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Annexure XIV Continued… - Edelweiss

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OTHER INFORMATION<br />

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION<br />

The following contracts (not being contracts entered into in the ordinary course of business carried on by our<br />

Company or entered into more than two years before the date of this Draft Red Herring Prospectus) which are<br />

or may be deemed material have been entered or will be entered into by our Company. These contracts, copies<br />

of which will be attached to the copy of the Red Herring Prospectus, delivered to the Registrar of Companies<br />

for registration and also the documents for inspection referred to hereunder, may be inspected at our<br />

Registered Office from 11.00 a.m. to 5.00 p.m. on Working Days from the date of the Red Herring Prospectus<br />

until the Issue Closing Date.<br />

Material contracts<br />

1. Engagement letter dated May 28, 2011 amongst our Company, the Selling Shareholders and the<br />

Managers;<br />

2. Issue agreement dated May 28, 2011 amongst our Company, the Selling Shareholders and the Managers;<br />

3. Memorandum of understanding dated May 26, 2011 amongst our Company, the Selling Shareholders and<br />

the Registrar to the Issue;<br />

4. Escrow agreement dated [●], 2011 amongst our Company, the Selling Shareholders, the Managers, the<br />

Syndicate Members, the Escrow Collection Banks, the Refund Bank(s) and the Public Issue Account<br />

Bank(s) and the Registrar to the Issue;<br />

5. Syndicate agreement dated [●], 2011 amongst our Company, the Selling Shareholders, the Managers and<br />

the Syndicate Members; and<br />

6. Underwriting agreement dated [●], 2011 amongst our Company, the Selling Shareholders, the Managers<br />

and the Syndicate Members.<br />

Material documents<br />

1. Our Memorandum and Articles of Association, as amended till date;<br />

2. Resolution of the Board dated May 26, 2011 authorising the Fresh Issue;<br />

3. Shareholders’ resolution dated May 26, 2011 in relation to the Fresh Issue and other related matters;<br />

4. Resolution of the board of directors of Pineridge, dated May 26, 2011, authorising the sale of 19,275,000<br />

Equity Shares as part of the Offer for Sale;<br />

5. Consent letters from the Individual Selling Shareholders in relation to the Offer for Sale;<br />

6. Shareholders’ resolutions for appointment and remuneration of our Executive Directors;<br />

7. Auditors’ report dated May 26, 2011 (as required by Part II of Schedule II of the Companies Act) issued<br />

by M/s. B S R & Company, Chartered Accountants, and mentioned in this Draft Red Herring Prospectus<br />

together with copies of the balance sheet and profit and loss account of our Company;<br />

8. Unaudited Pro forma Condensed Consolidated Financial Statements;<br />

9. The statement of tax benefits dated May 20, 2011 issued by M/s. A. L. Sehgal & Co., Chartered<br />

Accountants;<br />

10. Copies of annual reports of our Company for FY 2010, FY 2009, FY 2008, FY 2007 and FY 2006;<br />

11. Consent of M/s. B S R & Company, Chartered Accountants, Chartered Accountants, for inclusion of (i)<br />

their report in the form and context in which they appear in this Draft Red Herring Prospectus; and (ii) to<br />

be named as experts to our Company;<br />

452

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