gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDUndertaking by the Selling ShareholdersThe Selling Shareholders undertake as follows: That the Equity Shares being sold pursuant to the Offer for Sale are free and clear of any lien or encumbrances,and shall be transferred to the successful bidders within the specified time.That no further offer of equity shares shall be made till the equity shares offered through the Prospectus are listedor until the bid money are refunded on account of non-listing, undersubscription, etc.That the funds required for despatch of refunds to unsuccessful applicants as per the mode disclosed shall bemade available to the Registrar to the Offer by us;That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to theapplicant within 15 days of closure of Offer, giving details of the bank where refunds shall be credited alongwith theamount and expected date of electronic credit of refund; That the Selling Shareholder has authorized the Compliance Officer and Registrars to the Offer to redress complaints,if any, of the investors; andUTILISATION OF OFFER PROCEEDSOur Board of Directors certify that:(a) All monies received out of the Offer shall be credited / transferred to a separate bank account other than the bankaccount referred to in sub-section (3) of Section 73 of the Companies Act;(b) Details of all monies utilised out of the Offer referred above will be disclosed under an appropriate separate headin our balance sheet indicating the purpose for which such monies have been utilised;(c) Details of all unutilised monies out of the Fresh Issue, if any, will be disclosed under the appropriate separate headin our balance sheet indicating the form in which such unutilised monies have been invested.We and the Selling Shareholder shall not have recourse to the Offer proceeds until the approval for trading of the EquityShares from all the Stock Exchanges where listing is sought has been receivedRestrictions on Foreign Ownership of Indian SecuritiesForeign investment in Indian securities is regulated through the Industrial Policy, 1991 of the GoI and FEMA. While theIndustrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectorsof the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the IndustrialPolicy of the Government of India, unless specifically restricted, foreign investment is freely permitted in all sectors of Indianeconomy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribedprocedures for making such investment. As per current foreign investment policies applicable to our business, foreigninvestment is allowed up to 100% under the automatic route.Subscription by Non-ResidentsIt is to be distinctly understood that there is no reservation for Non-Residents, NRIs and FIIs and all Non-Residents, NRIsand FIIs applicant will be treated on the same basis as other categories for the purpose of allocation.The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in theUnited States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons”(as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subjectto, the registration requirements of the Securities Act or the requirements of the Investment Company Act.Accordingly, the Equity Shares are only being offered and sold (i) in the United States to entities that are both “qualifiedinstitutional buyers”, as defined in Rule 144A of the Securities Act and “qualified purchasers” as defined under the InvestmentCompany Act and (ii) outside the United States to certain persons in offshore transactions in compliance with Regulation Sunder the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.198