gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDC. THE DISCLOSURES MADE IN THE RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TOENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THEPROPOSED OFFER;D. BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE RED HERRING PROSPECTUS AREREGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID; ANDE. WE HAVE SATISFIED OURSELVES ABOUT THE WORTH OF UNDERWRITERS TO FULFILL THEIRUNDERWRITING COMMITMENTS.(4) WE CERTIFY THAT A WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSIONOF THEIR SECURITIES AS A PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN AND THESECURITIES PROPOSED TO FORM PART OF THE PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, WILLNOT BE DISPOSED/SOLD/TRANFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THEDATE OF FILING OF THE RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENTOF THE LOCK-IN PERIOD AS STATED IN THE RED HERRING PROSPECTUS.ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WILL BE COMPLIED WITH AT THE TIME OF FILING OF THERED HERRING PROSPECTUS WITH THE REGISTRAR OF COMPANIES, MAHARASHTRA IN TERMS OF SECTION 56,SECTION 60 AND SECTION 60B OF THE COMPANIES ACT, 1956.THE FILING OF THE RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANYLIABILITIES UNDER SECTIONS 63 OR 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAININGSUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER.SEBI, FURTHER, RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGERS, ANYIRREGULARITIES OR LAPSES IN THE RED HERRING PROSPECTUS.DISCLAIMER FROM THE ISSUER AND THE BOOK RUNNING LEAD MANAGEROur Company, our Directors, the Selling Shareholders, the Book Running Lead Manager accepts no responsibility forstatements made otherwise than in this Prospectus or in the advertisement or any other material issued by or at our instanceand that anyone placing reliance on any other source of information, including our website, www.gayatri.co.in , would bedoing so at his or her own risk.The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Memorandum ofUnderstanding entered into between the Book Running Lead Managers, our Company and the Selling Shareholders (actingthrough their duly constituted attorney) dated March 27, 2006 and the underwriting agreement to be entered into betweenthe underwriter and us.All information shall be made available by us, the Book Running Lead Manager to the public and investors at large and noselective or additional information would be available for a section of investors in any manner whatsoever including roadshow presentations, research or sales reports or at bidding centres or elsewhere.Neither we nor BRLMs or Syndicate Members shall be liable to the Bidders for any failure in downloading the bids due tofaults in any software/ hardware system or otherwise.CAUTIONInvestors that bid in this Offer will be required to confirm and will be deemed to have represented to the Company andthe Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligibleunder all applicable laws, rules, regulations, guidelines and approval to acquire Equity Shares and will not offer, sell,pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelinesand approval to acquire Equity Shares. The Company and the Underwriters and their respective directors, officers,agents, affiliates and representatives accept no responsibity or liability for advising any investor on whether suchinvestor is eligible to equire Equity Shares.DISCLAIMER IN RESPECT OF JURISDICTIONThis Offer is being made in India to persons resident in India (including Indian nationals resident in India, who are majors,Hindu Undivided Families, Companies, Corporate Bodies and Societies registered under the applicable laws in India andauthorized to invest in shares, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Commercial Banks,168