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Annexure XIV Continued… - Edelweiss

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• They shall not have recourse to the proceeds from the Equity Shares offered by them in the Offer for<br />

Sale, until the final listing and trading approvals from all the Stock Exchanges have been obtained.<br />

• They shall reimburse the Company for any interest paid by the Company at 15% per annum or as per<br />

applicable law on a pro-rata basis in proportion to the Equity Shares proposed to be transferred by it<br />

as a part of the Issue, if CAN or refund orders have not been dispatched to the applicants or if, in a<br />

case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT,<br />

RTGS or NECS, the refund instructions have not been issued to the clearing system in the disclosed<br />

manner within 12 Working Days from the Issue Closing Date.<br />

• They shall not sell, transfer, dispose off in any manner or create any lien, charge or encumbrance on<br />

the Equity Shares offered by it for the Offer for Sale and shall take such steps as may be required to<br />

ensure that such Equity Shares are available for the Offer for Sale, including without limitation not<br />

selling, transferring, disposing of in any manner or creating any charge or encumbrance on such<br />

Equity Shares.<br />

• They agree to assist our Company in the redressal of investor grievances.<br />

• They will comply with the applicable laws, including but not limited to, the SEBI Act, the Securities<br />

Contracts (Regulations) Act, 1956, the Foreign Exchange Management Act, 1999, the Securities<br />

Contracts (Regulations) Rules, 1957, the Companies Act, the ICDR Regulations, the Listing<br />

Agreement, guidelines, instructions, rules, communications, circulars and regulations issued by the<br />

Government of India, the RoC, SEBI, the RBI, or by any other governmental or statutory authority as<br />

applicable to it in relation to the Equity Shares offered by them under the Offer for Sale.<br />

Utilisation of Issue proceeds<br />

1. Our Company declares that:<br />

• All monies received out of the Issue shall be credited/transferred to a separate bank account other than<br />

the bank account referred to in sub-section (3) of Section 73 of the Companies Act;<br />

• Details of all monies utilised out of Fresh Issue shall be disclosed, and continue to be disclosed till the<br />

time any part of the issue proceeds remains unutilised, under an appropriate head in our balance sheet<br />

indicating the purpose for which such monies have been utilised;<br />

• Details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate<br />

separate head in the balance sheet indicating the form in which such unutilised monies have been<br />

invested; and<br />

• Our Company shall not have recourse to the proceeds of the Issue until the final listing and trading<br />

approvals from all the Stock Exchanges have been obtained.<br />

2. The Selling Shareholders shall not have recourse to the proceeds of the Offer for Sale until the final listing<br />

and trading approvals from all the Stock Exchanges have been obtained.<br />

Withdrawal of the Issue<br />

Our Company and / or any of the Selling Shareholders, in consultation with the Managers, reserve the right not<br />

to proceed with the Issue anytime after the Issue Opening Date but before the Allotment of Equity Shares. In<br />

such an event the Company shall issue a public notice in the newspapers (including the reasons for such<br />

withdrawal), in which the pre-Issue advertisements were published, within two days of the Issue Closing Date.<br />

Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to<br />

be listed and the Managers, through the Registrar to the Issue, shall notify the SCSBs to unblock the accounts<br />

of the ASBA Bidders.<br />

If our Company and / or any of the Selling Shareholders withdraw the Issue after the Issue Closing Date and<br />

our Company, thereafter, determines that it will proceed with an initial public offering of its Equity Shares, our<br />

Company shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Issue is<br />

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