person who:<br />

(a) makes in a fictitious name, an application to a company for acquiring or subscription, for, any<br />

shares therein, or<br />

(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other<br />

person in a fictitious name,<br />

shall be punishable with imprisonment for a term which may extend to five years.”<br />

Consents<br />

Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the Statutory<br />

Auditors, Bankers to the Company (b) the Managers and Syndicate Members, Escrow Collection Bank(s),<br />

Refund Bank(s), Public Issue Account Bank(s), Registrar to the Issue and Domestic Legal Advisors to the<br />

Company, Domestic Legal Advisors to the Underwriters, International Legal Advisors to the Underwriters, to<br />

act in their respective capacities, have been obtained and shall be filed along with a copy of the Red Herring<br />

Prospectus with the RoC, as required under Sections 60 and 60B of the Companies Act and such consents shall<br />

not be withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC.<br />

In accordance with the Companies Act and the ICDR Regulations, M/s B S R & Co., the Auditors of our<br />

Company have provided their written consent to the inclusion of their report dated May 26, 2011 on restated<br />

financial statements included in this Draft Red Herring Prospectus in the form and context in which they<br />

appear herein and such consent and report has not been withdrawn at the time of delivery of this Draft Red<br />

Herring Prospectus to SEBI.<br />

In accordance with the Companies Act and the ICDR Regulations, M/s. A. L. Sehgal & Co., Chartered<br />

Accountants, have provided their written consent to the inclusion of statement of possible tax benefits which<br />

may be available to our Company and its shareholders, included in this Draft Red Herring Prospectus in the<br />

387

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