gayatri projects limited - Edelweiss

Regional Rural Banks, Co-operative Banks (subject to RBI permission), Trusts registered under the Societies RegistrationAct, 1860, as amended from time to time, or any other Trust law and who are authorized under their constitution to hold andinvest in shares), permitted insurance companies and pension funds and to NRIs on non-repatriable basis and FIIs registeredwith SEBI. This Prospectus does not, however, constitute an Offer to sell or an invitation to subscribe to shares issued herebyin any other jurisdiction to any person to whom it is unlawful to make an issue or invitation in such jurisdiction. Any personinto whose possession this Prospectus comes into is required to inform himself about and to observe any such restrictions.Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai only.No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for thatpurpose, except that this Prospectus has been filed with SEBI for observations and SEBI has given its observations and thefinal Prospectus has been filed with RoC as per the provisions of the Act. Accordingly, the Equity Shares, represented therebymay not be offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except inaccordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any salehereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Companysince the date hereof or that the information contained herein is correct as of any time subsequent to this date.The Equity Shares have not been and will not be registered under the US Securities Act (“the Securities Act”)or anystate securities laws in the United States and may not be offered or sold within the United States or to, or for theaccount or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the Securities ActAccordingly, the Equity Shares are only being offered and sold (i) in the United States to “qualified institutional buyers”,as defined in Rule 144A of the Securities Act in reliance on Rule 144A under the Securities Act and (ii) outside theUnited States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act andthe applicable laws of the jurisdiction where those offers and sales occur.DISCLAIMER CLAUSE OF BOMBAY STOCK EXCHANGE LIMITED(The Designated Stock Exchange)Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter dated July 03, 2006, permission to this Companyto use the Exchange’s name in this offer document as one of the Stock Exchanges on which this Company’s securities areproposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on thematter of granting the aforesaid permission to this Company. The Exchange does not in any manner:-a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; orb. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; orc. take any responsibility for the financial or other soundness of this Company, its promoters, its management or anyscheme or project of this Company;and it should not for any reason be deemed or construed that this offer document has been cleared or approved by theExchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuantto independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reasonof any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whetherby reason of anything stated or omitted to be stated herein or any other reason whatsoever.FILING OF PROSPECTUS WITH THE BOARD AND ROCA copy of this Prospectus has been filed with SEBI at Corporation Finance Department, Ground Floor, Mittal Court, “A” Wing,Nariman Point, Mumbai - 400021.A copy of Prospectus, along with the documents to be filed under Section 60B of the Companies Act, 1956 will be deliveredto the RoC, Maharashtra situated at 100, Everest, Marine Lines, Mumbai-400002. A copy of the Prospectus, required to befiled under section 60 of the Companies Act, 1956 wolud be delivered for registration to the Registrar of Companies,Maharashtra, 100,Everest, Marine Lines, Mumbai-400002169