DRAFT RED HERRING PROSPECTUS Dated: March 25, 2013 Please read section 60B of the Companies Act,

1956 (The Draft Red Herring Prospectus will be updated upon filing with the ROC) 100% Book Building Offer

NCML INDUSTRIES LIMITED

(Our Company was incorporated as Newal Chand Mohan Lal Jain Private Limited on September 26, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to NCML Exim Private Limited vide a fresh certificate of incorporation dated April 19, 2007 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently the name of our Company was changed to NCML Industries Private Limited and a fresh certificate of incorporation dated October 28, 2010 was issued. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to NCML Industries Limited and a fresh certificate of incorporation dated December 16, 2010 was issued by the Registrar of Companies. For further details, see the section History and Certain Corporate Matters on page no. 113 of this Draft Red Herring Prospectus. ) REGISTERED OFFICE: 1818, Naya Bazar, Delhi-110006. Contact Person: Mr. Rakesh Kumar Bajaj, Company Secretary & Compliance Officer Tel. No. + 91 -11-23968269, Website: www.ncml.co.in Email: investors@ncml.co.in PROMOTERS: MR. MOHAN LAL JAIN, MR. RAJNISH JAIN, MR. MANISH JAIN, MS. SUMAN JAIN AND N M AGRO PRIVATE LIMITED PUBLIC OFFER OF 60,00,000 EQUITY SHARES OF A FACE VALUE OF ` 10 EACH OF NCML INDUSTRIES LIMITED (THE COMPANY)THROUGH AN OFFER FOR SALE BY THE SELLING SHAREHOLDIERS FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A PREMIUM OF ` [] PER EQUITY SHARE) AGGREGATING UPTO ` [] LAKHS (THE OFFER). THE OFFER WILL CONSTITUTE 25.48% OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ` 10. PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (BRLM) AND WILL BE ADVERTISED AND MADE AVAILABLE ON THE WEBSITE OF STOCK EXCHANGES AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE. In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional working days after such revision of Price Band, subject to the Bid/ Offer Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE), by issuing a press release and also by indicating the change on the website of the Company, Book Running Lead Managers (BRLM), and at the terminals of the other members of the syndicate. The Terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), this is an Offer for more than 25% of the post Offer paid up Equity Share capital of Our Company. This Offer is through the Book Building Process, wherein 50% of the Offer shall be available for allocation on a proportionate basis to QIBs, out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB portion shall be available for allocation on a proportionate basis to all QIB bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, at least 35% of the Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders and at least 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price. QIB and Non Institutional Bidder shall be participate in the offer through the Application Supported By Blocked Amount ( ASBA) process providing details of the Bank Account which will be blocked by the Self Certified Syndicate Banks (SCSBs) to the extent of the Bid Amount for the same. Retails Individual Bidders may also participate in the offer through ASBA process. For details, see the section Offer Procedure on page no. 209 of this Draft Red Herring Prospectus. RISKS IN RELATION TO THE FIRST OFFER This being the first public offer of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our company. The face value of the Equity Shares is ` 10 each and the Offer Price is [] per share is [] times of the face value. The Offer Price (as determined and justified by our Company, the Selling Shareholders, and the BRLM as stated under the section Basis for Offer Price on page no. 55 of this DRHP) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. IPO GRADING This issue has been graded by [] and has been assigned the IPO grading [], indicating [], for the details kindly refer General Information beginning on page no. 33 and Material Contract and Documents for Inspection beginning on the page no 309 of this Draft Red Herring Prospectus. GENERAL RISK Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the section titled Risk Factors beginning on page no.12 of this Draft Red Herring Prospectus. COMPANYS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirm that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Selling Shareholders accept responsibility that this Draft Red Herring Prospectus contains all information about them as Selling Shareholders in the context of the Offer and each Selling Shareholder assumes responsibility for statements in relation to such Selling Shareholder included in this Draft Red Herring Prospectus. LISTING The Equity Shares are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from each of the BSE and NSE for listing for the Equity Shares vide their letters dated [] and [] respectively. BSE shall be the Designated Stock Exchange for the purpose of this Offer. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

CORPORATE STRATEGIC ALLIANZ LIMITED 402, Samedh Complex, Near Associated Petrol Pump, C.G. Road, Ahmedabad 380 006. Tel No: +91-079-26424138/40024670 Tele Fax No: +91- 79- 4002 4670, SEBI REGN NO: INM 000011260 Email Id: ncmlipo@csapl.com Website: www.csapl.com Contact Person: Mr. Nevil R. Savjani BID/OFFER OPENS ON: []

SATELLITE CORPORATE SERVICES PRIVATE LIMITED B-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai 400 072. Tel: +91-22- 28520461/462, Fax:+91-22- 28511809 SEBI REGN NO: INR000003639 Email Id: service@satellitecorporate.com Website: www.satellitecorporate.com Contact Person: Mr. Michael Monteiro OFFER PROGRAMME BID/OFFER CLOSES ON: []

TABLE OF CONTENTS CONTENTS SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS COMPANY RELATED TERMS OFFER RELATED TERMS TECHNICAL AND INDUSTRY TERMS CONVENTIONAL /GENERAL TERMS /ABBREVIATIONS PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA FORWARD LOOKING STATEMENTS SECTION II RISK FACTOR SECTION III INTRODUCTION SUMMARY OF INDUSTRY SUMMARY OF BUSINESS SUMMARY OF FINANCIAL INFORMATION OFFER DETAILS IN BRIEF GENERAL INFORMATION CAPITAL STRUCTURE SECTION IV PARTICULARS OF THE OFFER OBJECTS OF THE OFFER BASIS FOR OFFER PRICE STATEMENT OF TAX BENEFITS SECTION V ABOUT US INDUSTRY OVERVIEW BUSINESS OVERVIEW KEY INDUSTRY REGULATIONS AND POLICIES HISTORY AND OTHER CORPORATE MATTERS OUR MANAGEMENT OUR PROMOTERS AND THEIR BACK GROUND RELATED PARY TRANSACTIONS DIVIDEND POLICY SECTION VI FINANCIAL INFORMATION AUDITORS REPORT AND FINANCIAL INFORMATION OF OUR COMPANY FINANCIAL INFORMATION OF OUR GROUP COMPANIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS SECTION VII LEGAL AND OTHER REGULATORY INFORMATION OUTSTANDINGS MATERIAL DEVELOPMENTS AND OTHER DISCLOSUR GOVERNMENT AND OTHER STATUTORY DISCLOSURES OTHER REGULATORY AND STATUTORY DISCLOSURES SECTION VIII OFFER RELATED INFORMATION TERMS OF THE OFFER OFFER STRUCTURE OFFER PROCEDURE RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES SECTION IX DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION MAIN PROVISIONS OF ARTICLES OF ASSOCIATION SECTION X OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION SECTION XI DECLARATION

PAGE NO. 1 1 2 5 6 10 11 12 22 25 27 32 33 42 54 55 58 68 74 101 113 117 129 136 137 138 166 170

177 186 190 201 204 209 243

244 309 311

SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, guideline or policy shall be to such legislation, act, regulation, guideline or policy as amended from time to time. General Terms Terms Our Company, We, us or NCML Industries Limited or NCML Prmoters Description Unless the context otherwise requires these words refer to NCML Industries Limited, a public limited company incorporated under the Companies Act, 1956 having its registered office at 1818, Naya Bazar, Delhi-110006. Mr. Mohanlal Jain Mr. Rajnish Jain Mr. Manish Jain Ms. SumanJain N M Agro Private Limited Companies, individuals and entities (other than companies) as defined under Regulation 2 sub-regulation (zb) of the SEBI ICDR Regulations

Promoter Group

Company Related Terms Terms Articles / Articles Association / AOA. Auditor of Description Articles of Association of our Company NCML Industries Limited, as amended. The statutory auditor of our Company, M/s Manoj & Associates, Chartered Accountants having office at 20, Chawla Complex, A-215, Shakarpur, Delhi-110092. Committee of directors, constituted as our companys Audit Committee in accordance with Clause 49 of the Listing Agreement. The board of directors of our Company or a duly constituted committee thereof, Mr. Rajnish Jain, Mr. Manish Jain, Mr. Sanjay Tickoo and Mr. Dinesh Kalra. Director(s) of our company unless otherwise specified Officers vested with executive powers and officers at the level immediately below the board of directors and including any other person whom our Company may declare as key management personnel. See "Our Management - Key Management Personnel" on page 126 Managing Director Memorandum of Association of our Company as amended from time to time. M/S Mehra And Company, Chartered Accountants having office at 7, Rajeshwari Palace, Near Commissioners Residence, Civil Lines, Meerut -25001 Promoter -Director of our company are Mr. Rajnish Jain and Mr. Manish Jain. The registered office of the company is situated at 1818, Naya Bazar, Delhi-110006. Refining Unit of all kind of edible oils at Khasra No. Khasra No. 512-513514, Village Chijjarsi, Pilakhua, Distt. Ghaziabad, U.P.

Audit Committee Board of Directors/Board

Director(s) Key Management Personnel/ KMP

MD Memorandum/Memorandum of Association / MOA Peer Review Auditor

Promoter - Director Registered Office Refinery Unit

Selling Shareholders Windmill Unit Offer Related Terms Terms Allotment , Allot or Allotted Allottee Application Form Application Supported by Blocked Amount/ ASBA ASBA Account

Mohit Nidhi Agro Oil Private Limited, Sundaram Distributors Private Limited and Jagprem Vyapaar Private Limited. Wind Power at various locations in the state of Tamil Nadu

Description The Transfer of Equity Shares pursuant to the offer to successful bidders. A successful bidder to whom the equity shares are allotted The form in terms of which the investors shall apply for the equity shares in this offer. An application, whether physical or electronic, used by bidders to make a bid authorising a SCSB to block the bid amount in the ASBA Account maintained with the SCSB. ASBA is mandatory for QIBs and Non-Institutional Bidders participating in the Offer. An account maintained with the SCSB and specified in the bid cum application form submitted by ASBA bidder for blocking the amount mentioned in the bid cum application form. All prospective bidders / investors in this Offer who intend to bid through the ASBA process. The banks which are clearing members and registered with SEBI as bankers to an issue/ Offer and with whom the Escrow Account and the Public Offer Account will be opened, in this case being [ ]. The basis on which equity shares will be allotted to successful bidders under the Offer and which is described in the section Offer Procedure - Basis of allotment on page 236 of this Draft Red Herring Prospectus. An indication to make an offer during the Bid/Offer period by a bidder pursuant to submission of the bid cum application form to purchase the equity shares at a price within the price band, including all revisions and modifications thereto in terms of this Draft Red Herring Prospectus. The highest value of the optional bids indicated in the Bid-cum- Application Form and payable by the bidder on submission of the bid for this offer. The form used by a bidder (including an ASBA Bidder) to make a bid and which will be considered as the application for allotment for the purposes of Red Herring Prospectus and Prospectus. The date on which the Syndicate and the Designated branches of the SCSBs shall start accepting bids for the Offer, which shall be the date notified in widely circulated English national daily, Hindi national daily and one regional language newspaper. The date after which the Syndicate and the Designated branches of the SCSBs will not accept any bids for the Offer, which shall be notified in a widely circulated English national daily, Hindi national daily and one regional language daily newspaper. The period between the Bid/Offer Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which prospective bidders can submit their bids, including any revisions thereof. [ ] Equity Shares and in multiples of [ ] Equity Shares thereafter Any prospective investor who makes a bid pursuant to the terms of Red Herring Prospectus and the Bid-cum-Application Form, including an ASBA Bidder. Book building process, as provided under Schedule XI of SEBI (ICDR) Regulations, 2009, in terms of which this Offer is being made. Book Running Lead Manager to the Offer, in this case being Corporate Strategic Allianz Limited(CSAL) A centre for acceptance of the Bid cum Application Form. Brokers registered with any recognized Stock Exchange, appointed by the Members of the Syndicate. Any day on which commercial banks are open for business.

ASBA Bidders/Investors Banker(s) to the Offer / Escrow Collection Bank (s). Basis of Allotment

Bid

Bid Amount Bid-cum-Application Form / Bid Form Bid/ Offer Date Opening

Bid/ Offer Date

Closing

Bid / Offer period

Bid Lot/ Minimum bid lot Bidder Book Building Process/ Method BRLM / Lead Manager Bidding Centre (s) Brokers Business day

CAN / Confirmation of Allocation Note Cap Price Controlling Branches

Cut-off /Cut-off Price

Designated Branches/ DBs Designated Date

The note or advice or intimation of allocation of equity shares sent to the bidders who have been allocated equity shares after discovery of the Offer price in accordance with the book building process, including any revisions thereof. The higher end of the Price Band, in this case being [], above which the Offer Price will not be finalised and above which no Bids will be accepted. Such branches of the SCSBs which co-ordinate bids received under this Offer by the ASBA Bidders with the BRLM, the Registrar to the Offer and the Stock Exchange(s) and a list of which is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html The Offer Price, finalised by our Company and the Selling Shareholders in consultation with the BRLM. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price is a valid bid at all price levels within the Price Band, for a Bid Amount not exceeding ` 200,000. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price. Such branches of the SCSBs which shall collect the Bid cum Application Forms used by the ASBA Bidders and a list of which is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html The date on which funds are transferred from the Escrow Account or the amount blocked by the SCSBs is transferred from the ASBA Account, as the case may be, to the Public Offer Account or the Refund Account, as appropriate. A body corporate registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended from time to time A depository participant as defined under the Depositories Act, 1996 Depositories Act, 1996 as amended from time to time Bombay Stock Exchange (BSE) The Draft Red Herring Prospectus dated March 25, 2013 issued in accordance with Section 60B of the Companies Act and the SEBI Regulations, which did not contain complete particulars of the price at which the Equity Shares will be offered and the size of the Offer . NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom Red Herring Prospectus constitutes an invitation to subscribe to or purchase the Equity Shares. Submission of ASBA Bid-cum-Application Form electronically, by an ASBA Investor, through the internet banking facility offered by the SCSBs The engagement letter dated March 1, 2013 between our Company, the Selling Shareholders and the BRLM Equity shares of our Company of face value of ` 10 each unless otherwise specified in the context thereof. An Account opened with the Escrow Collection Bank(s) and in whose favour the Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid. Agreement to be entered into between our Company, the Selling Shareholders, the Registrar to the Offer, the BRLM, the Syndicate Members, the Escrow Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected from the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof. Foreign institutional investors as defined in and registered with SEBI under, the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended and participating in the Offer under Schedule 2 of the FEMA Regulations. The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form or ASBA Bid Cum Application form or ASBA Revision Form. The lower end of the Price Band, in this case being [], subject to any revision thereto, at or above which the Offer Price will be finalised and below which no bids will be accepted. Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. 5% of the QIB Portion or 1, 50,000 Equity Shares, which shall be available for allocation to Mutual Funds only.

Depository Depository Participant Depositories Act Designated Stock Exchange Draft Red Herring Prospectus or DRHP

Eligible NRI(s)

Electronic ASBA Application / Bid Engagement Letter Equity Shares Escrow Account

Escrow Agreement

FII(s)

First Bidder Floor Price

Mutual Funds Mutual Fund Portion

Non Bidders

Institutional

All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for equity shares for an amount more than ` 200,000 The portion of the Offer being not less than 15% of the Offer consisting of 9,00,000 equity shares to Non-Institutional Bidders. The Public offer of 60,00,000 equity shares through an Offer for sale by the selling shareholders for the cash at a price of ` [] each aggregating upto ` [] lacs. The agreement dated March 1, 2013 between our company, the selling shareholders and the BRLM, pursuant to which certain arrangements are agreed to in relation to the offer. The final price at which equity shares will be allotted in terms of this Draft Red Herring Prospectus. The Offer Price will be decided by our Company, the selling shareholders and in consultation with the BRLM on the Pricing Date. The proceeds of the Offer. ASBA Bid-cum-Application Forms submitted by an ASBA Investor physically with the designated branches of the SCSBs. Price Band of a minimum price of `[] per Equity Share (Floor Price) and the maximum price of `[] per Equity Share (Cap Price), including any revisions thereof. The Price Band for the Offer will be decided by our Company and the Selling Shareholders in consultation with the BRLM and advertised in all editions English national daily, Hindi national daily and one regional language daily newspaper each with wide circulation and made available on the websites of the Stock Exchanges, at least five Working Days prior to the Bid/Offer Opening Date, with the relevant financial ratios calculated at the Floor Price and at the Cap Price The date on which our Company and the Selling Shareholders in consultation with the BRLM will finalizes the Offer Price. The Prospectus to be filed with the RoC in accordance with section 60 of the Companies Act, containing, inter alia, the Offer Price that is determined at the end of the Book Building Process, the size of the Offer and certain other information. Account opened with the Bankers to the Offer to receive monies from the Escrow Account and from the bank accounts of ASBA Bidders maintained with the SCSBs on the Designated Date. The portion of the Offer amounting to 50% of the Offer being 30,00,000 Equity Shares, which shall be available for allocation to QIBs. Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, Mutual Funds, FIIs and sub-accounts registered with SEBI (other than a sub-account which is a foreign corporate or foreign individual), AIFs, VCFs, state industrial development corporations, insurance companies registered with Insurance regulatory and Development Authority, provident funds with minimum corpus of ` 2500 lacs, pension funds with minimum corpus of ` 2500 lacs, the National Investment Fund set up by the Government of India, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India eligible for Bidding, and does not include FVCIs and multilateral and bilateral institutions. The Red Herring Prospectus dated [] issued in accordance with Section 60B of the Companies Act and the SEBI Regulations, which does not have complete particulars of the price at which the Equity Shares will be offered and the size of the Offer. The Red Herring Prospectus, which is being registered with the RoC at least three working days before the Bid/Offer Opening Date, will become a Prospectus upon filing with the RoC after the Pricing Date The account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount (excluding refunds to ASBA Bidders) shall be made. One or more Escrow Collection Bank(s) with whom Refund Account(s) will be opened and from which a refund of the whole or part of the Payment Amount, if any, shall be made, in this case being, [] Registrar to the Offer, in this case being , Satellite Corporate Services Private Limited

Non Institutional Portion Offer/ Offer for Sale

Offer Agreement

Offer Price

Offer Proceeds Physical ASBA Application / Bid Price Band

Pricing Date Prospectus

Public Offer Account

QIB Portion Qualified Institutional Buyers or QIBs

Red Herring Prospectus/ RHP

Refund Account(s)

Refund Bank

Registrar to the offer or Registrar

Restated Financial Statements

Retail Individual Bidders / Investors Retail Portion

The audited financial statements of the company prepared in accordance with Indian Accounting Standards and the companies Act, 1956 and restated in accordance with the SEBI Regulations. The Restated Financial Statements are included in this Draft Red Herring Prospectus. Individual Bidders who have bid for equity shares for an amount not more than ` 200,000 in any of the bidding options in the Offer (including HUFs applying through their Karta and Eligible NRIs). The portion of the Offer being not less than 35% of the Offer consisting of 21,00,000 equity shares, which shall be available for allocation to Retail Individual Bidder(s) in accordance with the SEBI Regulations. The form used by the Bidders (including ASBA Bidders) to modify the quantity of equity shares or the bid amount in their Bid cum Application Forms or any previous Revision Form(s). QIB Bidders and Non-Institutional Bidders are not permitted to lower the size of their Bid(s) (in terms of quantity of equity shares or the bid amount) at any stage. Sick Industrial Companies (Special Provisions) Act, 1985 U.S. Securities Act of 1933, as amended. A banker to the Offer registered with SEBI, which offers the facility of ASBA and a list of which is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html Cities as specified in the SEBI circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011, namely, Ahmedabad, Bangalore, Baroda, Chennai, Delhi, Hyderabad, Jaipur, Kolkata, Mumbai, Pune, Rajkot and Surat Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd. (NSE) Collectively, the BRLM and the Syndicate Member(s). The Agreement to be entered into amongst the Syndicate Member(s), BRLM, our Company and the Selling Shareholders in relation to the collection of Bids in this Offer. Intermediary appointed in respect of the Offer registered with SEBI and permitted to carry on activities as an underwriter, in this case being []. The slip or document issued by the Syndicate, or the SCSB (only on demand), as the case may be, to the Bidder as proof of registration of the Bid. The BRLM and the Syndicate Member(s) The agreement amongst the Underwriters, our Company and the Selling Shareholders to be entered into on or after the Pricing Date. U.S. Investment Company Act of 1940, as amended As defined in Regulation S under the Securities Act Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act Any day, other than Saturdays and Sundays, on which commercial banks in Delhi are open for business, provided however, for the purpose of the time period between the Bid/Offer Closing Date and listing of the Equity Shares on the Stock Exchanges, Working Days shall mean all days excluding Sundays and bank holidays in Delhi in accordance with the SEBI circular no. CIR/CFD/DIL/3/2010 dated April 22, 2010.

Revision Form

SICA Securities Act Self Certified Syndicate Bank(s) or SCSB(s) Specified Cities

Stock Exchanges Syndicate/ members of the Syndicate Syndicate Agreement

Syndicate Member(s) TRS or Transaction Registration Slip Underwriters Underwriting Agreement U.S. Investment Company Act U.S. Person U.S. QIBs Working Day

Technical / Industry Terms Terms Bagasse BG BO BP BU CO Description Fiber remaining after the extraction of the sugar-bearing juice from Sugar cane Biomass Gasifier Barrel of Oil Biomass Power Business Unit Clean Out

CPO C&F FOB Mln Mln Hectares Mln Tonnes MMT MNRE MT MU MW OEMs PHE RBD RES SHP TPA TPD TPY U&I

Crude Palm Oil Clearing and Forwarding agent Free On Board Million Million Hectares Million Tonnes Million Metric Tonne Ministry of New and Renewable Energy Metric Tonne Million Units Mega Walt Overseas Export Markets Public Health Engineering Phenylalanine (Amino Refined, Bleached andAcid) Deodrization Renewable Energy Sources Phenylalanine (Amino Acid) Small Hydro Project Tonnes Per Annum Tonne Per Day Tonnes Per Year Urban & Industrial Waste Power

Conventional Terms / Abbreviations Terms AAIFR Act or Companies Act A/c ACJM ADJ ADJ - I Court ADM AGM AIFs AO ASBA AS AY BG/LC BRLM Description Appellate Authority for Industrial and Financial Reconstruction Companies Act, 1956, as amended from time to time. Account Additional Chief Judicial Magistrate Additional District and Session Judge Additional District Judge Additional District Magistrate Annual General Meeting Alternative investment funds, as defined in, and registered with SEBI under, the SEBI AIF Regulations. Accessing Officer Application Supported by Blocked Amount Accounting Standards issued by the Institute of Chartered Accountants of India Assessment Year Bank Guarantee/ Letter of Credit Book Running Lead Manager i.e. Corporate Strategic Allianz Limited, having its registered office at 402, Samedh Complex, Near Associated Petrol Pump, C.G. Road, Ahmedabad- 380006, Gujarat. Bombay Stock Exchange Compounded Annual Growth Rate Confirmation of Allocation Note Central Depository Services (India) Limited Commissioner of Income-Tax (Appeals) Chief Judicial Magistrate Company Law Board Chairman & Managing Director

BSE CAGR CAN CDSL CIT (Appeals) CJM CLB CMD

COP Consolidated FDI Policy

Competition Act CST Depositories Depositories Act DER DIN D.M. DP/ Depository Participant DP ID EBIDTA ECS EGM EPS FCNR Account FDI FEMA FEMA Regulations Financial Year/ Fiscal FIs Year/FY FIIs

Certificate of Practice Consolidated FDI Policy (Circular 1 of 2012) dated April 10, 2012 issued by the Government of India, Ministry of Commerce and Industry, effective from April 10, 2012, as amended Competition Act, 2002, as amended Central Sales Tax NSDL and CDSL Depositories Act, 1996 as amended from time to time Debt Equity Ratio Directors Identification Number District Magistrate A Depository Participant as defined under the Depository Participant Act,1996 Depository Participants Identification Earnings Before Interest, Depreciation, Tax and Amortization Electronic Clearing System Extraordinary General Meeting Earnings Per Share i.e. Net Profit After tax divided by the weighted average number of equity shares outstanding during the year/period Foreign Currency Non Resident Account established in accordance with the FEMA , 1999 Foreign Direct Investment Foreign Exchange Management Act, 1999 read with rules and regulations there-under and as amended from time to time Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended. The period of 12 months ending March 31 of that particular year. Financial Institutions Foreign Institutional Investors (as defined under SEBI FII (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India Foreign Investment Promotion Board Foreign Venture Capital Investors as defined in, and registered with Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended from time to time Gross Domestic Product General Index Registry Number Government of India Hindu Undivided Family The Institute of Chartered Accountants of India International Financial Reporting Standard Income Tax Act, 1961, as amended from time to time Indian Accounting Standard converged with IFRS Generally Accepted Accounting Principles of India Indian Rupees, the legal currency of the Republic of India Initial Public Offer Indian Renewable Energy Development Agency Limited Life Insurance Corporation of India Limited Liability Partnership Act, 2008, as amended Judicial Magistrate First Class

FIPB FVCIs

GDP GIR Number GOI/Government HUF ICAI IFRS I.T. Act IND-AS Indian GAAP INR / ` / Rupees IPO IREDA LIC LLP Act JM-FS

JM JV MICR Mn / mn MoU NA NAV National Fund NECS

Investment

Judicial Magistrate Joint Venture Magnetic Ink Character Recognition Million Memorandum of Understanding Not Applicable Net Asset Value National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India National Electronic Clearing Service National Electronic Fund Transfer No Objection Certificate Non Resident Non Resident External Account Non Resident Indian, being a person resident outside India, as defined under FEMA and the FEMA Regulations Non Resident Ordinary Account National Securities Depository Limited The National Stock Exchange of India Limited Overseas Corporate Body Per Annum. Permanent Account Number allotted under the Income Tax Act, 1961, as amended from time to time Price / Earnings Ratio Provident Fund Provident Fund Act,1952 Person of Indian Origin Prime Lending Rate The Reserve Bank of India Registrar of Companies, National Capital Territory of Delhi and Haryana. Return on Net Worth Real Time Gross Settlement Securities Contracts (Regulation) Act, 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time Self Certified Syndicate Banks Sub Divisional Magistrate The Securities and Exchange Board of India constituted under the SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time

NEFT NOC NR NRE Account NRI NRO Account NSDL NSE OCB P. A PAN P/E Ratio PF PF Act PIO PLR RBI RoC RoNW RTGS SCRA SCRR SCSBs SDM SEBI SEBI Act SEBI AIF Regulations SEBI Merchant Bankers Regulations SEBI Regulations/SEBI (ICDR) Regulations, 2009

SEBI Regulations SIDC

Takeover

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time State Industrial Development Corporations The Indian Stamp Act, 1899, as amended from time to time The Government of a State of India The BSE and the NSE Securities Transaction Tax Tax payer Identification Number Unique Identification Number Upper Division Clerk United States of America Generally Accepted Accounting Principles in the United States of America Unites States Dollars Value Added Tax Venture capital funds as defined in, and registered with SEBI under, the erstwhile Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended, which have been repealed by the SEBI AIF Regulations. In terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 till the existing fund or scheme managed by the fund is wound up, and such VCF shall not launch any new scheme or increase the targeted corpus of a scheme. Such VCF may seek re-registration under the SEBI AIF Regulations

Stamp Act State Government Stock Exchanges STT TIN UIN U.D.C. U.S./United States/ USA U.S. GAAP USD VAT VCFs

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA All references to India contained in this Draft Red Herring Prospectus are to the Republic of India and all references to the U.S. are to the United States of America. Financial Data Unless stated otherwise, the financial data of our Company included in this Drat Red Herring Prospectus is derived from the audited financial statements, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI Regulations. Our Companys financial year commences on April 1 and ends on March 31 of the next year, so all references to particular financial year, unless stated otherwise, are to the 12 months period ended on March 31 of that year. There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the financial statements to IFRS or U.S. GAAP financial statements has not been provided. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Drat Red Herring Prospectus, and it is urged that you consult your own advisors regarding such differences and their impact on our Companys financial data. Accordingly, the degree to which the financial statements included in this Drat Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Drat Red Herring Prospectus should accordingly be limited. Unless otherwise indicated, any percentage amounts, as set forth in the sections Risk Factors, Business Overview, Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 12, 74 and 170 of this Drat Red Herring Prospectus, respectively, and elsewhere in this Drat Red Herring Prospectus have been calculated on the basis of our Audited Financial Statements prepared in accordance with Indian GAAP and the Companies Act and Restated in accordance with the SEBI Regulations. Currency, Units of Presentation and Exchange Rates All references to Rs. or Rupees or ` are to Indian Rupees, the official currency of the Republic of India. All references to USD are to United States Dollars, the official currency of United States. All numbers in this Draft Red Herring Prospectus have been represented in Lakhs or in whole numbers, where the numbers have been too small to present in Lakhs. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimals points. This Draft Red Herring Prospectus contains conversion of certain currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These conversions should not be construed as a representation that those currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. Industry and Market Data Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus have been obtained or derived from publicly available information as well as industry publications and sources. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Accordingly, no investment decision should be made on the basis of such information. Although our Company believes that industry data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified by Company or the Underwriters. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the readers familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources.

10

FORWARD LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain forward -looking statements. These forward-looking statements generally can be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan, project, will, will continue, will pursue or other words or phra ses of similar import. Similarly, statements that describe our Companys strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties. Important factors that could cause actual results to differ materially from our Companys expectations include, but are not limited to, the following: General economic and business conditions in India; Our ability to successfully implement our growth strategy and expansion plans and to successfully achieve the objectives for which funds are being raised through this offer; Prices of raw materials we consume and the products we produce; Changes in laws and regulations relating to the industry in which we operate; Changes in political and social conditions in India; Any adverse outcome in the legal proceedings in which our Company is or may be involved; and The loss or shutdown of operations of our Company at any times due to strike or labour unrest or any other reason.

For further discussion of factors that could cause the actual results to differ from the expectations, see the sections Risk Factors, Business Overview and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 1 2, 74 and 170 of this Draft Red Herring Prospectus, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. Forward-looking statements reflect the current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. These statements are based on the managements belief s and assumptions, which in turn are based on currently available information. Although our Company believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. None of our Company, the Directors, the Selling Shareholders, the BRLM, the Syndicate Members, or any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. Our Company and the Selling Shareholders will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchanges.

11

SECTION II: RISK FACTORS An investment in the Equity Shares involves a high degree of risk. The risks and uncertainties described below together with the other information contained in this Draft Red Herring Prospectus should be carefully considered before making an investment decision in our Equity Shares. The risks described below are not the only ones relevant to the country, the industry in which our Company operates our Company or our Equity Shares. Additional risks, not presently known to our Company or that we currently deem immaterial, may also impair our business and operations. Some risks may not be material at present but may have a material impact in the future. To obtain a complete understanding of our Company, prospective investors should read this section in conjunction with the sections Business Overview and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 74 and 170 of this Draft Red Herring Prospectus, respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. If any of the risks described below, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, prospects, financial condition and results of operations could be seriously harmed, the trading price of our Equity Shares could decline, and prospective investors may lose all or part of their investment. Prospective investors should consult their tax, financial and legal advisors about the particular consequences of an investment in this Offer. This Draft Red Herring Prospectus also contains forward-looking statements that involve risk and uncertainties. Our Companys actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. See the section Forward -Looking Statements on page 11 of this Draft Red Herring Prospectus. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any of the risks described in this section. Unless otherwise stated, the financial information used in this section is derived from the restated audited financial statements of our Company. Materiality The Risk factors shall be determined on the basis of their materiality. In determining the materiality of risk factors, the following shall be considered: 1. Some risks may not be material individually but may be material when considered collectively. 2. Some risks may have an impact which is qualitative though not quantitative. 3. Some risk may not be material at present but may have a material impact in the future. Internal Risk Factors and Risks Relating to Our Company 1. Our company depends significantly on imports of raw materials in addition to domestic suppliers. Our company imports 70 % of our total raw material requirement, mainly from Malaysia and Indonesia. The company has started importing goods from 2003-04 and had not experienced disruption in procurement of the raw material up till now. However if there is disruption in procurement of imported raw material, the requirement of the raw material can be met through domestic suppliers. The company decides the sales price on the basis of cost of raw material hence the profitability of the company will not be affected by the change in the procurement of raw material from domestic market instead of imported one. 2. We have given corporate guarantee in relation to certain debt facilities to our group companies which if claimed on, may require to pay the guaranteed amount. As of September 30, 2012, we have given the corporate guarantee for the debt facilities given to our group companies amounting to Rs 8500.00 lacs. For further details see Annexure XV of section Financial information of the company on page No 159. In the event that these guarantees are claimed, we would be required to pay the guaranteed amount. 3. The promoter Ms. Suman Jain is interested in the property given on rent to the company.

12

The corporate office situated at 108-109-110, Vardhman City Plaza-2, Asaf Ali Road, New Delhist 110002 is taken on rent from Suman jain, promoter of the company for a period of 3 years from 1 January, 2011 on rent of ` 20,000 per month. 4. We are involved in a number of legal proceedings amounting to ` 964.41 Lacs against our promoter/directors and company, which, if determined against us, could adversely affect our business and financial condition. Our Company, our Directors, and the Promoters are parties to certain legal proceedings. No assurances can be given as to whether these matters will be settled in our favour or against us. A summary of the pending proceedings is set forth below: Litigations filed against the company, directors and promoters. Against Our Company Type of Case Civil Laws Statutory Laws Total Against our Directors Type of Case Criminal Tax Laws Total No. of Cases 1 2 3 Amount Involved (` in lakhs) Not Quantifiable 8.74 8.74 No. of Cases 1 4 5 Amount Involved (` in lakhs) 41.93 905.14 947.07

Against our Promoter ( N.M Agro Private Limited) Type of Case Tax Laws Statutory Laws Total No. of Cases 1 1 2 Amount Involved (` in lakhs) 3.60 5.00 8.60

For Further details relating to Outstanding Litigations against our Company and its promoter/directors, see Outstanding Litigation and Material Developments and Other Disclosures beginning on Page No 177. 5. Penalties imposed in past cases for the last 5 years Past cases in which Penalties imposed on our Company Sr. No. Amount of penalty/ fine imposed Brief particulars regarding the penalty imposed and reasons thereof Remarks (paid/payable)

` 59,460

` 9,000

Penalty imposed under section 271 (1)(c)for furnishing in accurate particulars in the income tax for A.Y. 2007-08. Penalty imposed by Company law th Board for extending date upto 13 May, 2009 for filing for satisfaction of charge.

Paid.

Paid

6. Our Company has negative cash flow in the past years details of which is given below: Sustained negative cash flow could impact our growth and business.

13

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. If we are not able to generate sufficient cash flows, it may adversely affect our business and financial operations. Particulars Sep 30, 2012 Net Cash Generated from operating Activities Net Cash Generated from Investing Activities Net Cash Generated from Financing Activities For the year or period ended on (Rs in Lacs) March 2012 31, March 31, 2010 March 31, 2008 1,242.01

(20,326.99)

(7,032.72)

9,450.71

868.15

(1,330.82)

(918.83)

(476.44)

(26,111.95)

40,576.63

8,447.19

(158.01)

7. Company has certain contingent liabilities which may adversely affect our financial position The Company has following Contingent Liabilities as on September 30, 2012 Corporate Guarantee given on behalf of N M Industries Private Limited to ICICI Bank ` 2,000.00 lacs. Corporate Guarantee given on behalf of N M Industries Private Limited to Oriental Bank of Commerce Rs 6,500.00 Lacs Bank Guarantee issued in favor of Sales Tax Department, Gandhidham, Gujarat in respect of Sales Tax Dispute pending in court ` 871.00 lacs. 8. There has been a conflict of Interest wherein our promoter company and our group companies are involved in the same line of activity in which our company is involved. Our promoter Company N M Agro Private Limited and Group Companies Viz. N M. Industries Private Limited, M/s Maash Agroils and M/S Newal Chand Mohan Lal & Co. are carrying out the oil trading activities. However M/s Newal Chand Mohan Lal & Co had discontinued the business from January 2012 and the activities of Newal Chand Mohan Lal & Co. are now clubbed with the Refinery Unit. M/s N M Agro private Limited and Maash Agroils are purchasing the material from the issuer company and doing trading of branded refined oil in small pouches, Jerry Can and Tins. 9. Our company has entered into number of related party transactions, which may involve conflict of interest. Our company has entered into related party transactions the nature of which is as follows: (` In Lacs) Nature of Related Party For the period ended on For the year ended on transaction September 30, 2012 March 31, 2012 Remuneration and Allowances 84.30 164.10 Loan Received 94.45 99.66 Loan Repaid 258.75 1947.89 Rent 13.33 23.14 Commission 0.06 0.02 Purchase 4828.43 112.74 Sale 2967.44 4481.82 Loan Given 13533.30 19741.15 Loan Received Back 15315.50 18360.21 For further details refer statement related of related party transaction in Annexure XVI beginning on page no 160 under the section financial statement

14

10. Our Registered Office at 1818, Naya Bazar, Delhi owned by Delhi Vanaspati Syndicate and is taken on monthly Rent of ` 500 by Our Company. The Registered Office of the company is at rented premises situated at 1818, Naya Bazar, Delhi on montly rent of ` 500. However no formal rent agreement was made with Delhi Vanaspati Syndicate, the landlord of the premises. The company has registered office at the said premises from the date of incorporation. 11. Our Company is using Logo of NCML which is not in the name of NCML Industries Limited and the same stands registered in the name of one of its Promoter Company N M Agro Private Limited. Our Company is using logo of NCML which does not stands in the name of NCML Industries Limited and for which no formal agreement has been made with N M Agro Private Limited, promoter Company which is the registered owner of the said logo. 12. Our Group Company M/s Onaxe Builders and Promoters Private Limited has incurred losses in the past. (` In Lacs) Sr. Particulars 2012 2011 2010 No. (Audited) (Audited) (Audited) 1 Net Income 0.39 8.69 0.00 2 Profit after tax (2.90) (2.66) 0.11

The promoters of the issuer company had taken over the company in the month of September, 2012. Previously it was owned by Ramesh Kumar and Shreyansh Dinesh.For details please refer to Group Companies beginning on Page No 166. 13. Dependency on High Working Capital requirement for smooth day to day operations of business. Our business demands substantial funds towards working capital. In case if there is insufficient cash flows to meet our working capital requirement or our inability to arrange the same from other sources or due to other factors including delay in disbursement of arranged funds which resulting in our inability to finance our working capital need or when there is any increase in interest rate on our borrowings, it may adversely affect our performance. 14. Any change in interest rates and banking policies may have an adverse impact on our Companys profitability. The outstanding term loan and outstanding working capital limit as on 30 September 2012 was Rs 3257.49 lacs and 50208.61 lacs from banks and financial institutions. Our Business is highly working capital intensive and any change in the existing banking policies, increase in interest rates or our inability to arrange the working capital at competitive rate may have an adverse impact on the Companys profitability. 15. Availability of inadequate labour, work stoppages and other labour problems could adversely affect our business. There are 168 labours in the company who are skilled and semi skilled labour for successful running of our existing, as well as, for future operations. Any shortage of adequate labour and stoppage due to any labour related issues may affect smooth running of our operations. 16. Our success depends in large part upon our Promoters and senior management team and the loss of members of this team could negatively impact our business. We are highly dependent on our Promoters, senior management and key managerial personnel for our business. Our business model is reliant on the efforts and initiatives of our key managerial personnel. Our inherent strength lies in our key employees and skilled manpower. Our ability to successfully function and meet future business challenges depends on our ability to attract and
th

15

retain them. We cannot assure you that we will be able to retain our skilled senior management or managerial personnel or continue to attract new talents in the future. The loss of the services of any key member of our management team could have an adverse effect on our business, results of operations and financial condition. For details of our key managerial personnel, please refer to the chapter titled Our Management on page 117 of the Draft Red Herring Prospectus. 17. This Offer is an offer for sale and does not entail a fresh issuance of Equity Shares by our Company and consequently, we will not receive any proceeds from this Offer. This Offer is being made by the Selling Shareholders and there is no fresh issue by our Company. Accordingly, we will not receive any portion of the funds raised by the sale of our Equity Shares in this Offer. The primary objects of the Offer are to achieve the benefits of listing of our Equity Shares and carry out the divestment of Equity Shares by the Selling Shareholders. 18. Quality Control Check is an integral part of our business model. Quality Check is an integral part of our business model. Our Company has to abide by the government regulations and specification for our product being food industry. Any material adverse developments with respect to quality as per the specification prescribed by the Government, could have a material adverse effect on the business and financial condition of our Company 19. Changes in Technology may impact our business by making our manufacturing facilities less competitive thereby affecting the operations of our business and our profitability. Advancements in Technology may require us to incur additional capital expenditure for upgrading our manufacturing facilities so as to compete with our competitors on a global scale. In the event that we are not able to respond to such technological advancements in a timely manner, we may become less competitive thereby adversely affecting our business, results of operations and financial condition. 20. We are a manufacturing company and any breakdown or failure of equipment at our manufacturing facility or other adverse development impacting our manufacturing facility may have a material adverse effect on our business, financial condition and results of operations. We have started manufacturing activity in the month of March, 2012. We have limited experience in the manufacturing field. The manufacturing facilities are subject to several operating risks. These risks include, in relation to our manufacturing equipment, the breakdown or failure of equipment, shortage of power supply, performance below expected levels of output, raw material shortage or unsuitability and obsolescence, among others. The occurrence of any of these risks adversely impacting our manufacturing facilities may adversely affect our business, results of operations and financial condition. 21. There are certain restrictive covenants in the loan agreements which we have entered into with our banks and financial institutions for our various credit facilities. Our financing agreements require us to obtain specific consent from lending banks to effect any change in capital structure, formulate any scheme of amalgamation or reconstruction, enter into borrowing arrangement either on secured basis or unsecured basis with any other bank financial institution, make changes in our Memorandum or Articles of Association, undertake guarantee obligations on behalf of any other borrower ,increase our manufacturing facilities or make any significant change in our management structure, declare dividends for any year with the prior permission of bank, if the accounts of the borrower with the bank is running irregular, or enter into any contractual obligation of a long term nature affecting the borrower financially and or Divert / utilize banks funds to other sister /associate /group concern. For further details kindly refer to Page No. 84 under the heading Indebtedness under section Business Overview. 22. Any future issuance of Equity Shares by our Company may dilute investors shareholding and adversely affect the trading price of the Equity Shares. Any future issuance of Equity Shares by our Company may dilute shareholding of investors in our Company which may adversely affect the trading price of our Company's Equity Shares and our

16

ability to raise capital through an issue of securities in future. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Company's Equity Shares. Additionally, the disposal, pledge or encumbrance of Equity Shares by any of our Company's major shareholders, or the perception that such transactions may occur may affect the trading price of the Equity Shares. No assurance may be given that our Company will not issue Equity Shares or that such shareholders will not dispose off, pledge or encumber their Equity Shares in the future. 23. Our ability to pay dividends in future will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures. We havent paid any dividend in the past out of our earnings. The amou nt of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others, our results of future earnings, financial condition, cash requirements, business prospects and any other financing arrangements. There can be no assurance that we will be able to pay any kind of dividends in future. 24. We are required to obtain and maintain certain governmental and regulatory licenses and permits and the failure to obtain and maintain such licenses and permits in a timely manner, or at all, may adversely affect our business and operations. We are required to obtain and maintain certain approvals, licenses, registrations and permits in connection with its business and operations. Our inability to obtain or maintain such registrations and licenses in a timely manner, or at all, and comply with the prescribed conditions in connection therewith may adversely affect our ability to carry on our business and operations, and consequently our results of operations and financial condition. The gist of approvals for which our Company applied for but yet to received and yet to be applied is as follows: List of Approvals Applied for but yet not received : LIST OF APPROVALS APPLIED FOR BUT YET NOT RECEIVED: Sr. No. 1. Authority granting Approval Food Safety and Standards Authority of India Member Secretary, Uttar Pradesh Pollution Control Board. Member Secretary, Uttar Pradesh Pollution Control Board. Applicable Law Food Safety and Standards Act, 2006 Water (prevention and Control Pollution) Act 1974 Air (prevention and Control Pollution) Act 1981 Nature of Approval License

2.

Consent Letter (Renewal Due)

3.

Consent Letter (Renewal Due)

LIST OF APPROVALS YET TO APPLY Sr. No. Authority Approval Granting Approval/ No. Registration Applicable Laws Nature Of Approv als DIC Registra tion

1.

General Manager DIC Ghaziabad, Director of Industries , Uttar Pradesh

090091305044

Micro Small and Medium Enterprises Act 2007

25. Our Company did not comply with Section 383A of the Companies Act, 1956 regarding the appointment of Whole time Company Secretary. Such non-compliances may result in penalties or other action on our Company by the statutory authorities. The Company has not complied with the provisions of Section 383A of the Companies Act, 1956 during the period October 10, 2010 to August 1, 2011 (for 295 days) as the Company had not

17

appointed any Company Secretary during the said period. Thereby there was a non-compliance of Section 383A of the Companies Act, 1956 for a total period of 295 days. No show cause notice in respect of the above has been received by the Company from the office of Registrar of the Companies till date. 26. We have limited production capabilities. As a result, we have been unable to market our products in an aggressive fashion. We have manufacturing plant in the state of Uttar Pradesh and at present we are marketing our product in seven states of India. The present manufacturing capacity is not sufficient to cater the demand of Northern India. On account of limited manufacturing capacity, we are not able to market aggressively. 27. No formal agreements are executed with Group companies for using the brands. Our brands does not enjoy national recognition The company is using the brands developed by the group companies for marketing of the oils in retail market. No formal agreements were executed between the our Company and group companies for using the brand. Any dispute with the group companies for using brand will hamper the business of the company in retail market and thereby affect the operations and financial position of the company. Our brands does not enjoy national recognition. 28. We do not have long-term contracts with suppliers and typically operate on the basis of purchase orders. We are in the business of oil industry and the price fluctuation is very common. On account of that we can not enter into any long term contracts with our suppliers for supply of raw material. The terms and conditions and price with the suppliers will be on the basis of purchase orders. Commodity prices Fluctuations may affect our financial performance.In our industry, the total processing cycle, starting from the purchase of raw materials to the sale of finished products, is about 120-150 days. Although our Company does engage in commodity futures contracts from time to time to hedge a portion of our exposure to commodity price fluctuations. External Risk Factors 29. Any disruption in global or domestic logistics may have an adverse effect our operations. As a manufacturing company, our success depends on the smooth supply and transportation of various materials and inputs from different domestic sources to its manufacturing plants, and of the products from plants to customers located globally, all of which are subject to various logistical uncertainties and risks. Disruptions of transportation services because of weather related problems, strikes, lock-outs, inadequacies in the road infrastructure and port facilities, or other events could impair our Company's ability to receive materials and other inputs and supply products to its customers. There can be no assurance that such disruptions will not have a material adverse effect on our business and results of operations. 30. Exchange Rate Fluctuations may have impact on the performance of the Company. The Company is exposed to exchange rate fluctuations. Uncertainties in the global financial market may have an adverse impact on the exchange rate between Rupee vis--vis other currencies. The exchange rate between the Rupee and other currencies is variable and may continue to fluctuate in the future. Such fluctuations can have a serious impact on the cost structure of the Company. 31. Political situation and changes in the Government of India may affect the performance of the Company. The Government of India has pursued the economic liberalization policies including relaxing restrictions on the private sector over the past several years. The present Government has also announced polices and taken initiatives that support continued economic liberalization. There is no guarantee that the liberalization policies of the government will continue in the future. Protests against privatization could slow down the pace of liberalization and deregulation. A significant

18

change in Indias economic liberalization and deregulation policies could disrupt the business and economic conditions in India. 32. Natural disasters could disrupt our operations and result in loss of revenues and increased costs. The business of the Company is exposed to man-made and natural disasters such as earthquakes, storms and floods as well as to terrorist attacks or other enemy actions. The occurrence of a manmade or natural disaster, terrorist attack, enemy action or other accidents could disrupt the operations of the business of the Company and result in loss of revenues and increased costs. 33. The acts of violence and terrorist attacks or war involving India could adverse impact on the Companys business. There have been instances of terrorist attacks in many parts of the world and also in India in the recent past. Any recurrence of such events or other acts of violence/war may negatively impact on the Indian Capital Market and may also adversely affect performance of our scrip in the stock exchange. These acts may also result in a loss of business confidence. Any recurrence of events of terrorist attacks or other acts of violence may adversely impact the desire of corporate executives to travel to India for business purposes and thereby adversely impacting business prospects. These uncertainties make it difficult for us and our customers to accurately plan future business activities. 34. Taxes and other levies imposed by the Government of India or other State Governments, as well as other financial policies and regulations, may have a material adverse impact on our business, financial condition and results of operations. Taxes and other levies imposed by the Central or State Governments in India that impact our industry include customs duties, excise duties, sales tax, income tax and other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. Currently we benefit from certain tax benefits that results in a decrease in the effective tax rate compared to the tax rates that we estimate would have applied if these incentives had not been available. There can be no assurance that these tax incentives will continue in the future. The non-availability of these tax incentives could adversely affect our financial condition and results of operations. 35. Competition may affect market share or profitability which could have an adverse effect on our business, financial condition and revenues. 36. Our inability to respond to changing customer preferences and trends in the market for edible oils will significantly affect our Company Any change in the domestic and international market in terms of stiff competition and change in customers preferences may bring about a significant decline in the prices of our products, thereby affecting our sales and profitability 37. The price of the Equity Shares may be volatile after this Offer, and therefore, resell of such shares at or above the Offer Price may or may not be done easily. Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Indian Stock Exchanges may not develop or be sustained after the Issue. The Offer Price of the Equity Shares may bear no relationship to the market price of the Equity Shares after Issue. The market price of the Equity Shares after this Offer may be subject to significant fluctuations in response to, among other factors, our results of operations and performance, subsequent corporate actions taken by us, performance of our competitors, adverse media reports and reviews, market conditions specific to the Indian edible oil industry, and the market perception about investments in the edible oil industry. 38. There are restrictions on daily movements in the price of Equity Shares which may adversely affect a shareholder's ability to sell or the price at which he can sell Equity Shares at a particular point in time. Subsequent to listing, our Company will be subject to a daily circuit breaker imposed on listed companies by BSE and NSE, which does not allow transactions beyond certain volatility in the price

19

of Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on our Company's circuit breaker will be set by the stock exchange based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchange is not required to inform our Company of the percentage limit of the circuit breaker from time to time and may change it without our knowledge. This circuit breaker would effectively limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares. 39. Change in tax laws in India. Any changes in the tax laws in India, particularly central excise, sales tax or income tax might lead to an increase in the tax liability of our Company thereby having an adverse impact on the post tax profits of our Company. 40. Frequent changes in import duty. Due to low productivity and seasonal nature of availability of raw materials, the supply of edible oils in India has not kept pace with the demand for it. This has led to the creation of a gap, which is being met through imports, whilst the increase in population is further widening this gap. Moreover, the government frequently changes the import duty on edible oil to help domestic farmers. This in turn leads to price fluctuations and uncertainty in the domestic market, which may have an adverse effect on the profitability of our Company. 41. Any downgrading of India's debt rating by an international rating agency could negatively impact our business. Any downward revisions to India's credit ratings for domestic and international debt by international credit rating agencies may adversely impact domestic interest rates and other commercial terms on which such additional financing is available. This could have a material adverse effect on our business and future financial performance, our ability to obtain financing for capital expenditure and the trading price of our shares. 42. Stringent environmental laws and regulations. Our Company requires certain statutory and regulatory permits and approvals for existing businesses under various environmental laws. Moreover, unknown environmental problems or conditions may be discovered. Environmental laws and regulations in India have been increasing in stringency and it is possible that they will become significantly more stringent in the future. Prominent Notes 1. Public Offer of 60,00,000 Equity Shares for cash at a price of `. [] per Equity Share (including a share premium of `. [] per Equity Share) aggregating upto `. [] lacs through an offer for sale by the Selling Shareholders. The Offer will constitute 25.48% of the post-Offer paid up Equity Share capital of our Company. 2. As on September 30, 2012, our Company Net Worth based on our Restated Financial Statements is ` 23784.24 lakhs. 3. As on September 30, 2012 our Net Asset Value per share is ` 101 as per our Companys Restated Financial Statements. 4. The average cost of acquisition of Equity Shares by our Promoters is as follows: Sr. No 1. 2. Name Mr. Mohan Lal Jain Mr. Rajnish Jain Cost (In Rs.) 19.07 1.67

20

3. Mr. Manish Jain 4. Ms. Suman Jain 5. . N M Agro Private Limited

3.09 13.37 45.13

5. For details of related party transactions entered into by our Company with its Group Companies, please see the section Related Party Transactions Annexure XVI of Financial Information of our our Company beginning on page 160. 6. There has been a conflict of Interest wherein our promoter company and our group companies are involved in the same line of activity in which our company is involved. Our promoter Company N M Agro Private Limited and Group Companies Viz. N M. Industries Private Limited, M/s Maash Agroils and M/S Newal Chand Mohan Lal & Co. are carrying out the oil trading activities. However M/s Newal Chand Mohan Lal & Co had discontinued the business from January 2012 and the activities of Newal Chand Mohan Lal & Co. are now clubbed with the Refinery Unit. M/s N M Agro private Limited and Maash Agroils are purchasing the material from the issuer company and doing trading of branded refined oil in small pouches, Jerry Can and Tins 7. There has been no financing arrangement whereby the Promoter Group, the Directors and their relatives have financed the purchase by any other person of securities of our Company other than in normal course of the business of the financing entity during the period of six months immediately preceding the date of filing of this Draft Red Herring Prospectus with SEBI. 8. Investors may contact the BRLM for any complaints pertaining to the Offer. 9. Our Company was incorporated as Newal Chand Mohan Lal Jain Private Limited on September 26, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to NCML Exim Private Limited vide a fresh certificate of incorporation dated April 19, 2007 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently the name of our Company was changed to NCML Industries Private Limited and a fresh certificate of incorporation dated October 28, 2010 was issued. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to NCML Industries Limited and a fresh certificate of incorporation dated December 16, 2010 was issued by the Registrar of Companies.

21

SECTION III INTRODUCTION SUMMARY OF INDUSTRY OVERVIEW Oilseeds Sector in India: Size India is one of the worlds largest edible oil economies with 15,000 oil mills, 689 solvent extraction units, 251 Vanaspati plants and over 1,000 refineries employing more than one million people. The total market size is at ` 600,000 Mln. and import export trade is worth ` 1,30, 000 Mln. India being deficient in oils has to import 40% of its consumption requirements. With an annual consumption of about 11 mln Tonnes, the per capital consumption is at 11.50 kgs, which is very low compared to world average of 20 kgs. China is currently at 17 kg. India is also a leading producer of oilseeds, contributing 8-10% of world oilseed production. India is estimated to account for around 6% of th e worlds production of edible oils. Though it has the largest cultivated area under oilseeds in the world, crop yields tantamount to only 50-60% of the worlds average. India is the fifth largest producer of oilseeds in the world, behind US, China, Brazil, and Argentina. Currently, India accounts for 7.0% of world oilseeds output; 7.0% of world oil meal production; 6.0% of world oil meal export; 6.0% of world veg. oil production; 14% of world veg. oil import; and 10 % of the world edible oil consumption. With steady growth in population and personal income, Indian per capita consumption of edible oil has been growing steadily. However, oilseeds output and in turn, vegetable oil production have been trailing consumption growth, necessitating imports to meet supply shortfall. (Source: http://mofpi.nic.in/ContentPage.aspx?CategoryId=687, Ministry of Food Processing Industries) Importance of Edible Oils in the Countrys Economy Oilseeds and edible oils are two of the most sensitive essential commodities. India is one of the largest producers of oilseeds in the world and this sector occupies an important position in the agricultural economy and accounting for the estimated production of 24.88 million tonnes of nine cultivated oilseeds during the year 2009-10 (November-October). India contributes about 6-7% of the world oilseeds production. Export of oilmeals, oilseeds and minor oils has increased from 5.06 million Tones in the financial year 2005-06 to 6.2 million tons in the financial year 2010-11. In terms of value, realization has gone up from ` 5514 crores to ` 14116 crores. India accounted for about 6.3% of world oilmeal export. (Source: http://dfpd.nic.in/?q=node/178 , Edible Oil Scenario-Department of Food and Distribution) Market Potential Edible Oil Demand Projection 2004 10.9 23.4 1.07 25.1 7 4.3 39.40% 2010 15.6 28 1.2 33.6 10.1 5.9 38.10% 2015 21.3 32 1.4 44.8 13.4 8.3 39.50%

Total Demand (Mln. Tonnes) Total Area under Oilseeds (Mln. Hectares) Yield (Tonnes/hectare) Production of Oilseeds (Mln. tonnes) Domestic supply of edible oils (Mln. tonnes) Total edible oil imports - (Mln. tonnes) Imports as share of demand Source-Rabo Bank

India will continue dependence on imports to the extent of 40% of its consumption requirements. The improvement in yields and the increase in area under cultivation will ensure that the domestic oilseed production is sufficient to meet 60% of consumption requirements. (Source: http://mofpi.nic.in/ContentPage.aspx?CategoryId=687 ) Oilseeds production in India

22

As per the Final Estimates of Agriculture released on 03.02.2012 for 2010-11 (Nov-Oct), estimated Oilseeds production was about 324.79 lakh tones, that is 75.96 lakh tones higher than 2009-10 (increase of 30.5%). Production of oils from these oilseeds in 2010-11 was about 76.27 lakh tones, higher by 17.39 lakh tones compared to 58.88 lakh tonnes during 2009-10 (an increase of 29.5%). As per the second advance estimates of Ministry of Agriculture released on 03.02.2012 for the 2011-12 (Nov-Oct), estimated oilseeds production is about 305.29 lakh tones, that is 19.5 lakh tones lower than 2010-11 (decrease of 6%). (Source: http://dfpd.nic.in/fcamin/annualreport/annual-2011-12.pdf, Annual Report of Ministry of Consumer Affairs, food and Public Distribution 2011-12). Figures pertaining to estimated production of major cultivated oilseeds, availability of edible oils from all domestic sources (from Domestic and Import Sources) during the last few years are as under: (In lakh Tons) of Net availability of edible oils from Availability of Edible Oils (from all domestic sources domestic and import sources)** 86.54 140.88 84.56 159.54 79.46 154.10 97.82 170.24 90.21 189.64

Oil Year Production (Nov.- Oct.) Oilseeds* 2007-08 297.55 2008-09 277.19 2009-10 248.83 2010-11 324.79 2011-12*** 300.12 Source : * Ministry of Agriculture. ** Directorate of Vanaspati, Vegetable Oils and Fats.. th *** Based on 4 Advance Estimate (dated 16.07.2012) declared by Ministry of Agriculture. st Based on 1 Advance Estimate (dated 24.09.2012) declared by Ministry of Agriculture. (http://eands.dacnet.nic.in/latest_2006.htm) POWER SECTOR IN INDIA: Electricity Generation by Type (MW,%)

RES10.40 % Thermal Nuclear Hydro RES

Hydro21.50% Nuclear2.70%

Thermal65.30%

(Source: Annual Report 2011-12, Ministry of India) HIGHLIGHTS The electricity generation from Renewable Energy Sources during the month of August12 has been 5.28 BU. The cumulative generation from Renewable Energy Sources during April- August12 was 23.56 BU. The generation from Wind during August12 was 4.51 BU with a growth rate of 27 % over same per iod last year. Last year, the corresponding growth rate was 31 %. The generation from solar during August12 was 83.48 MU.

23

Initially the annual capacity addition was very slow, but from 2008 onwards the contribution from RES is st considerable. As on 31 March, 2012 the RES capacity was 24503.45 MW and generation during the year 2011-12 is expected to be 51226 MU (provisional). The growth of installed capacity and the growth of gross electrical energy generation from RES is given below: As on 31 March, 2012, the percentage share of RES in total generation capacity was 12.26% which is st expected to increase to 17.12% by 31 March, 2017. The percentage share of RES in total generation in the country during 2011-12 was around 5.5 %. Wind Generation Performance in the country during the period April 2012-August12: The pattern of monthly wind energy generation in the country during 2010-11, 2011-12 and the current financial year is graphically represented below:
st

Monthly Wind generation during 2010-11 to 2011-12 and 2012-13 (April 12 to August 12)

6 5.5 5 4.5 4 3.5 3 2.5 2 1.5 1 0.5 0 Apr May June July Aug Sep Oct Nov Dec Jan Feb Mar

2010-11 2011-12 2012-13

The peak generation from wind is June to August. The contribution from wind is maximum among RES.

24

SUMMARY OF BUSINESS Company Background Our Company was incorporated as Newal Chand Mohan Lal Jain Private Limited on September 26, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to NCML Exim Private Limited vide a fresh certificate of incorporation dated April 19, 2007 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently the name of our Company was changed to NCML Industries Private Limited and a fresh certificate of incorporation dated October 28, 2010 was issued. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to NCML Industries Limited and a fresh certificate of incorporation dated December 16, 2010 was issued by the Registrar of Companies. NCML Industries Limited is one of the flagship Company of NCML group. The business activities were started way back in 1960s by trading of edible oils, Vanaspati ghee and packing thereof under the proprietorship of Shri Newal Chand Jain. Mr. Mohan Lal Jain joined the said business of his father and ran the business as proprietorship till 1996. During the period Mr. Rajnish Jain and Mr. Manish Jain, sons of Mr. Mohan Lal Jain started a partnership firm under the name and style of M/s Newal Chand Mohan Lal & Co. for trading of edible oil, Vanaspati ghee, and allied commodities and commission thereof. To give the business a corporate shape and to accomplish the thought, M/s Newal Chand Mohan Lal Jain Private Limited was duly incorporated on September 26, 1996 to takeover the aforesaid proprietorship firm. Since then, Mr. Rajnish Jain is associated as Director of the Company. In the FY 1999-00, first brand MAANIK was launched by our group company Newal Chand Mohan Lal & Co. (Partnership Firm) for refined vegetable oil. Till 2003-04, Our Company was mainly engaged in trading of Palm oil, Soya bean oil, Mustard oil, etc which was purely procured from domestic market. Our Company started importing the Vansaspati Oil in the FY 2003-04. In a very short span of time, our Company started importing the crude edible oil from Malaysia, Indonesia, Thailand and Bangkok. Our Promoter Company N M Agro Private Limited registered its brand namely SHAN for edible oil, edible fats and preserves and MOTI for refined Mustard Oil in respect of transport, packing, and stora ge of goods. Till, February 2012 a part of our retail distribution was carried out by our promoter company under the aforesaid brands. After establishing the strong foothold in the trading and imports and with the in-depth understanding of domestic and foreign oil market, Our Company started setting up its own Refinery Unit with an installed capacity of 350 TPD at Khasra No. 512-513-514, Village Chijjarsi, Pilakhua District Hapur U.P. and the same got operational during the last quarter of FY 2011-12. Due to commencement of commercial operations of the Refinery Unit, the brands are used by refinery and also our Company has improved the numbers of branded sales which are as follows: MAANIK MAANIK Gold SHAN MOTI PEARL : : : : : Refined Soya-bean & Refined Cottonseed Refined Soya-bean (Premium Quality) Refined Palm Oil Mustard Pakki Dhani Mustard Kacchi Dhani

Our competitive strength Vast experience over five decades with sound market knowledge Our promoters have been associated with the oil industry for more than five decades, which has enabled us to successfully implement our growth strategies. We benefit from the experience of the promotes and core management team. We are one of the leading edible oil importing, manufacturing and marketing Companies of India with international presence, dealing in various edible oils such as Soya bean oil, Cottonseed oil, Palm oil (Palmolein), and Mustard oil, Rapeseed Oil etc. Strong presence in the oil producing countries

25

The company has made strong presence in the Oil producing countries, mainly Indonesia and Malaysia and has started negotiating with the suppliers with long term supplies at very competitive prices, which has become possible because of the companys quest to build and maintain strong re lationship with its clients. Our sales Distribution and Marketing network The extensive marketing and distribution network helps it to reach the customers in 7 states in India. The Company as on February has 30 distributors in Himachal Pradesh and 70 to 75 distributors in Punjab region. The Company handles the product marketing and distribution through a channel of distributors, C&F Agents and Retailers. Our business strategy Enhancement of capacity and value addition The installation of existing 350 TPD plant capacities is the entry for the company in refining division. The next strategy of the company is to establish another plant of same capacity to cater the demand of north India. In order to reduce the cost of production of the entire value chain and to enhance sale margins, the company intends to go for value addition. In value addition the company has decided to venture into interesterified fats for edible purpose and oleo-chemical division for production of oleo-chemicals as the high end niche product line for industrial applications. To continue brand building The industry is seeing shift in market share from the unorganized sector to the organized sector. The Indian edible oil sector is largely fragmented and unorganized which is shifting to the organized sector owing to the tax reforms (VAT) and on account of preference for packaged and branded products. Increase in awareness regarding adulteration and increased health consciousness (Palm Oil and Soya Oil- considered healthy because it contains unsaturated fats.) has further aided the growth of the organized sector. The company aims to initiate robust brand promotional and brand awareness among masses. As a part of its work programme it has been divided into three sectors as Brand Development, Brand Awareness and Brand Promotional through, media campaigns, press conferences, internet blogging etc. Expand geographical presence: The Company is having established retail network in the UP and the adjacent areas of Northern Region. Edible oils such as Soya Oil and Palm oil are such that have pan India demand.The company plans to foray into newer markets and increase customer base. The Company has plans to widen the operations to the states of Punjab, Haryana, Himachal Pradesh, States of J&K and Madhya Pradesh etc. With increased penetration levels the company will be able to increase it market share along with volumes. The company is not only scouting for shelf place but is also planning to set up manufacturing facilities in strategic location to increase its presence in new markets. The move is in line with the companys objective to be cost effective while adhering to quality standards and near to consumption markets. Strengthening the distribution network and market The company has already taken the initiative from April, 2012 for strengthening the distribution net work by appointing the distributors and C&F agents in each region i.e. Punjab, Eastern UP, Central UP, Uttrakhand and Himachal Pradesh. The company is focusing on expanding the on distribution network by way of appointment of new distributors. As a part of its existing marketing plan the company has worked out to enter into tie up with professional marketing agency for strategic marketing and sales

26

SUMMARY OF FINANCIAL INFORMATION Annexure I - Restated Summary Statement of Assets and Liabilities ` in Lacs Particulars 30th September 2012 A a. Non-current assets Fixed assets Tangible Assets Capital work-inprogress Intangible Assets Non-current investments Deferred tax assets (net) Long-term loans and advances Current Assets Current Investments Inventories Trade receivables Cash and cash equivalents Short-term loans and advances Other current assets Total assets (C= A + B) Non-current Liabilities Long-term Borrowings Deferred tax Liabilities Long-term(net) Provisions Current Liabilities Short-term Borrowings Trade payables Other current Liabilities Short-term provisions 31st March 2012 As at 31st March 2011 31st March 2010 31st March 2009 31st March 2008

7,566.48 -

7,501.36 -

3,008.12 30.23

1,599.56 -

486.51 -

539.78 -

b. c. d.

7,566.48 126.80 135.73 7,829.01

7,501.36 26.80 60.71 7,588.87 2,493.77 30,589.19 71,829.74 5,814.27 561.35 111,288.32 118,877.19

3,038.35 16.80 315.30 3,370.45 4,018.82 16,484.77 39,616.64 4,834.72 398.79 65,353.74 68,724.19

1,599.56 16.80 48.39 1,664.75 20.00 948.17 19,969.78 18,819.54 313.53 18.92 40,089.94 41,754.69

486.51 16.80 47.96 551.27 455.35 6,264.18 1,840.46 140.14 15.45 8,715.58 9,266.85

539.78 16.80 24.69 581.27 325.74 2,598.48 710.03 251.90 7.52 3,893.66 4,474.93

B a. b. c. d. e. f. C. D. a. b. c. E. a. b. c. d.

10,180.08 49,553.65 26,258.95 4,456.31 410.75 90,859.74 98,688.75

2,542.10 874.05 5.75 3,421.90 22,369.10 45,852.90 1,761.08 1,499.53 71,482.61 74,904.51

2,822.83 846.48 4.02 3,673.33 50,474.82 42,849.03 1,812.19 996.29 96,132.33 99,805.66

2,691.07 226.41 2.60 2,920.08 17,909.50 40,306.04 708.70 686.83 59,611.07 62,531.15

678.50 219.99 1.42 899.91 7,701.32 29,141.37 347.74 352.00 37,542.43 38,442.34

672.25 71.18 0.79 744.22 347.55 6,243.34 617.15 163.88 7,371.92 8,116.14

223.58 37.94 0.47 261.99 427.62 2,664.25 640.38 108.33 3,840.58 4,102.57

F.

Total liabilities (F= D + E)

27

Net Worth (C-F) Net Worth represented by Share Capital Reserves and Surplus Securities Premium Account Net Surplus/(Deficit) in the statement of profit and loss Net Worth (G+H)

23,784.24

19,071.53

6,193.04

3,312.35

1,150.71

372.36

G. H. a. b.

2,354.85

2,102.13

1,336.21

165.70

69.70

34.59

13,717.65 7,711.74 21,429.39 23,784.24

11,695.87 5,273.53 16,969.40 19,071.53

2,887.79 1,969.06 4,856.85 6,193.04

1,507.79 1,638.86 3,146.65 3,312.35

403.79 677.22 1,081.01 1,150.71

337.77 337.77 372.36

28

Annexure II - Restated Summary Statement of Profits and Losses ` in Lacs Particulars 30th September 2012 Income from continuing operations Revenue from operations Trading Manufacturing Revenue from Electric Generation Other Income Total Revenue Expenses Cost of materials consumed Purchases-Traded Changes in inventories of finished goods, work-inprogress and stock-intrade Employee benefits expense Costs Finance Other expenses Depreciation and amortization expenses Total Expenses Restated profit before tax from continuing operations Tax expense/(income) Current tax Deferred tax charge/(credit) Total tax expense Restated profit after tax from continuing operations (A) Discontinuing operation Profit before tax from discontinuing operations Tax expense of discontinuing operations Restated Profit after tax from discontinuing operations (B) Restated profit for the year (A + B) For the Period / Year ended on 31st 31st 31st March March March 2012 2011 2010 31st March 2009 31st March 2008

53,850.38 25,920.07 346.16 1,329.81 81,446.42 22,920.21 57,421.32 (5,797.86)

164,415.61 964.07 223.43 3,646.63 169,249.74 1,131.03 156,509.38 1,731.36

102,178.30 145.46 2,338.65 104,662.41 101,409.24 (3,070.65)

70,002.48 30.73 291.61 70,324.82 67,521.85 (492.82)

32,543.32 28.31 93.45 32,665.08 31,139.70 (129.62)

20,985.93 0.11 49.84 21,035.88 19,867.23 (115.26)

141.88 1,217.55 1,827.10 285.91 78,016.11 3,430.31

209.08 2,620.74 1,635.68 491.61 164,328.88 4,920.86

105.67 2,295.05 1,648.08 201.06 102,588.45 2,073.95

89.68 593.88 1,102.69 47.07 68,862.36 1,462.46

85.87 314.23 657.83 53.16 32,121.17 543.91

21.90 169.07 681.58 16.56 20,641.07 394.81

964.51 27.59 992.10 2,438.21

996.32 620.07 1,616.39 3,304.47

686.83 6.42 693.25 1,380.70

352.00 148.82 500.82 961.64

171.22 33.24 204.46 339.45

110.55 38.11 148.66 246.15

2,438.21

3,304.47

1,380.70

961.64

339.45

246.15

29

Annexure III - Restated Summary Statement of Cash Flows ` in Lacs Particulars 30th September 2012 A. CASH FLOW FROM OPERATING Net profit before taxation ACTIVITIES from continuing Net profit before taxation operations (as restated) from cash discontinued Non adjustments operations (as restated) to reconcile profit Provision for gratuity before tax to net created during thecash year Prior Period Adjustment flows (net) Depreciation and amortization expense Employee stock compensation expense Loss/(profit) on sale/scrap of fixed assets (net) Unrealized foreign exchange loss (net) Advertisement expenses Loss/(profit) on sale of investments Interest income Dividend income Interest expense Operating profit before working capital changes (as restated) Movement in Working Capital (Increase)/decrease in trade receivables (Increase)/decrease in Inventories (Increase)/decrease in loans and advances (Increase)/decrease in LT loans and advances (Increase)/decrease in other current assets Increase/(decrease) in trade payables & others Cash flow from operations Direct taxes paid (including fringe benefit Net cash generated taxes paid) (net of from operating activities B. CASH FLOW USED refunds) (A) IN INVESTING ACTIVITIES 3,430.31 1.73 285.91 (1,319.18) 2,398.77 For the Period / Year ended on 31st March 31st March 31st March 2012 2011 2010 31st March 2009 31st March 2008

4,920.86 1.41 491.61 (1.90) (3,631.62) (0.29) 1,694.45 3,474.52

2,073.95 1.19 201.06 (4.74) (2,283.31) 156.78 144.93

1,462.46 0.63 47.07 (261.29) 112.83 1,361.70

543.91 0.31 53.16 0.21 (90.05) 190.89 698.42

394.81 0.47 16.56 (36.16) (0.16) 169.07 544.59

(18,964.46) (7,686.31) 1,357.96 (75.02) 150.60 2,952.76 (19,865.70) (461.29) (20,326.99)

(14,104.42) 1,525.05 (979.55) 254.59 (162.56) 3,646.48 (6,345.89) (686.83) (7,032.72)

3,485.01 (3,070.65) (4,521.19) (266.91) (379.87) 11,525.63 6,916.95 (352.01) 6,564.94

(13,705.60) (492.82) (173.39) (0.43) (3.47) 22,627.80 9,613.79 (163.08) 9,450.71

(3,665.70) (129.61) 111.76 (23.27) (7.93) 3,546.85 530.52 (106.66) 423.86

(2,039.23) (115.27) (251.90) 384.17 (7.52) 2,767.07 1,281.90 (39.89) 1,242.01

30

Purchase of fixed assets, including intangible assets, capital work in progress and capital advances Sale of Fixed Assets (Purchase)/Sale of investments Interest received Dividend received Net cash used in investing activities (B) C. CASH FLOW FROM /(USED IN) FINANCING ACTIVITIES Proceeds from Borrowings Proceeds from issue of Share Capital Share Capital & Share Application Money Share Premium Interest paid Net cash generated from/(used in) financing activities (C) Net increase/(decrease) in cash and cash equivalents ( A + B + C ) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Components of Cash and Cash Equivalents

(351.03)

(4,956.83)

(1,639.85)

(1,160.12)

(2.18)

(496.15)

4.10 (100.00) 1,319.18 868.15 (10.00) 3,631.62 0.29 (1,330.82) 24.74 2,283.31 668.20 (20.00) 261.29 (918.83)

2.09 90.05 89.96 (16.61) 36.16 0.16 (476.44)

(28,386.45)

32,697.08

12,220.75

7,360.02

368.60

11.06

252.72 2,021.78 (26,111.95)

765.92 8,808.08 (1,694.45) 40,576.63

120.00 1,380.00 (156.78) 13,563.97

96.00 1,104.00 (112.83) 8,447.19

35.11 403.79 (190.89) 616.61 (169.07) (158.01)

(45,570.79)

32,213.09

20,797.11

16,979.07

1,130.43

607.56

71,829.74

39,616.65

18,819.54

1,840.46

710.03

102.46

26,258.95

71,829.74

39,616.65

18,819.54

1,840.46

710.03

30th September 2012 115.08

31st March 2012 610.50

As at 31st March 31st March 2011 2010 14.39 35.08

31st March 2009 22.28

31st March 2008 12.17

Cash on hand Balance with scheduled banks : Current & Deposit account

26143.87 26,258.95

71,219.24 71,829.74

39,602.26 39,616.65

18,784.46 18,819.54

1,818.18 1,840.46

697.86 710.03

31

OFFER DETAILS IN BRIEF Offer of Equity Shares of which Offer for sale by Mohit Nidhi Agro Oil Private Limited. Offer for sale by Sundaram Distributors Private Limited Offer for sale by Jagprem Vyapaar Private Limited Of Which A. QIB Portion of which Available for allocation to Mutual Funds only (5% of the QIB Portion). Balance for all QIBs including Mutual Funds. B. Non Institutional Portion 50% of the offer 30, 00,000 Equity Shares of ` 10 each for cash at a price of ` [] per equity share aggregating to ` [] lacs shall be allocated on a proportionate basis to QIBs. 1,50,000 Equity Shares 28,50,000 Equity Shares At least 15% of the offer i.e. 9, 00,000 Equity Shares of ` 10 each for cash at a price of ` [] per equity share aggregating to ` [] Lacs, available for allocation to Non Institutional Bidders. At least 35% of the offer i.e. 21, 00,000 Equity Shares of `10 (Allocation on proportionate basis) each for cash at a price of ` [] per equity share aggregating to ` [] lacs, available for allocation to Retail Individual Bidder(s). (Allocation on proportionate basis) 2,35,48,542 Equity shares ` 10 each 2,35,48,542 Equity Shares of ` 10 each 60,00,000 Equity Shares 34,62,000 Equity Shares 9,87,200 Equity Shares 15,50,800 Equity Shares

C. Retail Portion

Equity Shares outstanding prior to the Offer Equity Shares outstanding after the Offer

Under-subscription, if any, in any category would be met with spill over from other categories or combination of other categories at the sole discretion of our Company in consultation with the BRLM. In case of inadequate demands from the Mutual Funds, the Equity Shares would be made available to QIBs other than Mutual Funds.

32

GENERAL INFORMATION Our Company was incorporated as Newal Chand Mohan Lal Jain Private Limited on September 26, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to NCML Exim Private Limited vide a fresh certificate of incorporation dated April 19, 2007 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently the name of our Company was changed to NCML Industries Private Limited and a fresh certificate of incorporation dated October 28, 2010 was issued. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to NCML Industries Limited and a fresh certificate of incorporation dated December 16, 2010 was issued by the Registrar of Companies. Our Corporate Identity No. is U65923DL1996PLC082284. Registered Office of Our Company NCML Industries Limited 1818,Naya Bazar, Delhi-110006 Tel. No. + 91 -011-23968269 Website: www.ncml.co.in Email: investors@ncml.co.in Corporate Office of our Company NCML Indusitres Limited 108-109-110, Vardhman City Plaza-2, Asafali Road, New Delhi-110002 Tel. No. +91 -11-23233715-18 Fax. No.+91 -11-23210644 Website: www.ncml.co.in Email: investors@ncml.co.in For details of change in name, please refer to the Chapter titled History and Other Corporate Matters beginning on page 113 of this Draft Red Herring Prospectus. Corporate Identification Number of Our Company is U65923DL1996PLC082284 Address of Registrar of Companies Registrar of Companies, New Delhi th 4 Floor, IFCI Tower, 61, Nehru Place, New Delhi. Delhi-110019 Tel: +91-11-26235707-08-09 Fax: +91-11-26235702 Email: roc.delhi@mca.gov.in Our Board of Directors: The Board of Directors consists of the following: Sr. No. Board of Directors Designation Status DIN

33

1. 2. 3. 4.

Mr. Rajnish Jain Mr. Manish Jain Mr. Sanjay Tickoo Mr. Dinesh Kalra

Chairman cum Managing Director Executive Director Independent Director Independent Director

Non Independent Executive Director Non Independent Executive Director Independent Non Executive Director Independent Non Executive Director

00256414 00256375 03419068 03321584

Brief Profiles of Our Directors 1. Mr. Rajnish Jain Mr. Rajnish Jain is the elder son of Shri Mohan Lal Jain, promoter of the Company and is appointed as director of the Company since its Inception. He holds the Bachelor Degree in Commerce and Law. . He joined the business at the age of 21 and today he has the business acumen of 24 years. He has been appointed as managing Director of the company for a period of five years w.e.f November 2, 2010. Mr Rajnish Jain in the year 2012-13 won the award for the "Youngest Entrepreneur of North India by the Central Organization for Oil Industry and Trade. He is heading the Company as Managing Director and is taking care of International Business Transactions of the Company and is completely involved in every business critical decision. 2. Mr. Manish Jain Mr. Manish Jain is promoter of the Company since its Inception. He is a commerce graduate and a management professional In his current role, he takes care of the domestic Sales & Marketing and local procurement of goods. Since joining NCML almost 20 years ago, Mr. Manish Jain has been paramount in building NCMLs reputation by adding big firms and MNCs . In the year 1999, he started NM Agro Private Limited. for the purpose of packing edible oils under registered brands such as Maanik, Moti and Shaan. Today these brands enjoy household status in the states of U.P, Uttarakhand and Delhi. He is also handling the overall operations of the 350 TPD Refinery Unit. 3. Mr. Sanjay Tickoo Mr. Sanjay Tickoo is the Oil technologist with industry rich experience and his credentials carries PHD in Applied Sciences. He has handled many projects like study of efficient refining process with respect to Soya bean Oil, Coconut He has worked on various research projects with the Government and other organizations, apart from commissioning several oil refinery projects. His research papers and books on typical nature of oils and process up gradation into refining them have brought him great accolades over the years. 4. Mr. Dinesh Kalra He is HR Consultant by profession. He has vast experience in getting the best manpower in the fields of Hospitality, Insurance Industry and retail to name a few. He is an expert in handling the work force, supervision and providing training for enhancing various soft skills. Company Secretary and Compliance Officer Mr. Rakesh Kumar Bajaj is the Company Secretary and compliance officer of our Company. His contact details are as follows:1818, Naya Bazar, Delhi-110006 Tel. No. + 91 -011-23968269 Website: www.ncml.co.in Email: investors@ncml.co.in Investors are advised to contact the Compliance Officer Mr. Rakesh Kumar Bajaj and / or the Registrar to the Offer i.e Satellite Corporate Services Private Limited and/or Book Running Lead Manager to the Offer i.e. Corporate Strategic Allianz Limited, in case of any pre-Offer or post-Offer

34

problems such as non-receipt of letters of Allocation, credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non receipt of funds by electronic mode etc. For all Issue related queries and for redressal of complaints, investors may also write to the Book Running Lead Manager. All complaints, queries or comments received by SEBI shall be forwarded to the Book Running Lead Manager, who shall respond to the same. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving full details such as name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA Account number and the Designated Branch of the SCSBs where the ASBA Form was submitted by the ASBA Bidders. Bankers to Our Company Axis Bank Central office nd 2 floor, Statesmen House 148, Barakhamba Road, New Delhi-110001 Tel:011-43682481 Fax:011-4368447 Email :swati.agrawal@axisbank.com Website: www.axisbank.com Contact Person: Ms Swati Jain (Senior Manager) State Bank of Patiala Commercial branch, New Delhi, 2nd floor Chanderlok Building, 36 Janpath New Delhi-110001 Tel: 011-23739775 Fax: 011-23354365 Email ID: sbpcbnd@yahoo.co.in Website:sbp.co.in Contact Person: S. R. Sehrawat (Chief Manager) State Bank Of India Industrial Finance Branch, 14th Floor, Jawahar Vyapaar Bhawan, 1 ,Tolstoy Marg, New Delhi-110001 Tel:011-23374625 Fax:011-23721041 Email :sbi.09601@sbi.co.in Website: www.sbi.co.in Contact Person: Mr. Pankaj Kandwal (Chief Manager) Allahabad Bank Industrial finance branch, first floor, 17, parliament street, new delhi-110001 Tel- 011-23744621 Fax-011-23342102 Email-br.del_ifb@allahabadbank.in Contact Person: Mr. Sanjeev Mittal (Chief Manager)

ICICI Bank Videocon Towers, Block-E1, Jhandewalan Extension, New Delhi-110055 Tel:011-30597093 Fax:011-42523396 Email :kunal.sinha@icicibank.com Website: www.icicibank.com Contact Person: Mr. Kunal Sinha (Relationship Manager) Standard Chartered Bank 23, narain manzil, barakhamba road, New Delhi 110001 Tel:01244876428 Fax:01244876207/0681 Email :aman.kasewa@sc.com Website: www.standardchartered.co.in Contact Person: Mr.Aman Kasewa (Associate Director)

35

Union Bank of India 111/112 Fatehpuri, Khari Baoli, New Delhi-110006 Tel:011-23960558 Fax:011-23982810 Email :kbaoli@unionbankofindia.com Website: www.unionbankofindia.co.in Contact Person: Mr. Akhileshwar Choudhary (Assistant General Manager) Indian Overseas Bank 4th Floor Rachna Building, , Rajender Place, New Delhi Tel: 011 25756479 Fax:01124756478 Email :midcorporate @delsco.iobnet.co.in Website: www.iob.in Contact Person: Mr. V S Raghunathan (Assistant General Manager) Central Bank of India Mid Corporate Finance Link House,3 Bahadurshah Jafa Marg, New Delhi110002 Tel:011-23708384 Fax:011-23708385 Email :agmdelamid@centralbank.co.in Website: www.centralbankofindia.co.in Contact Person: Mr Sundeep Gulati (Assistant General Manager) STATUTORY AUDITORS TO OUR COMPANY Manoj & Associates Chartered Accountants 20, Chawla Complex,A 215, Shakarpur, Delhi 110092 Email: ca_manojjain@yahoo.co.in Contact No: 011-22057814 Fax No: 011-22057814 Contact Person: Mr. Manoj Jain FRN No: 012867N PEER REVIEW AUDITORS TO OUR COMPANY MEHRA AND COMPANY Charterd Accountants 7, Rajeshwari Palace, Near Commissioners Residence, Civil Lines, Meerut -25001 E-Mail: cmehra47@rediffmail.com Contact No: 0121-2671874 Contact Person: Mr. Chander Mehra OFFER MANAGEMENT TEAM

Yes Bank D-12, south extension part II, New Delhi 110049 Tel:011-46029052 Fax:011-26254000 Email :agam.jain@yesbank.in Website: www.yesbank.in Contact Person: Mr. Agam Jain (Assistant VP) Oriental Bank Of Commerce 85-A, Rishyamook Building, Panchkuian Road, New Delhi-110001 Tel:011-23361730 Fax:011-23341769 Email :bm0502@obc.co.in Website: www.obcindia.com Contact Person: Mr B M Sharma (Assistant General Manager) Syndicate Bank Corporate Finance Building, first floor sarojni house, 6, Bhagwan Das Road, New Delhi Tel:011-23381937 Fax:011-23382493 Email :dl.9095delcorpfin@syndicate bank.co.in Website: www.syndicatebank.co.in Contact Person: Mr. A N Shiva Swammy (Assistant General Manager)

36

BOOK RUNNING LEAD MANAGER Corporate Strategic Allianz Limited 402, Samedh Complex, Near Associated Petrol Pump, C G Road Ahmedabad 380 006, Gujarat Tel No: +91-079-26424138/40024670 TeleFax: + 91-079- 4002 4670 SEBI REGN NO: INM 000011260 Email: ncmlipo@csapl.com Website: www.csapl.com Contact Person: Mr. Nevil Savjani LEGAL ADVISOR TO THE OFFER Shoeb Shakeel 5/27-A, Jangpua-B, Mathura Road, New Delhi Tel: 011-23385917 Fax no: 011-24338695 Email Id:- abvshoed@gmail.com BANKERS TO THE OFFER AND ESCROW COLLECTION BANKS The Bankers to the Offer shall be appointed prior to filing of the Red Herring Prospectus with RoC. SELF CERTIFIED SYNDICATE BANKS The lists of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on www.sebi.gov.in. For details on designated branches of SCSBs collecting the ASBA Bid cum Application Form, please refer the above mentioned SEBI link.

REGISTRARS TO THE OFFER SATELLITE CORPORATE SERVICES PRIVATE LIMITED B-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai 400 072, Maharashtra India Tel: +91-22- 28520461/462, Fax:+91-22- 28511809 SEBI REGN NO: INR000003639 Email Id: service@satellitecorporate.com Website: www.satellitecorporate.com Contact Person: Mr. Michael Monteiro SYNDICATE MEMBERS The Syndicate Member(s) shall be appointed prior to filing of the Red Herring Prospectus with RoC.

REFUND BANKER TO THE OFFER The Refund Banker(s) shall be appointed prior to filing of the Red Herring Prospectus with RoC. BROKERS TO THE OFFER All the members of recognised stock exchanges would be eligible to act as brokers to the Offer.

STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES BETWEEN BRLM Since Corporate Strategic Allianz Limited is the sole Book Running lead Manager to the Offer, all the responsibility of the issue will be managed by them. CREDIT RATING As this is an Offer of Equity Shares, credit rating is not required. IPO Grading This Offer being has been graded by []. The rationale furnished by the credit rating agency for its grading will be updated at the time of filing the Red Herring Prospectus with RoC. TRUSTEES As this is an Offer of Equity Shares, the appointment of Trustees is not required. MONITORING AGENCY The offer being Offer for Sale, Our Company will not receive any proceeds from the offer and is not required to appoint a monitoring agency for the offer. STATEMENT OF RESPONSIBILITY Corporate Strategic Allianz Limited is the sole BRLM to the Offer. Book Building Process

37

The book building, in the context of the Offer, refers to the process of collection of Bids on the basis of the Draft Red Herring Prospectus within the Price Band, which will be decided by our Company and the Selling Shareholders, in consultation with the BRLM, and advertised at least two Working Days prior to the Bid/Offer Opening Date. The Offer Price is finalized after the Bid/Offer Closing Date. The principal parties involved in the Book Building Process are: our Company; the Selling Shareholders; the BRLM; the Syndicate Members who are intermediaries registered with SEBI or registered as brokers with the BSE/ the NSE and eligible to act as Underwriters. The Syndicate Members are appointed by the BRLM; the SCSBs; the Registrar to the Offer; and the Escrow Collection Banks. This is an Offer for more than 25% of the post- Offer capital in accordance with Rule 19(2)(b)(i) of the SCRR. This Offer is being made through the 100% Book Building Process wherein not more than 50% of the Offer shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price. Under-subscription if any, in any category, would be allowed to be met with spill over from any other category or a combination of categories at the discretion of our Company and the Selling Shareholders, in consultation with the BRLM and the Designated Stock Exchange. In accordance with the SEBI Regulations, QIBs Bidding in the QIB Portion are not allowed to withdraw their Bid(s) after the Bid/Offer Closing Date. For further details, see the section Terms of the Offer on page 201 of this Draft Red Herring Prospectus. Our Company will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this Offer. In this regard, our Company has appointed the BRLM to manage the Offer and procure subscriptions to the Offer. The process of Book Building under the SEBI Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid. Steps to be taken by the Bidders for bidding Check eligibility for making a bid (for further details, refer to the chapter titled Offer Procedure beginning on page 209 of the Draft Red Herring Prospectus); Bidders necessarily need to have a demat account and ensure that the demat account details are correctly mentioned in the Bid Cum Application Form / ASBA Bid Cum Application Form; Except for Bids on behalf of the Central or State Government, residents of the state of Sikkim and the officials appointed by the courts, for Bids of all values ensure that you have mentioned PAN in your Bid cum Application Form. In accordance with the SEBI Rules and Regulations, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction (refer chapter titled offer Procedure on page 209 of the Draft Red Herring Prospectus. Bidders are specifically requested not to submit their GIR number instead of the PAN as the Bid is liable to be rejected. Ensure that the Bid Cum Application Form is duly completed as per instructions given in the Draft Red Herring Prospectus and in the Bid Cum Application Form and the ASBA Bid cum Application Form;

38

 Bids by QIBs shall be submitted only through the ASBA process;

Bids by ASBA Bidders will have to be submitted to the designated branches of the SCSBs or can even be submitted to the Members of the Syndicate. ASBA Bidders should ensure that their bank accounts have adequate credit balance at the time of submission to the SCSB to ensure that the ASBA Bid cum Application Form is not rejected Illustration of Book Building and Price Discovery Process: (Investors should note that the following is solely for the purpose of illustration and is not specific to this Offer) The Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ` 20/- to ` 24/per Equity Share, Issue size of 3,000 Equity Shares and receipt of five Bids from the Bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price will be made available at the websites of the BSE (www.bseindia.com) during the Bidding/ Issue Period. The illustrative book as set forth below shows the demand for the Equity Shares of our Company at various prices and is collated from Bids from various investors. Bid Quantity Bid Price (`) Cumulative Quantity Subscript ion 500 1,000 1,500 2,000 2,500 24 23 22 21 20 500 1,500 3,000 5,000 7,500 16.67% 50.00% 100.00% 166.67% 250.00%

The price discovery is a function of demand at various prices. The highest price at which selling shareholders are able to transfer the desired number of shares is the price at which the book cuts off, i.e., ` 22 in the above example. The Issuer Company and the selling shareholders, in consultation with the BRLM, will finalize the Offer Price at or below such cut off price, i.e., at or below ` 22. All Bids at or above this Offer Price and cut-off Bids are valid Bids and are considered for allocation in the respective category. WITHDRAWAL OF THE OFFER Our Company and the selling shareholders, in consultation with the BRLM, reserves the right not to proceed with the Offer any time after the Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event, our Company and the selling shareholders would issue a public notice in the newspapers, in which the pre Offer advertisements were published, within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Offer. Our Company and the selling shareholders shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. If the Company and the selling shareholders withdraws the Offer and thereafter determines that it will proceed with an Offer For Sale of its Equity Shares, it shall file a fresh Draft Red Herring Prospectus with the SEBI. Bid/Issue Programme Bidding Period/Issue Period BID/ISSUE OPENS ON []

39

BID/ISSUE CLOSES ON

[]

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid/Issue Closing Date, Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) during the Bidding Period (excluding the ASBA Bidders) and uploaded till (i) 4.00 p.m. In case of Bids by QIBs and Non-Institutional Bidders and (ii) until 5.00 p.m. or such extended time as permitted by stock exchanges, in case of Bids by Retail Individual Bidders. It is clarified that the Bids not uploaded in the book would be rejected. Bids by the ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the stock exchanges. In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical Bid form, for a particular Bidder, the details as per the physical form of the Bidder may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the Registrar to the offer shall ask for rectified data from the SCSB. Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than the times mentioned above on the Bid/ Issue Closing Date. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Bidders are cautioned that in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically experienced in public offerings, some Bids may not be uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Company, the BRLM and Syndicate member will not be responsible. Bids will be accepted only on Business Days. On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchanges only for Uploading the Bids submitted by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of time period for acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock Exchanges within half an hour of such closure. The Company in consultation with the BRLM, reserve the right to revise the Price Band during the Bidding/ Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed in the Red Herring Prospectus and the Cap Price will be revised accordingly. In case of revision of the Price Band, the Issue Period will be extended for a minimum of three additional working days after revision of Price Band subject to the Bid/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the changes on the websites of the BRLM and at the terminals of the Syndicate. UNDERWRITING AGREEMENT After the determination of the Offer Price and allocation of Equity Share, but prior to filing of the Prospectus with the RoC, our Company and the selling shareholders will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered in this Offer. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLM shall be responsible for bringing in the amount devolved in the event the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement dated [], the obligations of the Underwriters are several and not joint and are subject to certain conditions, as specified therein.

40

The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This Portion has been intentionally left blank and will be filed in before filling of Prospectus with ROC) Name and Address of the Underwriter Indicative number Equity Shares to Underwritten [] of be Amount Underwritten (` in lakhs) []

Corporate Strategic Allianz Limited 402, Samedh Complex, Nr. Associated Petrol Pump, C.G. Road, Ahmedabad 380006 SEBI Regn No: INM000011260 []

[]

[]

The above-mentioned amount is indicative underwriting and would be finalized after determination of the Offer Price and actual allocation. In the opinion of the Board of Directors of the company (based on a certificate given by the Underwriters), the resources of the above mentioned underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The abovementioned Underwriters are registered with SEBI and are eligible to underwrite as per applicable guideline. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLM and the Syndicate Members shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure / subscribe to the Equity Shares to the extent of the defaulted amount as specified in the Underwriting Agreement.

41

CAPITAL STRUCTURE The Equity Share Capital of our Company as on the date of filing of this Draft Red Herring Prospectus with SEBI (before and after the offer) is set forth below: Particulars A B Authorized Equity Capital 2,35,50,000 Equity Shares of ` 10 each Issued, Subscribed & Paid-up Share Capital prior to the Offer 2,35,48,542 Equity Shares of `10 each Present Offer in Terms of this Draft Red Herring Prospectus Offer for sale of 60,00,000 Equity Shares of ` 10 each fully paid- up @ Of which, QIB Portion of shall be 30,00,000 equity shares of ` 10/ Non Institutional Portion not less than 9,00,000 equity shares of `10 each. Retail portion of not less than 21.00.000 equity shares of ` 10/- each. D Issued, Subscribed and Paid up Capital after Offer. 2,35,48,542 Equity Shares of ` 10 each Share Premium Account Share Premium Account before the Offer Share Premium Account after the Offer** Nominal Value (`) 23,55,00,000 23,54,85,420 Aggregate Value (` In Lakhs) 2355.00 2354.85

6,00,00,000

[] [] []

[] [] []

23,54,85,420 13717.65 13717.65

2354.85 13717.65 13717.65

@ The offer has been authorized by Mohit Nidhi Agro Oil Private Limited, Sundaram Distributors Private Limited and Jagprem Vyapaar Private Limited by its Board Resolution dated February 28, 2013. The equity shares to be offers in the offer have been held for a period of at least one year prior to the date of filing this draft red herring prospectus and hence eligible for being offered for sale in the offer. *Subject to valid bids being received at or above the Issue Price, in case of under subscription, if any, in the Offer, spillover to the extent of under subscription shall be permitted from other categories or a combination of categories in the Offer at the discretion of our company in consultation with BRLM and the Designated Stock Exchange. Such inter-se spillover, if any, would be effectuated in accordance with applicable laws, rules, regulations and guidelines. Notes to Capital Structure 1. Increase in Authorized Share Capital since Incorporation Particulars of Increase Increased (No. of Shares) Equity Shares Face Value in ` 10 10 10 10 10 10 Resolution Passed at

Date

26/09/1996 08/08/2001 21/11/2008 30/12/2009 03/09/2010 09/02/2011

On Incorporation Increase Increase Increase Increase Increase

From 0 50,000 4,50,000 10,00,000 20,00,000 2,00,00,000

To 50,000 4,50,000 10,00,000

50,000 4,50,000 10,00,000

N.A EGM EGM EGM EGM EGM

20,00,000 20,00,000 2,00,00,000 2,00,00,000 2,30,00,000 2,30,00,000

42

28/09/2012 2.

Increase

2,30,00,000

2,35,50,000

2,35,50,000

10

EGM

Share Capital History : Our Existing Share Capital has been subscribed and allotted as under :

Equity Share Capital Date of Allotment/ Fully Paid Up No. of Equity Shares Allotted Face Valu e (`) Issue Price (`) Considera tion Cumulative Number of Equity Shares Cumulativ e Paid up Share Capital (`) n Lakhs) 0.03 Cumulative Share Premium (`) in Lakhs)

26/09/1996

300

10

10

29/04/1997 22/03/2000 16/01/2002 31/03/2009 25/03/2010 31/05/2010 10/10/2010 31/10/2010 31/10/2010 30/06/2011 13/02/2012 30/03/2012 20/07/2012 29/09/2012 3.

600 45,000 3,00,000 3,51,120 9,60,000 3,60,000 60,51,060 8,40,000 44,54,040 24,00,000 25,97,200 26,62,000 16,40,555 8,86,667

10 10 10 10 10 10 10 10 10 10 10 10 10 10

10 10 10 125 125 125 125 125 125 125 90 90

Subscriptio n to memorand um Cash Cash Cash Cash Cash Cash Bonus Cash Bonus Cash Cash Cash Cash Cash

300

NIL

900 45,900 3,45,900 6,97,020 16,57,020 20,17,020 80,68,080 89,08,080 1,33,62,120 1,57,62,120 1,83,59,320 2,10,21,320 2,26,61,875 2,35,48,542

0.09 4.59 34.59 69.70 165.70 201.70 806.80 890.80 1336.21 1576.21 1835.93 2102.13 2266.18 2354.85

NIL NIL Nil 403.79 1507.79 1921.79 1921.79 2887.89 2887.89 5647.89 8634.67 11695.97 13008.41 13717.74

Equity Shares Issued for Consideration other than Cash :

Except as set out in the table below, we have made no issues of shares for consideration other than cash: Date of Allotment Name of Allottees Number of Equity Shares Face Valu e (`) Reason for Allotment Whether Benefit accrue to our Company No No No No No No No No No No No No No No No

10/10/2010

Mohanlal Jain Mohan Lal Jain (H.U.F.) Kamla Jain Rajnish Jain Rajnish Jain ( H.U.F.) Manish Jain (H.U.F.) Sangeeta Jain Suman Jain Manish Jain Subhagchand Shamlal Jain Maanik Jain Shrenik Jain Maash Agroils N M Agro Private limited Mohit Nidhi Agro Oil Private limited

330510 29700 594300 15300 39300 22260 300300 39300 324000 30 30 30 396000 2520000 1440000

10 10 10 10 10 10 10 10 10 10 10 10 10 10 10

#Bonus issue in the ratio of 3:1

43

31/10/2010

Mohan Lal Jain Mohan Lal Jain (H.U.F.) Kamla Jain Rajnish Jain Rajnish Jain ( H.U.F.) Manish Jain (H.U.F.) Sangeeta Jain Suman Jain Manish Jain Subhagchand Shamlal Jain Maanik Jain Shrenik Jain Maash Agroils N M Agro Private limited Mohit Nidhi Agro Oil Private limited Total

220340 19800 396200 10200 26200 14840 200200 26200 216000 20 20 20 264000 1940000 1120000 1,05,05,100

10 10 10 10 10 10 10 10 10 10 10 10 10 10 10

*Bonus Issue in the ratio of 1: 2

No No No No No No No No No No No No No No No No

# Pursuant to Board meeting on10/10/2010, Our Company had issued 60,51,060 bonus shares in the ratio of Three shares for every one share held out of the balance of profit and loss account. * Pursuant to Board meeting on 31/10/2010, Our Company had issued 44,54,040 bonus shares in the ratio of One share for every Two share held out of the balance of profit and loss account. 4. Details of Build Up, Contribution and Lock in of Promoters

A. Capital built up of the Promoters Name of the Promote r Mohan Lal Jain Date of Allotment / Transfer and made fully paid 26/09/1996 Nature of Allotment No. of Shares Cumula tive Shares Face Value (`) Issue/ Transf er Price (`) 10 Consi deratio n % of Pre issue capital % of Post issue capital

01/10/1999

22/03/2000 03/10/2003 03/10/2003 31/03/2009 31/03/2010

10/10/2010 31/10/2010 Rajnish Jain 26/09/1996

Subscription to the Memorandum Transfer to Subhag Chand Shamlal Jain Allotment Transfer to Maanik Jain Transfer to Shrenik Jain Allotment Transfer from Newal Chand Jain Bonus issue Bonus issue Subscription to the Memorandum Allotment Bonus issue Bonus issue

100

100

10

Cash

(10)

90

10

10

Cash

10000 (10) (10) 100000 100

10090 10080 10070 110070 110170

10 10 10 10 10

10 10 10 125 *

Cash Cash Cash Cash *

330510 220340 100

440680 661020 100

10 10 10

Nil Nil 10

Bonus Bonus Cash

2.81

2.81

22/03/2000 10/10/2010 31/10/2010

5000 15300 10200

5100 20400 30600

10 10 10

10 Nil Nil

Cash Nil Nil

0.13

0.13

44

Suman Jain

26/09/1996

22/03/2000 31/03/2009 10/10/2010 31/10/2010 Manish Jain 10/10/2005

Subscription to the Memorandum Allotment Allotment Bonus issue Bonus issue Transfer from Shri Niwas Leasing and Finance Limited Allotment Bonus issue Bonus Issue Allotment

100

100

10

10

Cash

5000 8000 39300 26200 100000

5100 13100 52400 78600 100000

10 10 10 10 10

10 125 Nil Nil 10

Cash Cash Bonus Bonus cash

0.33

0.33

31/03/2009 10/10/2010 31/10/2010 NM Agro Private Limited 25/03/2010

8000 324000 216000 480000

108000 432000 648000 480000

10 10 10 10

125 Nil Nil 125

Cash Bonus Bonus Cash

2.75

2.75

31/05/2010 10/10/2010 31/10/2010 31/10/2010 30/06/2011 30/06/2011 30/06/2011

Allotment Bonus Allotment Bonus Allotment Allotment Allotment

360000 2520000 520000 1940000 320000 440000 400000

840000 3360000 3880000 5820000 6140000 6580000 6980000

10 10 10 10 10 10 10

125 Nil 125 Nil 125 125 125

Cash Bonus Cash Bonus Cash Cash Cash

29.64

29.64

*transmission of shares on the death of Mr. Newalchand Jain Details of aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a body corporate (1) N M Agro Private Limited as on 30 September,2012 Name of the Shareholders Rajnish Jain Manish Jain Kamla Jain Suman Jain Sangeeta Jain Mohan Lal Jain Sikander Kumar Jain Vipin Kumar Jain Sandeep Kumar Jain Ranjan Kumar Jain Gulshan Kalia Babita Kalia Rajnish Jain HUF Manish Jain HUF Mohan Lal Jain (HUF) Mohit Nidhi Agro Oil Private Limited Newal Chand Mohan Lal & Co. Future Corporation Limited formerly known as Bhumiputra (India) Ltd. Radha Madhav Agrotech Private Limited SKM India Private Limited Intiqua India Limited Alpna Gases Limited No. of Shares 132600 105100 24700 100 100 100 100 100 100 100 100 100 135100 167600 50100 400000 300000 80000 40000 40000 160000 80000
th

Sr. No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22

45

23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41

Alpee Enterprises Private Limited Pine View Investments Private Limited SKM India Private Limited Top Tech Golden Merchantiles Limited Pankhuri Technowave Private Limited Shri Bhawani India Private Limited Atithi Chemicals Private Limited Zoom Heritage Properties Private Limited Gautam Budh Infrastructures Private Limited JJ Ext Private Limited AMS Powertronics Private Limited Sundeep Credits Private Limited Utkarsh Printing Press Private Limited SLG Agriculture Private Limited Gama Instrumentation Private Limited Rayan Garments Private Limited Zarf Infra Development Private Limited Atithi Infra Private Limited Total

25000 37500 118250 12500 150000 50000 181250 18500 54000 107000 41500 70000 15000 5000 25000 25000 24500 20000 50000 2746100

B.

Details of Promoters contribution locked in for three years

Pursuant to the provisions Regulation 36 of SEBI ICDR Regulations, an aggregate of 20% of the Post-Offer Equity Capital of the Company held by Promoters shall be locked in for a period of three years from the date of Allotment of Equity Shares in the offer. The details of such lock in are given below: Name of the Promoter Date of Allotment / Transfer and made fully paid 26/09/1996 Nature of Allotment No. of Shares Cumulati ve Shares Face Valu e (`) Issue/ Transfe r Price (`)) 10 Consid eration % of Post Offer capital Lock In period

Mohan Lal Jain

01/10/1999

22/03/2000 03/10/2003 03/10/2003 31/03/2009 31/03/2010

N M Agro Private Limited

25/03/2010

Subscription to the Memorandum Transfer to Subhag Chand Shamlal Jain Allotment Transfer to Maanik Jain Transfer to Shrenik Jain Allotment Transfer from Newal Chand Jain Total Allotment

100

100

10

Cash

(10)

90

10

10

Cash

10000 (10) (10) 100000 100

10090 10080 10070 110070 110170

10 10 10 10 10

10 10 10 125 *

Cash Cash Cash Cash *

110170 480000

0.47 480000 10 125 Cash

3 years

Allotment 360000 Bonus 2520000 Allotment 520000 Allotment 320000 Allotment 400000 Total 4600000 *transmission of shares on the death of Newalchand Jain .

31/05/2010 10/10/2010 31/10/2010 30/06/2011 30/06/2011

840000 3360000 3880000 4200000 4600000

10 10 10 10 10

125 10 125 125 125

Cash Bonus Cash Cash Cash 19.53 3 years

46

In compliance with Regulation 33 sub-regulation (1) clause (b) of SEBI ICDR Regulations, the aforesaid shares are eligible to form a part of promoters contribution. Our Promoters have given specific written consent for inclusion of the aforesaid Equity Shares as a part of promoters contribution which is subject to lock-in period of 3 years from the date of Allotment of Equity Shares in the offer. The above Equity Shares are eligible for computation of promoters contribution and lock -in in terms of Regulation 33 of SEBI ICDR Regulations. Other than the Equity Shares locked-in as Promoters contribution for a period of three years as stated in the table above, the entire pre-issue capital of our company, except 60,00,000 Equity shares forming part of offer for sale , shall be locked in for a period of one year; as per Regulation 36 clause (b) and Regulation 37 of the SEBI ICDR Regulations. The Promoters contribution has been brought in being not less than the specified minimum lot and from the persons defined as Promoters under the SEBI ICDR Regulations. 5. We confirm that the minimum Promoters contribution of 20% of the post-Offer Capital, which is subject to lock-in for three years, does not consist of: a. Equity Shares acquired within three years before the filing of the Draft Red Herring Prospectus with SEBI for consideration other than cash and revaluation of assets or capitalisation of intangible assets or resulting from a bonus issued by utilization of revaluation reserves or unrealized profits of our Company or from bonus issue against Equity Shares which are ineligible for minimum Promoters contribution. b. Securities acquired by our Promoters, during the preceding one year, at a price lower than the price at which Equity Shares are being offered to the public in the Offer. c. Private placement made by solicitation of subscription from unrelated persons either directly or through any intermediary. d. Promoters contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under SEBI (ICDR) Regulations, 2009. e. Equity Shares for which specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the minimum Promoters contribution subject to loc k-in. f. Pledged Equity Shares held by our Promoters. 6. Details of the buildup of Mohit Nidhi Agro Oil Private Limiteds shareholding in our company. Date of Transaction Nature of Transaction No. of Equity shares Nature of Consideratio n Cash Cash Face value Issue/Acquisiti on/ sale price per Equity Share 10 10

31/03/2010 31/03/2010

Transfer from H.K Interiors Private Limited Transfer from Apple Midas Mutual Benefits Limited Transfer from Whitehouse Build tech Private Limited Transfer from Pasupati Petrochem Industries Private Limited Transfer from USB Tourism And Resorts Limited formely known as Skyweb (India) Limited Transfer from Rashi Leasing Limited Transfer from Aero Lastic India Limited

20000 60000

10 10

31/03/2010

60000

Cash

10

10

31/03/2010

60000

Cash

10

10

31/03/2010

100000

Cash

10

10

31/03/2010 31/03/2010

20000 20000

Cash Cash

10 10

10 10

47

31/03/2010

Transfer from Future Corporation Limited formely known as Bhumi Putra India limited Bonus Allotment Bonus Allotment Allotment

140000

Cash

10

10

10/10/2010 31/10/2010 31/10/2010 30/06/2011 30/06/2011 Total 7.

1440000 320000 1120000 440000 800000 4600000

Bonus in ratio of 3:1 Cash Bonus in ratio of 1 :2 Cash Cash

10 10 10 10 10 125

125 125

Details of the buildup of Jagprem Vyapaar Private Limiteds shareholding in our company. Nature Transaction Allotment Allotment of No. of Nature of Equity Consideration shares 1550800 Cash 430400 Cash 1981200 Face value Issue/Acquisition/ sale price per Equity Share 125 125

Date of Transaction 13/02/2012 30/03/2012 Total 8.

10 10

Details of the buildup of Sundaram Distributors Private Limiteds shareholding in our company. Nature Transaction of No. Equity shares of Nature of Consideration Face value Issue/Acquisition/ sale price per Equity Share

Date of Transaction

13/02/2012 30/03/2012 Total 9.

Allotment Allotment

987200 1031600 2018800

Cash Cash

10 10

125 125

Public shareholders holding more than 1% of the pre-offer Paid up Capital of the Company. Name of Shareholder Pre Offer No. of Equity Percentage (%) Shares Held 4600000 19.53 2840555 2018800 1981200 886667 12.06 8.57 8.41 3.77 Post Offer No. of Equity Percentage (%) Shares Held 1138000 4.83 2840555 1031600 430400 886667 12.06 4.38 1.83 3.77

Sr. No

1 2 3 4 5

Mohit Nidhi Agro Oil private Limited Genius Distributors Private Limited Sundaram Distributors Private Limited Jagprem Vyapaar Private Limited Chamunda Sales Private Limited

10.

There have been no transactions of purchase or sell by the promoter group and /or by the directors of the company which is a promoter of the Offerer and/or by the directors of the Offerer and their immediate relatives (as defined under sub-clause (zb) sub-regulation (1) Regulation 2 of the SEBI (ICDR) Regulations, 2009) in Equity Shares within six months immediately preceding the date of filing of the Draft Red Herring Prospectus with SEBI. Details of shareholding pattern of Our Company, before and after the Offer. The shareholding pattern of our Company before the Offe as prescribed under clause 35 of the Listing Agreement is mentioned below:

11.

48

Cate gory Code (I)

Category Shareholder (II)

of

No. of Sha reh olde rs (III)

Total of No. of shares (IV)

No. of Shares held in Demateri alized form (V)

Total Shareholding as a % of total no of shares

Shares pledged or otherwise encumbered

As a % of (A+B) (VI)

As a % of (A+B+C ) (VII)

No. of Shares (VIII)

As a % (IX)= (VIII) /(IV)* 100

(A) (1) (a) (b) (c) (d) (e) (2) (a)

(b) (c) (d)

(B) (1) (a) (b) (c)

(d) (e) (f) (g) (h) (2) (a) (b)

Promoter and Promoter Group Indian Individuals/HUF Central Government/ State Govt(s) Bodies Corporate Financial Institutions/Banks Any Other (specify) Sub-Total (A)(1) Foreign Individuals (NonResident Individuals/ Foreign Individuals) Bodies Corporate Institutions Any Other (specify) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) Public Shareholding Institutions Mutual Funds/UTI Financial Institutions/Banks Central Government/State Government(s) Venture Capital Funds Insurance companies Foreign Institutional Investors Foreign Venture Capital Investors Any Other (specify) Sub Total (B) (1) Non Institutions Bodies Corporate Individuals(i) Individual shareholders holding nominal share capital up to ` 1 lakh.

11 Nil 1 Nil Nil 12 Nil

23,92,920 Nil 69,80,000 Nil Nil 93,72,920 Nil

Nil Nil Nil Nil Nil Nil Nil

10.16 Nil 29.64 Nil Nil 39.80 Nil

10.16 Nil 29.64 Nil Nil 39.80 Nil

Nil Nil Nil Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil Nil Nil Nil

Nil Nil Nil NIL 12

Nil Nil Nil Nil 93,72,920

Nil Nil Nil Nil Nil

Nil Nil Nil Nil 39.80

Nil Nil Nil Nil 39.80

Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil Nil Nil 6

Nil Nil Nil Nil Nil Nil 1,23,86,422

Nil Nil Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil Nil 52.60

Nil Nil Nil Nil Nil Nil 52.60 Nil

Nil Nil Nil Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil Nil Nil Nil

17,89,200

7.60

7.60

49

(ii) Individual
shareholders holding nominal share capital in excess of ` 1 lakh Any other (specify) Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) Total (A)+(B) Shares held by Custodians and against which the depository receipts have been issued (i) Promoter and Promoter Group (ii) Public GRAND TOTAL (A)+(B)+(C)

(c)

Nil 8 Nil

Nil 1,41,75,622 Nil

Nil Nil Nil

Nil 60.20 Nil

Nil 60.20 Nil

Nil Nil Nil

Nil Nil Nil

(C)

20 Nil

2,35,48,542 Nil

100.00 Nil

100.00 Nil

100.00 Nil

Nil Nil

Nil Nil

Nil Nil 20

Nil Nil 2,35,48,542

Nil Nil 100.00

Nil Nil 100.00

Nil Nil 100.00

Nil Nil Nil

Nil Nil Nil

The Pre and Post Offer Shareholding pattern of our company is as follows:Sr. No. Particulars Pre- Offer No. of Shares % Holding Post- Offer* No. of % Shares Holding 6,61,020 30,600 6,48,000 78,600 69,80,000 8398220 59,400 78,600 44,520 60 60 60 7,92,000 11,88,600 6,00,600 2763900 11,38,000 28,40,555 1031600 430400 59,200 8,86,667 60,00,000 12386422 2,35,48,542 2.81 0.13 2.75 0.33 29.64 35.66 0.25 0.33 0.19 0.00 0.00 0.00 3.36 5.05 2.55 11.74 4.83 12.06 4.38 1.83 0.25 3.77 25.48 52.60 100.00

Promoters Mohan Lal Jain Rajnish Jain Manish Jain Suman Jain N M Agro Private Limited Sub Total (1) Promoters Group Mohan Lal Jain (H.U.F.) Rajnish Jain ( H.U.F.) Manish Jain (H.U.F.) Sobhag Chand Sham Lal Jain Maanik Jain Shrenik Jain Maash Agroils Kamla Jain Sangeeta Jain Sub Total (2) Public Shareholding Mohit Nidhi Agro Oil Private limited Genius Distributors Private Limited Sundaram Distributors Private Limited Jagprem Vyapaar Private Limited Chandrika Traders limited Chamunda Sales Private Limited Public Sub Total (3) Total ( 1+2+3) *Assuming full subscription to offer.

6,61,020 30,600 6,48,000 78,600 69,80,000 8398220 59,400 78,600 44,520 60 60 60 7,92,000 11,88,600 6,00,600 2763900 46,00,000 28,40,555 20,18,800 19,81,200 59,200 8,86,667

2.81 0.13 2.75 0.33 29.64 35.66 0.25 0.33 0.19 0.00 0.00 0.00 3.36 5.05 2.55 11.74 19.53 12.06 8.57 8.41 0.25 3.77

12386422 2,35,48,542

52.60 100.00

12.

The Top Ten Shareholders of our Company and their Shareholding is set forth below:-

50

(a) Particulars of the top Ten shareholders as on the date of filling the Draft Red Herring Prospectus with SEBI. Sr. No 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Name of the Shareholders N M Agro Private Limited Mohit Nidhi Agro Oil Private Limited Genius Distributors Private Limited Sundaram Distributors Private Limited Jagprem Vyapar Private Limited Kamla Jain Chamunda Sales Private Limited Maash Agro Oils Mohan Lal Jain Manish Jain Total No. of Shares 69,80,000 46,00,000 28,40,555 20,18,800 19,81,200 11,88,600 8,86,667 7,92,000 6,61,020 6,48,000 2,25,96,842 % of the Issued Capital 29.64 19.53 12.06 8.57 8.41 5.05 3.77 3.36 2.81 2.75 95.96

(b) Particulars of the top Ten shareholders ten days prior to the date of filling the Draft Red Herring Prospectus with SEBI. Sr. No 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Name of the Shareholders N M Agro Private Limited Mohit Nidhi Agro Oil Private Limited Genius Distributors Private Limited Sundaram Distributors Private Limited Jagprem Vyapar Private Limited Kamla Jain Chamunda Sales Private Limited Maash Agro Oils Mohan Lal Jain Manish Jain Total No. of Shares 69,80,000 46,00,000 28,40,555 20,18,800 19,81,200 11,88,600 8,86,667 7,92,000 6,61,020 6,48,000 2,25,96,842 % of the Issued Capital 29.64 19.53 12.06 8.57 8.41 5.05 3.77 3.36 2.81 2.75 95.96

(c) Particulars of the top Ten shareholders two years Prospectus with SEBI. Sr. No 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Name of the Shareholders N M Agro Private Limited Mohit Nidhi Agro Oil Private Limited Kamla Jain Maash Agro Oils Mohan Lal Jain Manish Jain Sangeeta Jain Suman Jain Rajnish Jain (H.U.F.) Mohan Lal Jain (H.U.F.) Total

prior to the date of filling the Draft Red Herring

No. of Shares 58,20,000 33,60,000 11,88,600 7,92,000 6,61,020 6,48,000 6,00,600 78,600 78,600 59,400 1,32,86,820

% of the Issued Capital 43.56 25.15 8.90 5.93 4.95 4.85 4.49 0.59 0.59 0.44 99.44

13. In terms of Regulation 39 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters locked-in for a period of one year can be pledged with any scheduled commercial banks or public financial institutions as collateral security for loans granted by such scheduled commercial banks or public financial institutions, provided that the pledge of shares is one of the terms of sanction of such loan. In terms of undertaking executed by our promoters, Equity shares fo rming a part of promoters contribution subject to lock-in will not be disposed/sold/transferred by our promoters during that period starting from the

51

date of filling of the Draft Red Herring Prospectus with SEBI till the date of commencement of lock-in period as stated in the Draft Red Herring Prospectus. 14. Till date, no Equity Shares have been allotted pursuant to any scheme approved under section 391- 394 of the Companies Act, 1956. 15. None of our Equity Shares have been issued out of revaluation reserve of fixed assets. 16. Our Company does not have any Employee Stock Option Scheme /Employee Stock Purchase Plan for our employees and we do not intend to allot any shares to our employees under Employee Stock Option Scheme / Employee Stock Purchase Plan from the proposed Offer. As and when, options are granted to our employees under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Plan) Guidelines 1999. Our Company shall ensure that transactions in the Equity Shares by our Promoters and our Promoter Group between the date of registering the Red Herring Prospectus with the RoC and the Bid/Offer Closing Date shall be reported to the Stock Exchanges within Twenty-four hours of such transaction. 17. None of our Promoter, Promoter Group Entities, Directors or the relatives have financed the purchase of the Equity Shares of our Company by any other person or entity other than in normal course of business of any such entity/individual or otherwise during the period of six months immediately preceding the date of filing the Draft Red Herring Prospectus with SEBI. 18. Our Company, Our Promoter, Our Directors and the BRLM to this Offer have not entered into any buyback, standby or similar arrangements with any person for purchase of our Equity Shares issued by our Company through the Draft Red Herring Prospectus. 19. An over-subscription to the extent of 10% of the net offer to public can be retained for the purpose of rounding off to the nearest multiple of allotment lot, while finalizing the Basis of Allotment. Consequently, the actual allotment may go up by a maximum of 10% of the Offer, as a result of which, the post-Offer paid up capital after the Offer would also increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the Promoter and subject to lock- in shall be suitably increased; so as to ensure that 20% of the Post Issue paid-up capital is locked in. 20. In case of over-subscription in all categories, 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (including specific allocation of 5% within the category of QIBs for Indian Mutual Funds). Further a not less than 15% of the Net Offer to the Public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price. 21. Under subscription, if any, in the Qualified Institutional Buyers Portion, Non-institutional Portion and Retail Portion shall be allowed to be met with spill over from the other categories, at the sole discretion of our Company, Selling Shareholders and BRLM. However, if the aggregate demand by Mutual Funds is less than 5% of QIB Portion, the balance share available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to QIB Bidders. 22. As on the date of filing of this Draft Red Herring Prospectus with SEBI, the entire offered share capital of our company is fully paid-up. In terms of Regulation 40 of the SEBI Regulations, locked in Equity Shares held by the promoters may be transferred to and amongst the promoters/promoter group or to a new promoter or person in control of our company subject to continuation of the lock-in in the hand of the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as applicable.

23.

24. Equity Shares held by persons other than Promoters, which are locked -in as per the provisions of Regulation 37 of SEBI ICDR Regulation may be transferred to any other person holding shares prior to the Offer, subject to continuation of lock-in with the transferees for the remaining period and compliance with the SEBI Takeover Regulations, as applicable.

52

25. As on the date of this, DRHP, none of the shares held by our Promoters/Promoters group are pledged with any financial institutions or banks or any third party as security for repayments of loans. 26. The Equity Shares which are subject to lock-in shall carry the inscription non-transferable and lock -in period and the non-transferability of Equity Shares shall be intimated to the depositories namely NSDL and CDSL. The details of lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before the listing of the Equity Shares. 27. The BRLM and their associates do not hold any Equity Shares in our Company. 28. Our Company has not made any public issue/ Offer since incorporation. 29. There will be only one denomination of the Equity Shares of our Company unless otherwise permitted by law, our Company shall comply with such disclosure, and accounting norms as may be specified by SEBI from time to time. 30. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, and rights issue or in any other manner during the period commencing from submission of the Draft Red Herring Prospectus with SEBI until the Equity Shares issued through the Prospectus are listed or application moneys refunded on account of failure of Issue/Offer. 31. Our Promoters and members will not participate in the Offer. 32. Our Company has not raised any Bridge loan against the proceeds of the Offer. 33. As on the date of filing of the Draft Red Herring Prospectus with SEBI, there are no outstanding warrants, options or rights to convert debentures, loans or other financial instruments into our Equity Shares. 34. A Bidder cannot make a Bid for more than the number of Equity Shares being Offered through this offer, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. 35. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise shall be made either by us or our Promoters to the persons who receive allotments, if any, in this Offer. 36. We presently do not have any intention or proposal to alter our capital structure for a period of Six (6) months from the date of opening of the Offer, by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly, for our Equity Shares) except that if we acquire companies/ business or enter into joint venture(s), we may consider additional capital to fund such activities or to use Equity Shares as a currency for acquisition or participation in such joint ventures. 37. The Equity Shares would be Offered and traded on BSE and NSE in dematerialized form. Hence the market lot of the Equity Shares is 1 (one). 38. We have 20 shareholders as on the date of filing of the Draft Red Herring Prospectus.

53

SECTION IV PARTICULARS OF THE OFFER OBJECTS OF THE OFFER The objects of the Offer are to carry out the sale of 60,00,000 Equity Shares by the Selling Shareholders and to achieve the benefits of listing the Equity Shares on the Stock Exchanges. Our Company will not receive any proceeds from the Offer, and all proceeds shall go to the Selling Shareholders. Listing will also provide a public market for the Equity Shares of our Company in India. Offer Expenses The Offer related expenses consist of underwriting fees, selling commission, fees payable to the BRLM, legal counsels, Bankers to the Offer, Escrow Collection Banks and the Registrar to the Offer, printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. Other than listing fees and some proportion of advertising expenses, which will be paid by our Company, all expenses with respect to the Offer will be shared between the Selling Shareholders in proportion to the Equity Shares contributed to the Offer. Payments, if any, made by our Company in relation to the Offer shall be on behalf of the Selling Shareholders and such payments will be reimbursed by the Selling Shareholders to our Company. The break-up for the Offer expenses is as follows: Expenses Expense* (` in Lakhs) Expense* (% of total expenses) [] Expense* (% of Offer size) []

Book Running Lead Manager [] (including underwriting commission, brokerage and selling commission Commission/processing fee for [] SCSBs and Syndicate for ASBA Registrar to the Issue/ Offer [] Bankers to the Issue/ Offer [] Advisors [] Others [] - Listing fees [] - Printing and stationary [] -Advertising and marketing [] expenses - Others [] Total estimated Offer [] expenses * Will be completed after finalisation of the Offer Price.

[] [] [] [] [] [] [] [] [] []

[] [] [] [] [] [] [] [] [] []

SCSBs would be entitled to a processing fee of ` 15 per valid Bid cum Application Form submitted by ASBA Bidders to the Syndicate Members in the Specified Cities and submitted by the Syndicate Members to SCSBs. Monitoring of Utilization of Funds Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company is not required to appoint a monitoring agency for the Offer.

54

BASIS FOR OFFER PRICE The Offer Price will be determined by our Company and the Selling Shareholders in consultation with the BRLM, on the basis of assessment of market demand for the Equity Shares through the Book Building Process and on the basis of qualitative and quantitative factors as described below. The face value of the Equity Shares is ` 10 each and the offer Price is [] times the face value at the lower end of the Price Band and [] times the face value at the higher end of the Price Band. Investors should also refer to the sections Business Overview, Risk Factors and Auditor Report and Financial Information of our Company on page 74, 12 and 138 respectively of this Draft Red Herring Prospectus, to have an informed view before making an investment decision. Qualitative Factors Vast Experience over Five decades with sound market knowledge Business Strategy Setting up Oil Refinery Unit with an installed Capacity of 350 TPD Versatile refining capabilities Our wide product range For further details please refer to the sections title Risk Factors and Business Overview on page number 12 and 74 respectively of this DRHP. Quantitative Factors 1. Earnings Per Share (EPS) - Basic and Diluted As per our restated financial statements: Particular Year ended March 31, 2010 Year ended March 31, 2011 Year ended March 31, 2012 Weighted average September 30, 2012* * Not annualized Note # Basic earnings per share (`) = Net profit after tax (as restated) attributable to shareholders Weighted average number of equity shares outstanding during the year Basic 8.57 10.78 21.28 15.66 11.24 Diluted 8.57 10.78 21.28 15.66 11.24 Weight 1 2 3 6

# The face value of each Equity Share is ` 10. # Price Earnings Ratio (P/E Ratio) P/E Ratio in relation to Price Band of ` [] t o ` [] per Equity Share. A. P/E based on basic EPS for the year ended March 31, 2012: Particulars P/E based on basic EPS for the year ended March 31, 2012 P/E based on weighted average basic EPS for the year ended March 31, 2012 P/E [] []

B. P/E based on diluted EPS for the year ended March 31, 2012: Particulars P/E based on basic EPS for the year ended March 31, 2012 P/E []

55

P/E based on weighted average basic EPS for the year ended March 31, 2012 C. Peer Group P/ E* Particulars P/ E Ratio

[]

Highest Rasoya Proteins Limited 86.70 Lowest Gujarat Ambuja Exports 3.3 Limited Industry Composite 12.9 Capital Market Vol- XXVIII/02, March 18-31, 2013 2. Return on Net Worth (RONW) as per restated financial statements As per standalone restated summary statements Particular For the year ended March 31, 2010 For the year ended March 31, 2011 For the year ended March 31, 2012 Weightage September 30, 2012* *Not Annualized # Return on net worth (%) = RONW % # 29.03% 22.29% 17.33% 20.94% 10.25% Weight 1 2 3

Net Profit after tax as restated Net worth at the end of the year

3. Minimum RONW required for maintaining pre-Offer EPS as at March 31, 2012 is 17.33% As the Offer consists only of an offer for sale by the Selling Shareholders, there will be no change in the net worth post-Offer. 4. Net Asset Value per Equity Share (NAV) Particular March 31, 2010 March 31, 2011 March 31, 2012 Offer Price Net asset value per share (`) = NAV per share 199.90 46.35 90.72 [] Net Worth at the end of the Year Total number of equity shares outstanding at the end of the year

As the Offer consists only of an offer for sale by the Selling Shareholders, there will be no change in the NAV post-Offer. 5. Comparison of accounting ratios with industry peers Name of the company Standalone/ Consolidated Face Value (`) EPS (`) Basic P/E Ratio * RoNW (%) NAV per Equity Share (`) (` in lacs) Sales

NCML Industries ** Limited Peer Group #

Standalone

10

21.28

[]

17.33%

90.72

1,69,249.74

56

Ruchi Soya Industries Limited Gokul Refoils and Solvent Limited JVL Agro Industries Limited

Standalone

3.67

15.54

5.57

65.93

25,99,645.26

Standalone

-8.12

-2.93

-32.38

25.08

6,48,717.16

Standalone

4.43

2.73

18.98

21.34

295823.00

* P/E based on closing market price of March 15, 2013 is taken into consideration from BSE website (www.bseindia.com) . # The figures of the Peer Group Company is taken from Annual Report for the fiscal year 2011-12 filed on BSE website- www.bseindia.com. ** Based on Restated Audited Financial Statements for the year ended March 31, 2012

57

STATEMENT OF TAX BENEFITS To The Board of Directors NCML Industries Limited 1818, Naya Bazar Delhi - 110006 Dear Sirs, We hereby confirm that the enclosed annexure, prepared by NCML Industries Limited (the Company) states the possible tax benefits available to the Company and the shareholders of the Company under the Income Tax Act 1961 (Act), and the Wealth Tax Act, 1957, presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the company may or may not choose to fulfill. The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated is the responsibility of the Companys management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. Our confirmation is based on the information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. We do not express and opinion or provide any assurance as to whether: the Company or its shareholders will continue to obtain these benefits in future; or the conditions prescribed for availing the benefits, where applicable have been/would be met.

For Manoj & Associates Chartered Accountants FRN012867N

Manoj Jain Proprietor M. No. 091989 Date: March 15, 2013 Place:Delhi

58

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO NCML INDUSTRIES LIMITED AND ITS SHAREHOLDERS Outlined below are the possible benefits available to the Company and its shareholders under the current direct tax laws in India for the Financial Year 2012-2013 A. Special Tax benefits available to the Company 1. Deduction under section 80-IA of the Act: The Company has set up windmills which generates and distributes wind energy. The profits and gains derived by the Company from such undertakings are eligible for deduction under section 80-IA of the Act, subject to conditions specified in the said section. The benefit of deduction is available only for 10 consecutive assessment years falling within a period of fifteenth assessment years beginning with the assessment year in which undertaking generates or commences generation and distribution of power. B. General benefits: Benefits to the Company under the Act (a) Business income The Company is entitled to claim depreciation on specified tangible and intangible assets owned by it and used for the purpose of its business as per provisions of Section 32 of the Act. Business losses, if any, for an assessment year can be carried forward and set off against business profits for 8 subsequent years. Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against any source of income in subsequent years as per provisions of Section 32 of the Act. (b) Minimum Alternate Tax ( MAT) and credit for the same. The company would be required to pay tax @18.5 % (plus applicable surcharge and cess) on the book profit of the company under the provisions of Section 115JB of the Income Tax Act,1961 Act. In case where tax on its total income [as term defined under section 2(45) of the Act] is less than 18.5% of its book profits (as term defined under section 115JB of the Act).Such tax is referred to as MAT. The difference between the MAT paid for any assessment year and the tax on its total income payable for that assessment year shall be allowed to be carried forward as MAT credit. The MAT credit shall be utilized to be set off against taxes payable on the total income in the subsequent assessment years computed in accordance with the provisions other than Section 115JB. However, it can be carried forward upto 10 years succeeding the assessment year in which the MAT credit arises. (c) Capital gains (i) Computation of capital gains Capital assets are to be categorized into short - term capital assets and long term capital assets based on the period of holding. All capital assets, being shares held in a company or any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than twelve months are considered to be long term capital assets, capital gains arising from the transfer of which are termed as long term capital gains (LTCG). In respect of any other capital assets, the holding period should exceed thirty six months to be considered as long term capital assets. Short Term Capital Gains (STCG) means capital gains arising from the transfer o f capital asset being a share held in a company or any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an assessee for 12 months or less.

59

In respect of any other capital assets, STCG means capital gains arising from the transfer of an asset, held by an assessee for 36 months or less. LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D) is exempt from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to securities transaction tax (STT) and subject to conditions specified in that section. Income by way of LTCG exempt under Section 10(38) of the Act is to be taken into account while determining book profits in accordance with provisions of Section 115JB of the Act. As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than bonds and debentures (excluding capital indexed bonds issued by the Government) and depreciable assets, is computed by deducting the indexed cost of acquisition and indexed cost of improvement from the full value of consideration. As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit), the excess tax shall be ignored for the purpose of computing the tax payable by the assessee. As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to STT. No deduction under Chapter VIA is allowed from such income. STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction is not chargeable to STT is taxable at the rate of 30%. The tax rates mentioned above stands increased by surcharge, payable at the rate of 5% where the taxable income of a domestic company exceeds ` 10,000,000. Further, education cess and secondary and higher education cess on the total income at the rate of 2% and 1% respectively is payable by all categories of taxpayers. As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment years. As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising during subsequent 8 assessment years. (ii) Exemption of capital gains from income tax Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the extent specified therein, if the capital gain are invested within a period of six months from the date of transfer in the bonds redeemable after three years and issued by : National Highway Authority of India (NHAI) constituted under Section 3 of National Highway Authority of India Act, 1988; and Rural Electrification Corporation Limited (REC), a company formed and registered under the Companies Act, 1956.

60

Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during any financial year. Where the new bonds are transferred or converted into money within three years from the date of their acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion. As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. The characterization of the gain / losses, arising from sale / transfer of shares as business income or capital gains would depend on the nature of holding and various other factors. (d) Securities Transaction Tax (STT) As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities transactions entered into in the course of the business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income computed under the head Profit and gains of business or profession. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains. (e) Dividends As per provisions of Section 10(34) read with Section 115-O of the Act, dividend (both interim and final), if any, received by the Company on its investments in shares of another Domestic Company is exempt from tax. The Company will be liable to pay dividend distribution tax at the rate of 15% (plus a surcharge of 5% on the dividend distribution tax and education cess and secondary and higher education cess of 2% and 1% respectively on the amount of dividend distribution tax and surcharge thereon) on the total amount distributed as dividend. Further, if the company being a holding company, has received any dividend from its subsidiary on which dividend distribution tax has been paid by such subsidiary, then company will not be required to pay dividend distribution tax to the extent the same has been paid by such subsidiary company. As per provisions of Section 10(35) of the Act, income received in respect of units of a mutual fund specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is exempt from tax. As per provisions of Section 80G of the Act, the Company is entitled to claim deduction of a specified amount in respect of eligible donations, subject to the fulfilment of the conditions specified in that section. As per the provisions of Section 115BBD of the Act, dividend received by Indian company from a specified foreign company (in which it has shareholding of 26% or more) would be taxable at the concessional rate of 15% on gross basis (excluding surcharge and education cess). C. Benefits to the Resident members / shareholders of the Company under the Act (a) Dividends exempt under section 10(34) of the Act As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by the resident members / shareholders from the Company is exempt from tax. (b) Capital gains (i) Computation of capital gains Capital assets are to be categorized into short - term capital assets and long term capital assets based on the period of holding. All capital assets, being shares held in a company or any other

61

security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than twelve months are considered to be long term capital assets, capital gains arising from the transfer of which are termed as LTCG. In respect of any other capital assets, the holding period should exceed thirty six months to be considered as long term capital assets. STCG means capital gains arising from the transfer of capital asset being a share held in a company or any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an assessee for 12 months or less. In respect of any other capital assets, STCG means capital gain arising from the transfer of an asset, held by an assessee for 36 months or less. LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT and subject to conditions specified in that section. As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than bonds and debentures (excluding capital indexed bonds issued by the Government) and depreciable assets, is computed by deducting the indexed cost of acquisition and indexed cost of improvement from the full value of consideration. As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit), the excess tax shall be ignored for the purpose of computing the tax payable by the assessee. As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to STT. No deduction under Chapter VIA is allowed from such income. STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction is not chargeable to STT is taxable at the rate of 30%. As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment years. As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising during subsequent 8 assessment years. (ii) Exemption of capital gains arising from income tax As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are exempt from capital gains tax if such capital gains are invested within a period of 6 months after the date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified therein: Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during any financial year.

62

Where the new bonds are transferred or converted into money within three years from the date of their acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion. As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. The characterization of the gain / losses, arising from sale / transfer of shares as business income or capital gains would depend on the nature of holding and various other factors. According to the proviso to clause (a) of sub-section (1) of section 112 of the Act, in case of an individual and a Hindu Undivided Family (HUF), if the total income as reduced by the long-term capital gains is below the basic exemption limit, then the long-term capital gains shall be reduced to the extent the total income as reduced falls short of the basic exemption limit and the balance longterm capital gains would be charged to tax. As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax if the net consideration from such transfer is utilized within a period of one year before, or two years after the date of transfer, for purchase of a new residential house, or for construction of residential house within three years from the date of transfer and subject to conditions and to the extent specified therein. As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso therein, where an individual or HUF receives shares and securities without consideration or for a consideration which is less than the aggregate fair market value of the shares and securities by an amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities over the said consideration is chargeable to tax under the head income from o ther sources. D. (a) Benefits to the Non-resident shareholders of the Company under the Act Dividends exempt under section 10(34) of the Act As per provisions of Section 10(34), dividend (both interim and final), if any, received by nonresident shareholders from the Company is exempt from tax. (b) (i) Capital gains Computation of capital gains Capital assets are to be categorized into short - term capital assets and long term capital assets based on the period of holding. All capital assets, being shares held in a company or any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than twelve months are considered to be long term capital assets, capital gains arising from the transfer of which are termed as LTCG. In respect of any other capital assets, the holding period should exceed thirty six months to be considered as long term capital assets. STCG means capital gain arising from the transfer of capital asset being a share held in a company or any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an assessee for 12 months or less. In respect of any other capital assets, STCG means capital gain arising from the transfer of an asset, held by an assessee for 36 months or less. LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT and subject to conditions specified in that section.

63

As per first proviso to Section 48 of the Act, the capital gains arising on transfer of shares of an Indian Company need to be computed by converting the cost of acquisition, expenditure incurred in connection with such transfer and full value of the consideration received or accruing as a result of the transfer, into the same foreign currency in which the shares were originally purchased. The resultant gains thereafter need to be reconverted into Indian currency. The conversion needs to be at the prescribed rates prevailing on dates stipulated. Further, the benefit of indexation as provided in second proviso to Section 48 is not available to non-resident shareholders. As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit), the excess tax shall be ignored for the purpose of computing the tax payable by the assessee. As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to STT. No deduction under Chapter VIA is allowed from such income. STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction is not chargeable to STT is taxable at the rate of 30%. As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment years. As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising during subsequent 8 assessment years. (ii) Exemption of capital gains arising from income tax As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are exempt from capital gains tax if such capital gains are invested within a period of 6 months after the date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified therein. Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The maximum investment in the specified long term asset cannot exceed ` 5,000,000 per assessee during any financial year. Where the new bonds are transferred or converted into money within three years from the date of their acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion. As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. The characterization of the gain / losses, arising from sale / transfer of shares as business income or capital gains would depend on the nature of holding and various other factors. As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax if the net consideration from such transfer is utilized within a period of one year before, or two years after the date of transfer, for purchase of a new residential house, or for construction of residential house within three years from the date of transfer and subject to conditions and to the extent specified therein. As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso therein, where an individual or HUF receives shares and securities without consideration or for a

64

consideration which is less than the aggregate fair market value of the shares and securities by an amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities over the said consideration is chargeable to tax under the head income from other sources. (c) Tax Treaty benefits As per provisions of Section 90(2) of the Act, non-resident shareholders can opt to be taxed in India as per the provisions of the Act or the double taxation avoidance agreement entered into by the Government of India with the country of residence of the non-resident shareholder or the Act, whichever is more beneficial. (d) Non-resident taxation Special provisions in case of Non-Resident Indian (NRI) in respect of income / LTCG from specified foreign exchange assets under Chapter XII-A of the Act are as follows: NRI means a citizen of India or a person of Indian origin who is not a resident. A person is deemed to be of Indian origin if he, or either of his parents or any of his grandparents, were born in undivided India. Specified foreign exchange assets include shares of an Indian company which are acquired / purchased / subscribed by NRI in convertible foreign exchange. As per provisions of Section 115E of the Act, LTCG arising to a NRI from transfer of specified foreign exchange assets is taxable at the rate of 10% (plus education cess and secondary & higher education cess of 2% and 1% respectively). As per provisions of Section 115E of the Act, income (other than dividend which is exempt under Section 10(34)) from investments and LTCG (other than gain exempt under Section 10(38)) from assets (other than specified foreign exchange assets) arising to a NRI is taxable at the rate of 20% (education cess and secondary & higher education cess of 2% and 1% respectively). No deduction is allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-A of the Act. As per provisions of Section 115F of the Act, LTCG arising to a NRI on transfer of a foreign exchange asset is exempt from tax if the net consideration from such transfer is invested in the specified assets or savings certificates within six months from the date of such transfer, subject to the extent and conditions specified in that section. As per provisions of Section 115G of the Act, where the total income of a NRI consists only of income / LTCG from such foreign exchange asset / specified asset and tax thereon has been deducted at source in accordance with the Act, the NRI is not required to file a return of income. As per provisions of Section 115H of the Act, where a person who is a NRI in any previous year, becomes assessable as a resident in India in respect of the total income of any subsequent year, he / she may furnish a declaration in writing to the assessing officer, along with his / her return of income under Section 139 of the Act for the assessment year in which he / she is first assessable as a resident, to the effect that the provisions of the Chapter XII-A shall continue to apply to him / her in relation to investment income derived from the specified assets for that year and subsequent years until such assets are transferred or converted into money. As per provisions of Section 115I of the Act, a NRI can opt not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing return of income for that assessment year under Section 139 of the Act, declaring therein that the provisions of the chapter shall not apply for that assessment year. In such a situation, the other provisions of the Act shall be applicable while determining the taxable income and tax liability arising thereon. E. (a) Benefits available to Foreign Institutional Investors (FIIs) under the Act Dividends exempt under section 10(34) of the Act

65

As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by a shareholder from a domestic Company is exempt from tax. (b) Long term capital gains exempt under section 10(38) of the Act LTCG arising on sale equity shares of a company subjected to STT is exempt from tax as per provisions of Section 10(38) of the Act. It is pertinent to note that as per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. Capital gains As per provisions of Section 115AD of the Act, income (other than income by way of dividends referred to Section 115-O) received in respect of securities (other than units referred to in Section 115AB) is taxable at the rate of 20% (plus applicable surcharge and education cess and secondary & higher education cess). No deduction is allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-A of the Act. As per provisions of Section 115AD of the Act, capital gains arising from transfer of securities is taxable as follows: For corporate FIIs, the tax rates mentioned above stands increased by surcharge, payable at the rate of 5% where the taxable income exceeds ` 10,000,000. Further, education cess and secondary and higher education cess on the total income at the rate of 2% and 1% respectively is payable by all categories of FIIs. The benefit of exemption under Section 54EC of the Act mentioned above in case of the Company is also available to FIIs. Nature of income LTCG on sale of equity shares not subjected to STT STCG on sale of equity shares subjected to STT STCG on sale of equity shares not subjected to STT (d) Securities Transaction Tax As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities transactions entered into in the course of the business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income computed under the head Profit and gains of business or profession. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains. (e) Tax Treaty benefits As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions of the Act or the double taxation avoidance agreement entered into by the Government of India with the country of residence of the FII, whichever is more beneficial. The characterization of the gain / losses, arising from sale / transfer of shares as business income or capital gains would depend on the nature of holding and various other factors. F. (a) Benefits available to Mutual Funds under the Act Dividend income Dividend income, if any, received by the shareholders from the investment of mutual funds in shares of a domestic Company will be exempt from tax under section 10(34) read with section 115O of the Act. Rate of tax (%) 10 15 30

(c)

66

(b)

As per provisions of Section 10(23D) of the Act, any income of mutual funds registered under the Securities and Exchange Board of India, Act, 1992 or Regulations made there under, mutual funds set up by public sector banks or public financial institutions and mutual funds authorized by the Reserve Bank of India, is exempt from income-tax, subject to the prescribed conditions. Wealth Tax Act, 1957 Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax Act, 1957, the Company is entitled to reduce debts owed in relation to the assets which are chargeable to wealth tax while determining the net taxable wealth. Shares in a company, held by a shareholder are not treated as an asset within the meaning of Section 2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in a company.

G.

Notes: 1 2 All the above benefits are as per the current tax law as amended by the Finance Act, 2012 The above Statement of possible tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or list of all potential tax consequences. The stated benefits will be available only to the sole/ first named shareholder in case the share is held by joint holders. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, entered into between India and the country in which the non-resident has fiscal domicile. In view of the individual nature of tax consequences, each investor is advised to consult his/ her own tax advisor with respect to specific tax consequences of his/ her participation in the scheme.

67

SECTION V- ABOUT US INDUSTRY OVERVIEW Oilseeds Sector in India: Size India is one of the worlds largest edible oil economies with 15,000 oil mills, 689 solvent extraction units, 251 Vanaspati plants and over 1,000 refineries employing more than one million people. The total market size is at ` 600,000 Mln. and import export trade is worth `1,30, 000 Mln. India being deficient in oils has to import 40% of its consumption requirements. With an annual consumption of about 11 mln Tonnes, the per capital consumption is at 11.50 kgs, which is very low compared to world average of 20 kgs. China is currently at 17 kg. India is also a leading producer of oilseeds, contributing 8-10% of world oilseed production. India is estimated to account for around 6% of the worlds production of edible oils. Though it has the largest cultivated area under oilseeds in the world, crop yields tantamount to only 50-60% of the worlds average. India is the fifth largest producer of oilseeds in the world, behind US, China, Brazil, and Argentina. Currently, India accounts for 7.0% of world oilseeds output; 7.0% of world oil meal production; 6.0% of world oil meal export; 6.0% of world veg. oil production; 14% of world veg. oil import; and 10 % of the world edible oil consumption. With steady growth in population and personal income, Indian per capita consumption of edible oil has been growing steadily. However, oilseeds output and in turn, vegetable oil production have been trailing consumption growth, necessitating imports to meet supply shortfall. (Source: http://mofpi.nic.in/ContentPage.aspx?CategoryId=687, Ministry of Food Processing Industries) Importance of Edible Oils in the Countrys Economy Oilseeds and edible oils are two of the most sensitive essential commodities. India is one of the largest producers of oilseeds in the world and this sector occupies an important position in the agricultural economy and accounting for the estimated production of 24.88 million tonnes of nine cultivated oilseeds during the year 2009-10 (November-October). India contributes about 6-7% of the world oilseeds production. Export of oilmeals, oilseeds and minor oils has increased from 5.06 million Tones in the financial year 2005-06 to 6.2 million tons in the financial year 2010-11. In terms of value, realization has gone up from ` 5514 crores to ` 14116 crores. India accounted for about 6.3% of world oilmeal export. Types of Oils commonly in use in India India is fortunate in having a wide range of oilseed crops grown in its different agro-climatic zones. Groundnut, mustard/rapeseed, sesame, sunflower, linseed, nigerseed/castor are the major traditionally cultivated oilseeds. Soya bean and sunflower have also assumed importance in recent years. Coconut is the most important amongst the plantation crops. Among the non-conventional oils, rice bran oil and cottonseed oil are the most important. (Source: http://dfpd.nic.in/?q=node/178 , Edible Oil Scenario-Department of Food and Distribution) Market Potential Edible Oil Demand Projection (India) Particulars Total Demand (Mln. Tonnes) Total Area under Oilseeds (Mln. Hectares) Yield (Tonnes/hectare) Production of Oilseeds (Mln. tonnes) 2004 10.9 23.4 1.07 25.1 2010 15.6 28 1.2 33.6 2015 21.3 32 1.4 44.8

68

Domestic supply of edible oils (Mln. tonnes) Total edible oil imports - (Mln. tonnes) Imports as share of demand Source-Rabo Bank

7 4.3 39.40%

10.1 5.9 38.10%

13.4 8.3 39.50%

India will continue dependence on imports to the extent of 40% of its consumption requirements. The improvement in yields and the increase in area under cultivation will ensure that the domestic oilseed production is sufficient to meet 60% of consumption requirements. (Source: http://mofpi.nic.in/ContentPage.aspx?CategoryId=687 ) Oilseeds production in India As per the Final Estimates of Agriculture released on 03.02.2012 for 2010-11 (Nov-Oct), estimated Oilseeds production was about 324.79 lakh tones, that is 75.96 lakh tones higher than 2009-10 (increase of 30.5%). Production of oils from these oilseeds in 2010-11 was about 76.27 lakh tones, higher by 17.39 lakh tones compared to 58.88 lakh tonnes during 2009-10 (an increase of 29.5%). As per the second advance estimates of Ministry of Agriculture released on 03.02.2012 for the 2011-12 (Nov-Oct), estimated oilseeds production is about 305.29 lakh tones, that is 19.5 lakh tones lower than 2010-11 (decrease of 6%). (Source: http://dfpd.nic.in/fcamin/annualreport/annual-2011-12.pdf, Annual Report of Ministry of Consumer Affairs, food and Public Distribution 2011-12). Figures pertaining to estimated production of major cultivated oilseeds, availability of edible oils from all domestic sources (from Domestic and Import Sources) during the last few years are as under: (` In lakh Tons) Oil Year Production of Net availability of edible oils from Availability of Edible Oils (from (Nov.- Oct.) Oilseeds* all domestic sources domestic and import sources)** 2007-2008 297.55 86.54 140.88 2008-09 277.19 84.56 159.54 2009-10 248.83 79.46 154.10 2010-11 324.79 97.82 170.24 2011-12*** 300.12 90.21 189.64 Source: * Ministry of Agriculture. (http://eands.dacnet.nic.in/latest_2006.htm) ** Directorate of Vanaspati, Vegetable Oils and Fats.. th *** Based on 4 Advance Estimate (dated 16.07.2012) declared by Ministry of Agriculture. st Based on 1 Advance Estimate (dated 24.09.2012) declared by Ministry of Agriculture. Import Policy on Edible Oils Since there has been a continuous demand in excess over domestic supply of edible oils, import of edible oils has been resorted to for more than two decades to make this item of mass consumption easily available to consumers at reasonable prices. About 50% of domestic demand of Edible Oils is met through imports, out of which CPO and RBD palmolein constitute about 77% and soyabean oil about 11%. During the Oil year 2010-11(Nov-Oct), 83.71 lakh tonnes of Edible Oils have been imported as against 88.23 lakh tonnes during the corresponding period of 2009-10 (i.e. decrease of 5.1%). This may be attributed to better prospects of oilseeds production in Oil Year 2011-11 (Nov-Oct) which has been facilitated sizeable increase in domestic availability of Edible Oils. (Source:http://dfpd.nic.in/fcamin/annualreport/annual-2011-12.pdf) The quantities of Edible Oils imported during the last few years are as under:Oil-wise import of edible oils during the last few years has been as under: Year (NovOct) Refined Oil RBD Ref. Ref. Palmolei Sun- Soya n Flowe Oil r Oil Crude Oil Crude Crude Sunflowe Soyabea Cocon Palm Other Total Palm Oil Palmol r Oil n Oil ut Oil Ker. Oil oils ein

69

2006-07 115,142 2007-08 730,794 2008-09 12,40,01 8 2009-10 1213409 -

11,120 2,994,225 53,440 195,245 1,322,920 12,996 9,672 40,44,063 8,350 51,87,063 745 5169445 4428 26,490 7,59,433 13,016 26,264

----

4,714,760 56,08,410

5,90,175 8,89,613 16,693 1,07,622 51431 81,83,360 630005 1666492 4198 111973 23388 8823338 84,566 97,903 11122 8371459 96158 9,981,466

2010-11 1,081,68 5,374,333 6501 803,593 1,006,691 2967 6 2011-12 1,577,35 5,993,665 500 1,134,881 1,079,004 1999 (Nov11 6 -Oct12) (Source: Solvent Extractors Association of India (SEAI)

Export promotion of edible oils, oilseeds, minor oils & fats and oilcake/extraction: Exports of oilseeds, minor oils and fats and oil meals during the last five years were as under: (Qty. in lakh tones)/(Value ` in Crore) Oilcakes/Extraction Total Qty. 51.80 54.63 54.28 33.12 Value 4094.33 7125.41 8347.29 5259.29 Qty. 59.01 62.93 63.29 42.41 Value 6608.81 10772.78 13184.56 10058.67

Year (AprilMarch) 2006-07 2007-08 2008-09 2009-10

Oil Seeds Qty. 5.32 6.51 5.90 5.82 Value 1845.52 2861.37 2985.87 3005.98

Minor Fats Qty. 1.89 1.79 3.11 3.47

Oils

and

Value 668.96 786.00 1851.4 33.12

20106.53 3427.00 3.46 51.81 51.81 8308.72 61.8 14116.11 2011 (Source: http://dfpd.nic.in/fcamin/annualreport/annual-2011-12.pdf, Solvent Extractors Association of India) Increased support from the Government Year FY2001 FY2002 FY2003 FY2004 FY2005 FY2006 Minimum support Price ` per MT 11,000 12,000 13,000 16,000 17,000 17,250

The government is increasing its focus on the edible oil industry, given that it has the second largest import bill after crude petroleum. The supported price of mustard seed, which was ` 11,000 per MT in 2001, was increased to ` 17,250 per MT by 2006. Consequently, mustard seed cultivation also increased from 5 MMT to 7.0 MMT in 2006. The main emphasis of the government is on reducing the import bill, and this step has helped to a certain extent. (Source: http://mofpi.nic.in/ContentPage.aspx?CategoryId=687 ) Prices of Edible Oils: The prices of the major Edible Oils in International Market have been shown considerabdle upward trend during the last one year. However, domestic prices have been more or less stable because of the various measures adopted by the Government. As on 18.01.2012, over the last one year, the wholesale prices of coconut oil, sunflower oil and vanaspati declined by 17.4%, 1.1% and 14% respectively whereas the prices of sesame oil remained steady. The

70

prices of soyabean oil, mustard oil, groundnut oil, cotton seed oil, rice bran oil and RBDZ Palmolein have increased by 12.17%, 30.68%, 32.46%, 10.58%, 10% and 1.21% respectively. As on 18.01.2012, the international prices of crude palm oil (FOB), soyabean oil (FOB), sunflower oil (FOB) and RBD Palmolein (FOB) have declined by 17.55%, 11.16%, 20.73% and 14.96% respectively during year. (Source: http://dfpd.nic.in/fcamin/annualreport/annual-2011-12.pdf, Annual Report of Ministry of Consumer Affairs, food and Public Distribution 2011-12) Power Sector in India: Total Installed Capacity: Fuel Total Thermal Coal Gas Oil Hydro (Renewable) Nuclear RES** (MNRE) Total MW 140976.18 120,873.38 18,903.05 1,199.75 39,324.40 4,780.00 25,856.14 2,10,936.72 % 66.83 57.30 8.96 0.56 18.64 2.26 12.25 100.00

Renewable Energy Sources (RES) include SHP, BG, BP, U&I and Wind Energy SHP= Small Hydro Project BG= Biomass Gasifier ,BP= Biomass Power, U & I=Urban & Industrial Waste Power, RES=Renewable Energy Sources (Source: http://powermin.nic.in/JSP_SERVLETS/internal.jsp#) Electricity Generation by Type (MW,%)

RES10.40 % Thermal Nuclear Hydro RES

Hydro21.50% Nuclear2.70%

Thermal65.30%

(Source: Annual Report 2011-12, Ministry of India)

HIGHLIGHTS The electricity generation from Renewable Energy Sources during the month of August12 has been 5.28 BU. The cumulative generation from Renewable Energy Sources during April- August12 was 23.56 BU. The generation from Wind during August12 was 4.51 BU with a growth rate of 27 % over same period last year. Last year, the corresponding growth rate was 31 %. The generation from solar during August12 was 83.48 MU.

71

Initially the annual capacity addition was very slow, but from 2008 onwards the contribution from RES is st considerable. As on 31 March, 2012 the RES capacity was 24503.45 MW and generation during the year 2011-12 is expected to be 51226 MU (provisional). The growth of installed capacity and the growth of gross electrical energy generation from RES is given below: As on 31 March, 2012, the percentage share of RES in total generation capacity was 12.26% which is st expected to increase to 17.12% by 31 March, 2017. The percentage share of RES in total generation in the country during 2011-12 was around 5.5 %. Sector State Sector Central Sector Private Sector Total MW 86,700.85 62,826.63 61,409.24 2,10,936.72 % 41.10 29.78 29.11 st

GROWTH OF ENERGY GENERATION & PERCENTAGE SHARE OF GENERATION FROM RES IN THE TOTAL ENERGY GENERATION Total Gross RES % of Total Generation Energy Generation (MU) 1989 - 1990 245438 6 0.00 1991 - 1992 287029 39 0.01 1996 - 1997 395889 876 0.22 2001 - 2002 517439 2085 0.40 2006 - 2007 670654 9860 1.47 2007-2008 722626 25210 3.49 2008-2009 741167 27860 3.76 2009-2010 799850 36947 4.62 2010 - 2011 844846 41150 4.87 2011 - 2012* 928113 51226* 5.52 Source: General Review 2011, DMLF division, CEA, * Tentative (Source: http://cea.nic.in/reports/articles/god/renewable_energy.pdf, Monthly Generation Report (Renewable Energy Sources) 2012-13) Category-wise Generation performance: The category-wise details of electricity generation in the country during August 2012 and during April 2012 to August 2012 are given below: Category Monitered Capacity(MW) Actual Generation (MU) During August 2012 4508.687 83.483 105.995 243.555 330.083 7.9 5279.702 74498.360 79778.062 Actual Generation (MU) During April 12 to August 2012 18909.007 539.205 781.449 2184.995 1059.842 83.246 23557.744 382466.050 406023.794 Generation during the Year Total Gross Energy Generation in India (MU)

RES Wind Solar Biomass Bagasse Small Hydel Others TOTAL RES TOTAL(Conventional) TOTAL

14870.955 976.904 707.250 2881.210 1290.293 131.760 20858.372 181710.520 202568.892

Wind Generation Performance in the country during August 12 & during the period April12-August12: The pattern of monthly wind energy generation in the country during 2010-11, 2011-12 and the current financial year is graphically represented below:

72

Monthly Wind generation during 2010-11 to 2011-12 and 2012-13 (April 12 to August 12)
6 5.5 5 4.5 4 3.5 3 2.5 2 1.5 1 0.5 0 Apr May June July Aug Sep Oct Nov Dec Jan Feb Mar The peak generation from wind is June to August. The contribution from wind is maximum among RES.

2010-11 2011-12 2012-13

73

BUSINESS OVERVIEW The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in the Draft Red Herring Prospectus, including the information contained in the section titled Risk Factors on page 12 of the Draft Red Herring Prospectus. In this chapter, unless the context requires otherwise, any reference to the terms We, Us and Our refers to Our Company. Unless stated otherwise, the financial data in this section is as per our financial statements prepared in accordance with Indian Accounting Policies set forth in the Draft Red Herring Prospectus. Overview Company Background Our Company was incorporated as Newal Chand Mohan Lal Jain Private Limited on September 26, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to NCML Exim Private Limited vide a fresh certificate of incorporation dated April 19, 2007 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently the name of our Company was changed to NCML Industries Private Limited and a fresh certificate of incorporation dated October 28, 2010 was issued. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to NCML Industries Limited and a fresh certificate of incorporation dated December 16, 2010 was issued by the Registrar of Companies. NCML Industries Limited is one of the flagship Company of NCML group. The business activities were started way back in 1960s by trading of edible oils, Vanaspati ghee and packing thereof under the proprietorship of Shri Newal Chand Jain. Mr. Mohan Lal Jain joined the said business of his father and ran the business as proprietorship till 1996. During the period Mr. Rajnish Jain and Mr. Manish Jain, sons of Mr. Mohan Lal Jain started a partnership firm under the name and style of M/s Newal Chand Mohan Lal & Co. for trading of edible oil, Vanaspati ghee, and allied commodities and commission thereof. To give the business a corporate shape and to accomplish the thought, M/s Newal Chand Mohan Lal Jain Private Limited was duly incorporated on September 26, 1996 to takeover the aforesaid proprietorship firm. Since then, Mr. Rajnish Jain is associated as Director of the Company. In the FY 1999-00, first brand MAANIK was launched by our group company Newal Chand Mohan Lal & Co. (Partnership Firm) for refined vegetable oil. Till 2003-04, Our Company was mainly engaged in trading of Palm oil, Soya bean oil, Mustard oil, etc which was purely procured from domestic market. Our Company started importing the Vansaspati Oil in the FY 2003-04. In a very short span of time, our Company started importing the crude edible oil from Malaysia, Indonesia, Thailand and Bangkok. Our Promoter Company N M Agro Private Limited registered its brand namely SHAN for edible oil, edible fats and preserves and MOTI for refined Mustard Oil in respect of transport, packing, and storage of goods. Till, February 2012 a part of our retail distribution was carried out by our promoter company under the aforesaid brands. After establishing the strong foothold in the trading and imports and with the in-depth understanding of domestic and foreign oil market, Our Company started setting up its own Refinery Unit with an installed capacity of 350 TPD at Khasra No. 512-513-514, Village Chijjarsi, Pilakhua District Hapur U.P. and the same got operational during the last quarter of FY 2011-12. Due to commencement of commercial operations of the Refinery Unit, the brands are used by refinery and also our Company has improved the numbers of branded sales which are as follows: MAANIK MAANIK Gold SHAN MOTI PEARL : : : : : Refined Soya-bean & Refined Cottonseed Refined Soya-bean (Premium Quality) Refined Palm Oil Mustard Pakki Dhani Mustard Kacchi Dhani

The Company has shown robust growth during the last five years. It has improved its top line and bottom line and also has by the time, managed it operations and has widened the reach of the Company. The same can be reflected from the continuous growth in the top line and bottom line of the Company as explained under:

74

Particulars

F.Y. 2011-12

F.Y 2010-11

F.Y 2009-10

(` In Lacs) F.Y 2008-09

Sales Growth in Sales (In %) PBT Growth in PBT (In %)

164415.61 60.91 4920.86 137.27

102178.30 45.96 2073.95 41.81

70002.08 115.11 1462.46 168.88

32543.32 55.07 543.91 37.76

Our competitive strength Vast experience over five decades with sound market knowledge Our promoters have been associated with the oil industry for more than five decades, which has enabled us to successfully implement our growth strategies. We benefit from the experience of the promotes and core management team. We are one of the leading edible oil importing, manufacturing and marketing Companies of India with international presence, dealing in various edible oils such as Soya bean oil, Cottonseed oil, Palm oil (Palmolein), and Mustard oil, Rapeseed Oil etc. Strong presence in the oil producing countries The company has made strong presence in the Oil producing countries, mainly Indonesia and Malaysia and has started negotiating with the suppliers with long term supplies at very competitive prices, which has become possible because of the companys quest to build and maintain s trong relationship with its clients. Our sales Distribution and Marketing network The extensive marketing and distribution network helps it to reach the customers in 7 states in India. The Company as on February has 30 distributors in Himachal Pradesh and 70 to 75 distributors in Punjab region. The Company handles the product marketing and distribution through a channel of distributors, C&F Agents and Retailers. Our business strategy Enhancement of capacity and value addition The installation of existing 350 TPD plant capacities is the entry for the company in refining division. The next strategy of the company is to establish another plant of same capacity to cater the demand of north India. In order to reduce the cost of production of the entire value chain and to enhance sale margins, the company intends to go for value addition. In value addition the company has decided to venture into interesterified fats for edible purpose and oleo-chemical division for production of oleo-chemicals as the high end niche product line for industrial applications. To continue brand building The industry is seeing shift in market share from the unorganized sector to the organized sector. The Indian edible oil sector is largely fragmented and unorganized which is shifting to the organized sector owing to the tax reforms (VAT) and on account of preference for packaged and branded products. Increase in awareness regarding adulteration and increased health consciousness (Palm Oil and Soya Oil- considered healthy because it contains unsaturated fats.) has further aided the growth of the organized sector. The company aims to initiate robust brand promotional and brand awareness among masses. As a part of its work programme it has been divided into three sectors as Brand Development, Brand Awareness and Brand Promotional through, media campaigns, press conferences, internet blogging etc. Expand geographical presence:

75

The Company is having established retail network in the UP and the adjacent areas of Northern Region. Edible oils such as Soya Oil and Palm oil are such that have pan India demand.The company plans to foray into newer markets and increase customer base. The Company has plans to widen the operations to the states of Punjab, Haryana, Himachal Pradesh, States of J&K and Madhya Pradesh etc. With increased penetration levels the company will be able to increase it market share along with volumes. The company is not only scouting for shelf place but is also planning to set up manufacturing facilities in strategic location to increase its presence in new markets. The move is in line with the companys objective to be cost effective while adhering to quality standards and near to consumption markets. Strengthening the distribution network and market The company has already taken the initiative from April, 2012 for strengthening the distribution net work by appointing the distributors and C&F agents in each region i.e. Punjab, Eastern UP, Central UP, Uttrakhand and Himachal Pradesh. The company is focusing on expanding the on distribution network by way of appointment of new distributors. As a part of its existing marketing plan the company has worked out to enter into tie up with professional marketing agency for strategic marketing and sales. The Company understands that it is very important to improve and sustain the quality standard of the product to sustain its existence in the industry hence to eliminate the every possible extent of compromise in the quality; In the F.Y 2010-11, our Company has done quality certification from ISO 9001-2008 for the quality management. Broadly our business activities can be classified as per chart given below: OPERATIONS OF THE COMPANY

MAIN BUSINESS

Importing & Trading of Edible/Non Edible Oil Crude Palm Oil Crude Soyabean Oil Crude Mustard Oil, Crude Rapeseed Oil Crude Cottonseed Oil Refined Palm Oil Refined Soyabean Oil Refined Mustard Oil Refined Sunflower Oil Refined Rapeseed Oil Refined Cottonseed Oil

Refining of Edible Oils (Installed Capacity of 350 TPD) Palm oil with the brand name SHAN, Soya bean oil with the brand name Maanik & Maanik Gold, Cottonseed oil with the brand name Maanik Rapeseed oil with the brand name MOTI & Pearl

Setting up Oil Refinery Unit with an installed Capacity of 350 TPD As a step towards forward integration our Company has set up a oil Refinery Unit with an installed capacity of refining/manufacturing 350TPD at Khasra No. 512-513-514, Village Chijjarsi, Pilakhua, District Hapur, Uttar Pradesh.

76

Versatile refining capabilities Our refining facilities have the ability to provide comprehensive range of oil products. Our facilities are versatile in nature; we can refine various types of oils including palm oil, soya-bean oil, cotton seed oil, rapeseed oil, mustard oil, etc. The existing setup is such that we can switch over from processing of one type of oil to another type of oil with the no down time. This gives us extreme flexibility to refine all types of oils depending on the market requirement and availability of raw materials at competitive rates. Hence, we are not dependent on any particular source of raw material.

Our wide product range Our Company has wide range of products and currently offering refined soya bean oil, refined cotton seed oil with brand name MAANIK, premium quality refined soya bean oil under the brand name MAANIK GOLD, refined palm oil with brand name SHAN and refined mustard oil with brand name of MOTI & PEARL. The Company has varied oil in its product basket allowing the customer to choose from them. Our Company deals in Edible oils in consumer retail packs from 500ml to 15 Kgs and in variable packs like Bottle, Poly Pouch, Jerry Can and Tins. Penetration in the rural areas is more with smaller packs. We also intend to increase our product range by introducing new products. Further our Company mainly deals in bulk trading of Crude Palm oil, Refined Palm Oil, Crude Soya bean Oil, Refined Soya-bean oil, Refined Mustard Oil, Crude Cotton Seed Oil and Crude Rapeseed Oil. In addition, our Company deals in sale of by products like Fatty Acids, Acid Oil and soap stock for use in soap and cosmetic industry.

Power generation The government has taken various initiatives for developing the countrys vast indigenous renewable energy resources. The accelerated depreciation in the Income Tax Act on the installation of Wind energy plant and diverse incentives supported by a long term policy and regulatory frame work at the central and state level has encouraged the industrialist, traders for investment in windmills. NCML Industries Limited also contributes to the renewable energy by establishing its 7 (Seven) windmill machines through turnkey basis at Tamil Nadu and at following regular intervals of period. Further our Company has entered into PPA (Power Purchase Agreement) with Tamil Nadu Generation & Distribution Corporation Ltd (TNGDC) for the sale of electricity generated through respective windmills. In the FY 2007-08, with the advent of the relevance and significance of the renewable source of energy worldwide decided to make investment in Wind Energy Sector. As part of its decision, we set up first windmill with installed capacity of 600 KW. After the successful running of the first machine, the Company installed two another windmill machined with combined capacity of 2 MW in FY 2009-10. In the FY 2010-11, Our Company installed three windmill machines with the combined capacity of 3 MW. Later on in the FY 2011-12, single windmill machine with capacity of 1 MW was installed. The company has entered in to Power Purchase Agreement (PPA) with Tamil Nadu Generation and Distribution Corporation (TNGDC) for the sale of energy generated from the installed windmills. The silent terms and conditions of the PPA are TNGDC agrees to pay energy charges at the rate of ` 3.39 per unit. The company will raise a bill every month for the net energy sold. TNGDC shall make payment to the company within 30days from the receipt of the bill. Any delayed payment beyond 30 days is liable for interest at the rate of 1% per month. The company agrees to pay rs1.60 lacs/MW per year with 5 % escalation every year for life period of windmills towards O & M charges from the date of commissioning of windmill The agreement shall valid for a minimum period of 20years from the date of execution.

77

The enhancement of the capacity of windmill is general in the last quarter of the financial year hence the income is reflected in the next financial year then the financial year in which it was installed. Details of the power generation income which contribute to the profit of the company in the last five years. Particulars No of Windmills Capacity (in MW) Power generation Income (` in Lacs) Location Registered Office 1818, Naya Bazaar, Delhi -110006 Corporate Office 108-109-110, Vardhman City Plaza-2, Asaf Ali Road, New Delhi-110002 Existing Refining Unit Our Company has its refining unit at the following locationSr. No. 1. Location Khasra No. 512-513-514, Village Chijjarsi, Pilakhua, l District Hapur, Ghaziabad, U.P. Product Refining of all edible oils. At Present refined Palm oil, refined Soya bean oil, refined Cottonseed oil and refined rapeseed oil and other by products palm stearin, fatty Acids, wax, soap stock and gums. 2012 7 6.60 223.43 Ending on March,31 2011 2010 6 3 5.60 2.60 145.46 30.73

2009 1 0.600 28.31

2008 1 0.600 0.11

Existing Windmills Seven Various locations in the state of Tamil Nadu Plant & Machinery, technology, Process etc Existing Refinery Unit Our refinery unit is completely equipped with all required machinery to achieve targeted production with Blowing machines, Filling Machines, Weighbridge, Filters, Cooling Towers, Stand by pumps etc. Further we have fully equipped laboratory to have in house testing facilities required for refining of edible oils. Our Company has set up in house laboratories for chemical composition testing facility for refined oil and a system of testing for all incoming crude oil. Technology Existing Refinery Unit- Our Company is using indigenous technology i.e alpha level separators, Wesfalia seprater for degumming and neutralization of oil, Muez-hest (spain based technology) for refining process, thermax (Indian based technology) for boiler and heating, bleacher to remove colour and moisture from oil, crystallizer to condense the oil and to remove wax and deodorizer to remove fatty acids, smell etc. The choice of technology is based on merits and demerits of various technologies, the status of technology, flexibility of operation, availability of raw material, capital investment and economies of operations. Infrastructure facilities for Raw Materials and Utilities like Water, electricity etc. Raw Material

78

The principal raw material required is various types of oils in crude oil form and refined oil form. The major raw material are RBD Palm Oil, Crude Palm Oil, soya refined oil. The raw crude palm oil and soya oil are mainly imported from Malaysia and Indonesia and raw crude mustard oil is procured domestically. Except raw crude oil all other raw materials like bleaching earth, carbon, caustic soda, phosphoric acid, husk etc are easily available from local markets. The majority of the raw material is imported by the company. March 31,2012 Amount %of total purchase (In Cr.) March 31,2011 Amount %of total purchase (` In Cr.) March 31,2010 Amount %of total purchase (`In Cr.)

Raw Material Imported Indigenous Total

1056.00 520.00 1576.00

67.01 32.99 100

715.90 289.19 1014.09

70.60 29.40 100

486.58 193.59 680.17

71.54 28.46 100

Quality Measures It is an integral part of the food industry and we do have a robust quality policy for both raw material and finished products. We do adhere to the ISI, Food Safety and International Standards for our good and other products which we are utilizing. Power Existing Refinery Unit We have been sanctioned load of 1500 KVA from Electricity Distribution division Pilkhuwa, Paschimanchal Vidhyut Vitran Nigam Limited. In addition, we have installed two sets of Diesel generator of 1350 KVA and 1010 KVA respectively. Water Existing Refinery Unit Our water requirement is 30 /hr which is fulfilled through boring facility. Hence water requirement at our existing unit is met from its own bore wells. Pollution Existing Refinery Unit We have received authorization letter vide letter bearing no. G-459/H9J dated September 11, 2012 from Uttar Pradesh Pollution Control Board, Lucknow, to operate a facility for storage and disposal of hazardous wastes. Human Resources Human resource is an asset to any industry, sourcing, managing and providing training to the human resource is a regular practice at our industry. We have a dedicated HR department for the benefit and management of human resource. We have adhered to the standard put forth by our management for continuous human resource development. We believe that our employees are the key to the success of our business. We focus on hiring and retaining employees and workers who have prior experience in the Oil Industry. We view this process as a necessary tool to maximize the performance of our employees. As on February 28, 2013 we have the total strength of 199 permanent employees (including workmen) in various departments. The details of which is given below: Sr. No. 1. 2. 3. 4. Particulars Management and Finance Production and Maintenance Administrative and Marketing Skilled and Semi Skilled Labour Employees 08 11 12 168
m3

79

We have not experienced any material strikes, work stoppages, labour disputes or actions by or with our employees, and we have good relationship with our employees. Logistics Our Company is setup with the state of the art delivery structure for finished products right from the packaging division till it is off-loaded at the final destination, our Company has a fleet of trucks and also subcontracted with transport service providers for easy and hassle free delivery in the following manner: Automatic Filling and packaging Batch graded and bar coded Lifting and Segregation Handling and Loading Dispatch Unloading

Collaborations, any Performance guarantee or assistance in marketing by the Collaborators Our Company has not entered into any collaboration, or Performance guarantee or assistance for marketing with any Company. Product DetailsOur Company manufactures refined Palm oil, refined Soya bean oil, refined Cottonseed oil and refined rapeseed oil. In addition our company is involved in trading of crude palm oil, crude soya bean oil, crude mustard oil, refined palm oil, refined soya bean oil, and refined mustard oil .Our below mentioned products are sold under various brand names: Refined Soya bean oil with name brand name of MAANIK and MAANIK GOLD Refined Cottonseed oil with name brand name of MAANIK Refined Mustard oil with name brand name of MOTI and PEARL Refined Palm oil with name brand name of SHAN Nature and Application of our Products Refined Soya bean Oil-MAANIK and MAANIK Gold Refined soya bean oil is extracted from soya beans. It is a healthy, nutritious and delicious cooking medium. Refined Cottonseed Oil-MAANIK Refined cottonseed oil is a traditional vegetable oil extracted from the seeds of the cotton plant. It is commonly used as cooking oil. Refined Palm Oil-SHAN Refined palm oil contains several saturated and unsaturated fats. It is dark red colour oil which comes from carotenes such as alpha-carotene, beta-carotene and lycopene. Refined Mustard Oil-MOTI and PEARL Mustard oil is of vegetable origin and is obtained from seeds of the black and white (Sinapis alba) mustard plants. In the crude state, black mustard oil (Brassica nigra, light color) has a spicy odor and a strong taste. When refined it is neutral in odor and taste. White mustard oil (yellow color) has a bitingly pungent taste due to the allyl mustard oil it contains. Manufacturing Process

80

There are two routes are taken to process crude oil into refined oil; which are chemical (basic) refining and physical refining. The methods differ basically in the way the fatty acids are removed from the oil. Physical refining, which eliminates the need for an effluent plant for the soap stock, involves subjecting the oil to steam distillation under higher temperature and vacuum for removal of the free fatty acids. The physical refining is used to remove the free fatty acids. The refining of physical plant is practiced to subject the oil to steam distillation. Acid Degumming/Neutralization Physical Method The raw material which is used by physical plant is crude oil from the storage tank. CO is feed at the flow rate about 35-60 tons/hour. The initial temperature of CO is at 40 - 60C. The feed is pumped through the heat recovery system, that is plate heat exchanger to increase the temperature around 60 - 90C. After that, there is about 20% of the CO feed to into the slurry and mix with the bleaching earth (6 - 12kg/ton CO) to form slurry (CO + Bleaching earth). The agitator inside the slurry tank will mixed the CO and bleaching earth completely. Then, the slurry will go into the bleacher. At the same time, another 80% of the CO is pumped through another plate heat exchanger (PHE) and steam heater to increase the CO temperature to 90 - 130C (it is a desired temperature for the reaction between CO and phosphoric acid).

81

Then, the CO feed is pumped to static mixers and the phosphoric acid is dosed at 0.35 -0.45 kg/ton. Inside there, the intensive mixing is carried out with the crude oil for precipitation up the gums. Chemical Method The purpose of this process is to remove fatty acid and soap stock. The oil is heated upto 60 degree centigrade and at this stage Caustic Soda (NaOH lye) alkali treatment is given to the oil charge with stirrer on and after about 45 minutes and hot water wash follows. The oil charge is allowed for settling in valve. After about 1 hour Soap stock and fatty acid is drained out from the bottom valve and then clear oil charge following from the valve is ready to be passed for next stage known as bleaching. Bleaching The degumming CO then will go into bleacher. In the bleacher, there are 20% slurry and 80% degummed CO will mix together and the bleaching process occur. The practice of bleaching involves the addition of bleaching earth to remove any undesirable impurities (all pigments, trace metals, oxidation products) from CO and this improves the initial taste, final flavor and oxidative stability of product. The slurry containing the oil and bleaching earth is then passed through the Niagara filter to give a clean, free from bleaching earth particles oil. The temperature must be maintain at around 80 - 120C for good filtration process. In the Niagara filter, the slurry passes through the filter leaves and the bleaching earth is trapped on the filter leaves. The presence of bleaching earth fouls deodorizer, reduces the oxidative stability of the product oil and acts as a catalyst for dimerizaition and polymerization activities. So, the "blue test" is carried out for each batch of filtration to ensure the perfect filtration process. This test indicates whether any leaking is occurring in Niagara filter or trap filter. Hence, any corrective actions can be taken intermediately. Deodorisation/Deacidificastion The BO comes out from the filter and passes through another series of heat recovery system, Schmidt plate heat exchanger and spiral (thermal oil: 250 - 305C) heat exchanger to heat up the BO from 80 120C until 210 - 250C.The hot BO from spiral heat exchanger then proceeds to the next stage where the free fatty acid content and the color are further reduced and more important, it is deodorized to produce a product which is stable and bland in flavor. In the pre-stripping and deodorizing column, deacidification and deodorization process happen concurrently. Deodorization is a high temperature, high vacuum and steam distillation process. A deodorizer operates in the following manner: (1) dearates the oil, (2) heat up the oil, (3) steam strips the oil and (4) cools the oil before it leaves the system. All materials if contact are stainless steel. In the column, the oil is generally heated to approximately 240 - 280C under vacuum. A vacuum of less than 10 torr is usually maintained by the use of ejectors and boosters. Heat bleaching of the oil occurs at this temperature through the thermal destruction of the carotenoid pigments. The use of direct steam ensures readily removal of residue free fatty acids, aldehydes and ketones which are responsible for unacceptable odor and flavors. Fatty Oil Distillate The lower molecular weight of vaporized fatty acids rises up the column and pulls out by the vacuum system. The fatty acid vapor leaving the deodorizer are condensed and collected in the fatty acid condenser as fatty acid. The fatty acids then is cooled in the fatty acid cooler and discharged to the fatty acid storage tank with temperature around 60 - 80C as palm fatty acid distillate (PFAD), a by-product from refinery process. The bottom product of the pre-stripper and deodorizer is Refined, Bleached, Deodorized Palm Oil (RBDPO). The hot RBDPO (250 - 280C) is pumped through Schmidt PHE to transfer its heat to incoming BO with lower temperature. Then, it passes through another trap filters to have the final oil polishing (120 - 140C) to prevent the earth traces from reaching the product tank. After that, the RBDPO will pass through the RBDPO cooler and plate heat exchanger to transfer the heat to the CO feed. The RBDPO then is pumped to the storage with temperature 50 -80C. Marketing and Distribution Arrangement

82

Main Business (Refined Oil, Crude Oil etc) Our products are distributed through distributor, wholesale and retail network, and to make this channel strong enough, we continuously encourage our channel partners by promotional activities. The Company has already taken the initiative from April 2012 and has entered into agreements for the appointment of distributors and C&F Agents for the sale of our products. The Company as on February 28, 2013 has 30 distributors in Himachal Pradesh and 70 to 75 distributors in Punjab and UP region. Distribution of the Company is hence as under: DISTRIBUTION ARRANGEMENT

DIRECT DISTRIBUTION To Top Buyers, Bulk Consumers, Oil Refiners, Soap Manufactures.

RETAIL DISTRIBUTION

High Sea Sale DIRECT DISTRIBUTION

Regular Sale

Through a network of Distributors, C&F Agents & Retailers

High Sea Sale: When the supplier ships the material to India against the LC, the Company books its Sales with its Buyers before the material reaches the Indian Territory based on the orders in hand. This way the title of the goods is transferred in the name of Buyer. When the goods reach the Indian Port, it becomes the responsibility of the Buyer to fulfill the Custom Formalities and to release the material from the Port. The document High Sale Agreement is treated as the evidence of the transaction which specifies the names of the Foreign Suppler of our Company and name of the Indian Buyer to whom we are selling the goods. Regular Sale: When the goods reach the Indian boundries, our Company does the necessary custom formalities and store the goods at the Kandla Port. At the port the Company has a tie up with M/s Agency & Cargo Care Limited to provide us the storage tanks at the Kandla Port. Once goods are stored in that, it later transported directly to the buyers place RETAIL DISTRIBUTION Presently the Company is effective mainly in the regions of UP however in coming Financial Year, the Company has plans to widen the operations to the states of Punjab, Haryana, Himachal Pradesh, States of J&K and Madhya Pradesh etc. Further the Company has finalize plans to have at least two C&F Agents in each region i.e. Punjab, Eastern UP, Central UP, Uttrakhand and Himachal Pradesh etc by the end of this Financial Year, the paper work with the prospective dealers are underway . Further our Company has already launched its new brands namely MAANIK Gold and MOTI Gold to the existing Product List. COMPETITION Main Business (Refined Oil, Crude Oil etc.) We operate in a highly competitive market and there are large numbers of players in organized sector as well as in unorganized sector. Our competition depends on the products being offered by various companies in

83

the organized segment besides several other factors like quality, price, and timely delivery. Competition emerges not only from organized sector but also from the unorganized sector and from both small and big regional and National players. Our experience in this business has enabled us to provide quality products in response to customers demand for best quality and brande d Edible oil. Capacity and Capacity Utilization of Oil (Edible) Refinery Unit Name of the Product Installed Capacity (TPA) CAPACITY UTILIZATION 2012 73500 70 2013 94500 90 2014 96600 92 2015 100800 96

All kinds of Edible Oil In %

105000

*The (%) has been Annualized for the year 2012 Intellectual Property Rights Presently, none of the brand names are registered in the name of our company however, our company is using brand names of our promoter company and Group company namely, SHAN for refined Palm Oil vide trademark no. 1872279 in respect to edible oil, edible fats and preserves in class 29 and MOTI for refined Mustard Oil vide trademark no. 1605413 in respect of transport, packing, and storage of goods, travel arrangement which are registered in the name of N.M. Agro Private Ltd and MAANIK for Refined Soyabean and Refined cottonseed oil vide trademark no. 893360 in respect of Edible Oils & Fats in class 29 which is registered in the name of our Newal Chand Mohan Lal & Co. (Partnership Firm). Till date, no formal agreement has been made between our company with any of our Group Company and promoter Company regarding the use of said brand name and trade mark. Indebtedness Our Company is availing following Term Loan and Working Capital facilities from the following bank, details of which are as under:Name of the Lender Sanction Amount (` in lakhs) Purpose Amount O/s as on February 28, 2013 (` in Lakhs) 671.31 Interest Rate per annum Repayme nt Schedule Security (Combined Security) Period

Oriental Bank of Commerce Term 857.00 For Loan purchase of new Machinery & Equipment of Wind Mill Project

BR+1.50%+0.50 % Term Premium which works out to 12.25% at present with monthly rates subject to changes in BR /Spread from time to time .Penal interest @2% p.a. over & above the rate on overdue portion shall be charged.

To be repaid in 60 Monthly installmen ts of ` 14.28 Lakhs after a moratoriu m Period of 4 months from the date of First Disburse ment. Interest shall be recovered

1 Charge on entire assets of the wind mill having total project cost of Rs, 12.24 Crores, including Mortgaged of project Land costing ` 0.30 Crores.

st

64 months

84

separately on monthly basis as and when due. Indian Renewable Energy Development Agency Limited (IREDA) Term 874.66 For 809.07 11.40 % at the Loan purchase of time of 2MW 2*1000 sanction(presently KW wind @11.96%)The farm project effective interest in Tamil rate will be the Nadu rate prevailing at the time of each disbursement , the interest rate will be subject to revision on the expiry of every 2 years as per the interest rate guidelines notified by IREDA . The first interest reset shall be done on the date of commissioning of the project or 2 years from the date of first disbursement, whichever is earlier. IREDA will charge 0.50% additional interest rate during implementation of project. 40 1. Mortgage in 10 Quarterly favor of IREDA years Installmen of all immovable ts of ` by way of deposit of title 21.86 deeds of Lacs each properties, both & last present and installmen future.(security t of ` pertains to wind 22.12 energy project lacs, with assets financed grace by IREDA Only) period of 12 months 2. Hypothecation in favor of IREDA after of all project commissio movable assets, ning of the including project. movable plant& Machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets both existing and future , intangible goodwill, uncalled capital , present and future. security pertains to wind energy project assets financed by IREDA Only) 3. First charge on revenue streams of 0.6 MW WTG installed at V. Kallipalayam village, Tirupur, Coimbatore District, Tamil Nadu state. 4. The company shall give a collateral security of ` 1.25 Crores as FDR in favor of IREDA.

ICICI Bank

85

Term Loan

1500.00

For setting up Oil Refinery project

1125.00

Rate of interest shall be sum of IBase and Spread per annum plus applicable interest Tax or other statutory levy, if any, on the principal amount of the loan amount remaining outstanding each day. As on date the Base is 9.75% and spread is 2.68 %.Bank may reset the spread at the end of every 12 months from the date of first disbursement.

Repayme 1. Equitable nt will be mortgage on done in 16 fixed assets equal raised out of quarterly proposed installmen funding both ts for each movable and tranche. immovable First (present & installmen Future), in a t will form and commenc manner e after 6 satisfactory to months of the bank. completio 2. Extension of n of charge on project. collateral property in the form of land owned by N M Industries Private Limited Situated at Khasra No. 512513-514, Village Chijjarsi, Pilakhua, District Hapur, Ghaziabad, U.P. 3. Personal guarantee of Promoters 4. Corporate Guarantee of N M Industries Private Limited 48 Equal 1. Exclusive charge Monthly on Wind mills Installment procured from s the loan 2. Exclusive Charge on proceeds from Tamil Nadu State Electricity Board or any other buyer. 3. Lien on Fixed Deposits worth ` 100 lacs NA 1. Primary 1st pari-passu charge along with other member banks by way of hypothecation of the companys entire stocks of

5 years from the date of disburs ement includin g morato rium of 6 months from the date of comple tion of the project.

Yes Bank Limited Term 700.00 Loan

For purchase of new Machinery & Equipment of Wind Mill

224.88

Yes Banks Base Rate (YBLBR)plus 5.00 %p.a. As on date YBLBR is 10.50 % p.a. Effective Rate of interest is 15.50 % P.a.

4 years

State Bank of India Fund 11,000.00 Based: CC 1000 Non Fund Based: LC 10000

For meeting Working Capital requirement s of the Company

850.00 8,406.50

BR +3.25% p.a 50% Concession on Bank Rate

1 Year

86

Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future. 2. Collateral cover for working capital limit shall not be less than 25 % during the currency of credit limits Pledge of Fixed Deposit of RS 23.62 crores. Windmill of the Company at Palladam Tamil Nadu( capacity 600KW) Land and Building at Plot No 89,Block A, ,Pocket3,Greater Noida,,U.P Residentail property at Plot No.II_A/17, Nehru Nagar, Ghaziabad, U.P Land and Building at Plot No II B/1, Nehru Nagar, Ghaziabad,U.P Land and Building at Plot No 7, Ward No 30, Nasrat Pura, Mohalla

87

Dulichand,, Ghaziabad,U.P Khasra No. 512-513514, Village Chijjarsi, Kullichanag r,Pragna Dasna,Teh sil: Hapur, District , Ghaziabad, U.P. Plot.No 4/18, Rajnagar, Ghaziabad Commercial Building No.10 & 11, Raj Nagar, Dist Center Raj Nagar, Ghaziabad, U.P. Residental plot No 224, Niti, KhIndirapuram, Ghaziabad, U.P. 3. Corporate Guarantee of NM Industries (P) Limited 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain, Rajnish Jain (HUF) and Manish Jain (HUF) Union Bank of India Non Fund 7,500.00 Based: Import L.C./ Buyers Credit : 7500 For meeting Working Capital requirement s of the Company 50% Concession on Bank Rate NA 1. Primary 1st pari-passu charge along with other member banks by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and 1 Year

6,690.04

88

such other movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall not be less than 25 % Pledge of Fixed Deposit of RS 5.75 crores. Commercial Building No.10 & 11,Raj Nagar, Dist Center Raj Nagar, Ghaziabad,,U.P. 5 SUD Life Insurance Policy (value 0.45 Crore) 3. Corporate Guarantee of Mohit Nidhi Agro Oil Private Limited and NM Industries (P) Limited 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain, Rajnish Jain HUF, Manish Jain HUF Oriental Bank of Commerce Letter of For meeting Credit - 4,500.00 Working import Capital requirement s of the Company 25% Concession on Bank Rate NA 1. Document sof Title of Goods in caso of LC on DP basis and Hypothecation charge over the goods in case of LC on DA basis. 2. Collateral 1 Year

4,500.00 `

89

security by way of pledge of ` 13.50 crore Fixed deposit 3. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain Axis Bank Limited Letter of 5000 Credit For meeting Working Capital requirement s of the Company 5000 As per Existing Rates NA 1. Primary 1st pari-passu charge along with other members banks by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall not be less than25% 25% 3. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Suman Jain 1. Primary 1st pari-passu charge along with other member banks by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other 1 Year

Standard Chartered Bank Fund For meeting Based: 10,000.00 Working CC 400 Capital Non requirement Fund s of the Based: Company LC 9600

NA 400.00 8,794.67 BR+ Applicable Margin 0.80% PA

1 Year

90

movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall not be less than 30 %. 4. Corporate Guarantee of N M Industries Private Limited 3. 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Suman Jain, Rajnish Jain HUF, Manish Jain HUF ICICI Bank Limited Fund Based: 8,700.00 CC 200 Non Fund Based: LC 8500 For meeting Working Capital requirement s of the Company 200 8,500.00 BR+3% p.a. 0.85% PA NA 1. Primary 1st pari-passu charge along with other banks by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) for ` 200.00 Lacs fund based limit. 2.Collateral security for working capital limit shall not be less than 25 % Khata No 251, Khasra No 254 measuring 1.7690 Hectares situatred in Village Village 1 Year

91

Chijjarsi, Kullichanagr ,Pragna Dasna,Tehsi l: Hapur, District , Ghaziabad, U.P. portion of property bearing Khata No. 354,Khasra No 513 measuring 0.158 Hectares situatred in Village Village Chijjarsi, Kullichanagr ,Pragna Dasna,Tehsi l: Hapur, District , Ghaziabad, U.P. 2/3 portion of property bearing Khata No. 225 Khasra No 512 measuring 0.21466 Hectares situatred in Village Village Chijjarsi, Kullichanagr ,Pragna Dasna,Tehsi l: Hapur, District , Ghaziabad, U.P. 1/3 portion of property bearing Khata No. 225,Khasra No 512 measuring 0.10733 Hectares situatred in Village Village Chijjarsi, Kullichanagr

92

,Pragna Dasna,Tehsi l: Hapur, District , Ghaziabad, U.P. 3. Corporate Guarantee of N M Industries Private Limited 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain & personal guarantee of partners of NCML & CO

Central Bank of India Working For meeting Capital 4,000.00 Working Limit Capital requirement s of the Company

3,728.63

As per Existing Rates

NA

1. Primary 1st pari-passu charge along with other banks by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) 2. Collateral security in the form of FD for working capital limit shall be 25 %of working capital limit 3. Corporate Guarantee of N M Industries Private Limited 4. Personal Guarantees of

1 Year

93

Rajnish Manish Mohan Lal Suman Jain Indian Overseas Bank Letter of For meeting Credit 5,000.00 Working Capital requirement s of the Company 50% Concession on Bank Rate NA

Jain, Jain, Jain,

5,000.00

1.Primary 1st pari-passu charge along with other member banks by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall not be less than 25 %

1 Year

Properties already mortgaged with SBI and proposed to be shared on paripasu basis amongthe consortium bankers. 3. Corporate Guarantee of N M Industries Private Limited 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain, Rajnish Jain (HUF) and Manish Jain (HUF) Syndicate Bank SODH : 200 5,200.00 Inland LC : 5000 For meeting Working Capital requirement s of the Company 5200.00* (CC limit has been utilized as LC) BR+3% As per Existing Rates NA 1. Primary 1st pari-passu charge along with other bank by way of hypothecation of the companys entire stocks of

1 Year

94

Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall be 25 % and it is by way of lien on Fixed Deposit and/or Equitable Mortgage on property of Rs 13.00 crores. 3. Corporate Guarantee of N M Industries Private Limited Limited 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain, Rajnish Jain HUF and Manish Jain HUF State Bank of Patiala Fund Based: 2,300.00 CC 100 Non Fund Based: LC 2200 For meeting Working Capital requirement s of the Company The limit was disbursed in March 2013 BR+2.50 %p.a. NA 1. Primary 1st pari-passu along with other bank charge by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall be 25 % and it is by way of lien on Fixed Deposit 3. Corporate Guarantee of N M Industries Private Limited 4. Personal Guarantees of 1 Year

50% Concession on Bank Rate

95

Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain, Rajnish Jain HUF, Manish Jain HUF Allahabad Bank Cash Credit: 3800.00 100 LC/LOC: 3700 For meeting Working Capital requirement s of the Company 0.00 BR+2.75% P.a. NA 1. Primary 1st pari-passu along with other member banks charge by way of hypothecation of the companys entire stocks of Raw material, semi finished & finished goods, consumable stores & stores & spares and such other movables including book debts, bills(both present & future) 2. Collateral cover for working capital limit shall not be less than 25 % Pledge of Fixed Deposit of RS 23.62 crores. Windmill of the Company at Palladam Tamil Nadu( capacity 600KW) Land and Building at Plot No 89,Block A, ,Pocket3,Greater Noida,,U.P Residentail property at Plot No.II_A/17, Nehru Nagar, Ghaziabad, U.P Land and 1 Year

3640.15

25% Concession on Bank Rate

96

Building at Plot No II B/1, Nehru Nagar, Ghaziabad,U.P Land and Building at Plot No 7, Ward No 30, Nasrat Pura, Mohalla Dulichand,, Ghaziabad,U.P Khasra No. 512-513514, Village Chijjarsi, Kullichanag r,Pragna Dasna,Teh sil: Hapur, District , Ghaziabad, U.P. Plot.No 4/18, Rajnagar, Ghaziabad Commercial Building No.10 & 11, Raj Nagar, Dist Center Raj Nagar, Ghaziabad, U.P. Residental plot No 224, Niti, KhIndirapuram, Ghaziabad, U.P. 3. Corporate Guarantee of N M Industries Private Limited 4. Personal Guarantees of Rajnish Jain, Manish Jain, Mohan Lal Jain, Kamla Jain, Sangeeta Jain, Suman Jain, Rajnish Jain (HUF) and Manish Jain (HUF) Note: All banks have one time interchangeability of CC limits to LC limits Details of Immovable Property: The details of the Owned properties and leased properties is given below:

97

Owned Properties: Particulars Name of the Parties Description of Property Date of agreement Consideration Paid Usage Area (Approx) Rent period Particulars Name of the Parties Description of Property Details Freehold; Registered in the name of NCML EXIM PRIVATE LIMITED. nd 2 B/1, Sector II, GMP Residential Colony Nehru Nagar Ghaziabad, UP (Residential Property) January 4, 2008 ` 16,995,000.00 20% given on rent to Ms. Kiran Jain & Mr. Vijay Jain and 80% of the portion is vacant 572.4 sq. meters ` 33,000 per month 010.2011 to 30.09.2014

Details Freehold; Registered in the name of NCML EXIM PRIVATE LIMITED Building No-RDC-10 & 11, Rajnagar District Centre , Rajnagar, Ghaziabad, UP (Commercial Property) Date of agreement April 23, 2010 Consideration Paid ` 40,594,000.00 Usage Given on rent to Jagran Prakashan Ltd, given on lease to Sony India Pvt. Ltd., Karur Vysa Bank & Food India Area (Approx) Land Area 159.36 sq. meters. Construction area 573.42 Sq.Mts. * NCML EXIM PRIVATE LIMITED at present is NCML INDUSTRIES LIMITED Details of the lessee Name of the lessee Sony India Private Limited Jagran Prakashan Ltd Sony India Private Limited Karur VysYa Bank Limited Food India Particulars Name of the Parties Description of Property Usage Consideration Area(in Acres) Particulars Name of the Parties Description of Property Usage Consideration Area (in Acres) Particulars Name of the Parties Description of Property Usage Consideration Area (in Acres) Particulars Area (in Sq.ft) 656 725 750 567 Rent (Per Month) 15744 43500 18000 41113 40000 Period 01.12.2011 To 30.03.2013 15.01.2011 To 14.04.2014 01.04.2010 To 31.03.2013 9 years 06.06.2012 To 05.05.2013

Details NCML EXIM PRIVATE LIMITED. S.F. No. 52/2 (Part) of V. Kallipalayam Village, Tirupur Taluk in Coimbatore District, Tamil Nadu. Wind Power Generation ` 7,85,300 4.01 Details NCML EXIM PRIVATE LIMITED S.F. No. of 68/8 B1, 8 B,10B,11B,9 of Devarkulam Village, Sankarankoli Taluk in Tirunelveli District , Tamil Nadu. Wind Power Production ` 15,00,000 2.10 Details NCML EXIM PRIVATE LIMITED S.F. No. of 74/1(P), 75/6(P), 75/7(P) of Devarkulam Village, Sankarankoli Taluk in Tirunelveli District, Tamil Nadu. Wind Power Production ` 13,75,000 3.25 Details

98

Name of the Parties Description of Property Usage consideration Area (in Acres Particulars Name of the Parties Description of Property Usage Consideration Area ( in Acres) Particulars Name of the Parties Description of Property Usage Consideration Area (in Acres) Particulars Name of the Parties Description of Property

NCML INDUSTRIES LIMITED S.F. No. of 260/1(P) of Panikkarkulam Village, Kovilpatti Taluk in Tuticorin District, Tamil Nadu. Wind Power Generation ` 15,00,000 3.00 Details NCML INDUSTRIES LIMITED S.F. No. of 248/1F (P), 248/ 3A, 248/3B1 of Panikkarkulam Village, Kovilpatti Taluk in Tuticorin District, Tamil Nadu. Wind Power Generation ` 15,00,000 3.04 Details NCML INDUSTRIES LIMITED S.F. No. of 123/1A (P), 124(P) of Kattarankulam Village, Tirunelveli Taluk in Tirunelveli District, Tamil Nadu. Wind Power Generation ` 13,75,000 2.50

Details NCML INDUSTRIES LIMITED S.F. No. of 160 of Azhagiapandiapuram Village, Tirunelveli Taluk in Tirunelveli District, Tamil Nadu. Usage Wind Power Generation Consideration ` 15,00,000 Area (In Acres) 3.00 * NCML EXIM PRIVATE LIMITED at present is NCML INDUSTRIES LIMITED Leased Properties Particulars Name of the Parties Description of Property Consideration (Rent) Usage Particulars Name of the Parties Description of Property Date of agreement Consideration (Rent) Usage Period Particulars Name of the Parties Description of Property Date of agreement Usage Area (Approx) Consideration (Rent) Period Particulars Name of the Parties Description of Property Details Delhi Vanaspati Syndicate 1818, Naya Bazar, Delhi.-110006 ` 500 (per Month) To be used as Registered Office of the Company Details Registered in the name of Ms. Suman Jain & Ms. Sangeeta Jain 108-109-110, Vardhman City Plaza-2, Asaf Ali Road, New Delhi-110002 09.01.2013 ` 30,000 (per Month) Corporate Office of NCML Industries Limited 01.04.2012 To 31.03.2015 Details Registered in the name of N M Industries Prvate Limited Khasra No. 512-513-514, Village Chijjarsi, Pilakhua, District Hapur, U.P. January 24, 2011 Industrial purpose (As per Master Plan 2021) 28787 sq. yards ` 1.5 lacs (per Month) 10 years from 01.01.2011 to 31.12.2021 Details Mr. Arvind Laxmidas Kapadiya Godown No. 4, House No. 220/3, City Val, 421302, Taluka Bhiwandi, Distt.

99

Date of agreement Usage Consideration (Rent) Period Particulars Name of the Parties Description of Property Date of agreement Usage Consideration (Rent)

Thane, Maharashtra January 02, 2012 Godown ` 12000 (per Month) 02.01.2012 To 01.01.2013 Details Tejpal laxmi Das Pabari Nd Office No. 29 B , Chokhawala Chambers 2 Fllor Dana Pith , Rajkot 28.04.2011 Branch Office ` 2000 (per Month)

Exports & Exports Obligations Till date, Our Company has not exported and as on date of this DRHP there is no export obligation on the Company.

100

KEY REGULATIONS AND POLICIES We are subject to a number of central and state legislations which regulate substantive and procedural aspects of our business. Additionally, our operations require sanctions from the concerned authorities, under the relevant Central and State legislations and local bye laws. The following is an overview of some of the important laws, policies and regulations which are pertinent to our business as a player in the Fertilizer Industry. The regulations set out below are not exhaustive and are only intended to provide general information to Bidders. Taxation statutes such as the I.T. Act, Central Sales Tax Act, 1956 and applicable local sales tax statutes, labour regulations such as the Employees Provident Fund and Miscellaneous Act, 1952 and other miscellaneous regulations and statutes apply to us as they do to any other Indian company. For details of government approvals obtained by us in compliance with these regulations, please refer to the Chapter titled Government and Other Statutory Approvals beginning on page 186 of the Draft Red Herring Prospectus. The statements below are based on the current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Prevention of Food Adulteration Act, 1954 & Rules, 1955 This act is the basic statute intended to protect the common consumer against supply of adulterated food and specifies different standards on various articles of food. The standards are of minimum quality level intended for ensuring safety for humans for consumption of these food items and for safeguarding against harmful impurities, adulteration etc. The provisions of this Act are mandatory and contravention of the Rules can lead to both fine and imprisonment. The standards of quality of various food articles have been specified in Appendix B to the Prevention of Food Adulteration Rules, 1955. Manufacture, sale, stocking, distribution or exhibition for sale of any article of food, including prepared food or ready to serve food, cannot be done by any person except under a license procured under this act. Edible Oils Packing (Regulation) Order, 1998 In the context of the incidence of adulteration of oil with argemone oil and consequent dropsy cases and dropsy deaths, this Order derives its powers from the Essential Commodities Act. The basic objective of the Order is to ensure availability of safe and quality edible oils in packed form to the consumers. Vegetable Oil Products (Control) Order, 1947 This order puts the responsibility for implementation of the standards of quality of the vegetable oil product particularly at the manufacturing stage with the Directorate of Vanaspati, Vegetable Oils and Fats. Solvent Extracted Oil, De-oiled Meal and Edible Flour (Control) Order, 1967 This order controls the production and distribution of solvent extracted oils, deoiled meal, edible flours and hydrogenated vegetable oils (Vanaspati). This order is operated by the Directorate of Vanaspati, Vegetable Oils and Fats under the Department of Civil Supplies in the Ministry of Food and Civil Supplies The Agricultural Produce (Grading & Marking) Act, 1937 This act provides for the grading and marking of agricultural and other produce. The Standards of Weights and Measures Enforcement Act, 1985 Is an Act which provides for the enforcement of the standards of weights and measures established by or under the Standards of Weights and Measures Act, 1976, and for matters connected therewith or incidental thereto. This act regulates the classes of weights and measures sold, manufactured, sold, distributed, marketed, transferred repaired or used .It was passed with a view to regulating and modernizing the standards used in India based on the metric system. The units of weight which are sought to be used in day to day trade are required to be periodically inspected and certified by the designated authorities under this act for their accuracy. The Standards of Weights & Measures (Packaged Commodities) Rules, 1977

101

These rules shall apply to commodities in the packaged form which are, or are intended or are likely to be, (i) sold, distributed or delivered or offered or displayed for sale, distribution or delivery, or;(ii) stored for sale, or for distribution or delivery, in the course of inter-state trade and commerce. Boilers Act, 1923, as amended (Boilers Act) Boilers Act and the rules made thereunder i.e. the Indian Boiler Regulations, 1950, as amended, cover various aspects of material and equipment utilized in the manufacture of boilers for use in India and the registration, operation and repair of boilers in India. The object of the Boiler Act is to secure uniformity throughout India in all technical matters connected with boiler regulations such as the standards of construction, maximum pressure, etc. and to insist on the registration and regular inspection of all boilers throughout India. The owner of any boiler which is not registered under the Boilers Act shall make an application alongwith the prescribed fees for registration of the Boiler with the Inspector under the Boilers Act. Post receipt of application, the Inspector examine the Boiler and report the result of examination to the Chief Inspector, who then registers the Boiler and assigns a registration number and certificate to the owner of the Boiler. Penalties for violation of the Boilers Act include fine or imprisonment of up to two years or both. INDUSTRIAL LAWS Essential Commodities Act, 1955 The Essential Commodities Act, 1955 gives powers to control production, supply, and distribution etc. of essential commodities for maintaining or increasing supplies and for securing their equitable distribution and availability of the Central Government have issued the powers under the Act, various Ministers / Departments of the Central Government have issued Control Orders for regulating production / distribution / quality aspects / movement etc. pertaining to the commodities which are essential and administered by them. The Essential Commodities Act is being implemented by the State Government/UT Administrations by availing of the delegated powers under the same Act. The state government/UT Administrators have issued various control orders to regulate various aspects trading in Essential Commodities such as food grains, edible oils, pulses, sugar etc. The Central Government regularly monitors the action taken by the State Government /UT Administrators to implement the provisions of the Essential Commodities Act, 1955. Factories Act, 1948 The Factories Act, 1948 (Factories Act) defines a factory to cover any premises which employs ten or more workers and in which manufacturing process is carried on with the aid of power and covers any premises where there are at least 20 workers who may or may not be engaged in an electrically aided manufacturing process. Each State Government has rules in respect of the prior submission of plans and their approval for the establishment of factories and registration and licensing of factories. The Factories Act provides that the occupier of a factory, i.e. the person who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must ensure the health, safety and welfare of all workers especially in respect of safety and proper maintenance of the factory such that it does not pose health risks, the safe use, handling, storage and transport of factory articles and substances, provision of adequate instruction, training and supervision to ensure workers health and safety, cleanliness and safe working conditions. Persons who design, manufacture, import or supply articles for use in a factory must ensure the safety of the workers in the factory where the articles are used. If the safety standards of the country where the articles are manufactured are above Indian safety standards, the articles must conform to the relevant foreign standards. There is a prohibition on employing children below the age of fourteen years in a factory. If there is violation of any provisions of the Factories Act or rules framed there under, the occupier and manager of the factory may be punished with imprisonment for a term up to two years and/or with a fine up to ` 1 lakhs or both, and in case of such violation continuing after conviction, with a fine of up to ` 1,000 per day of violation. In case of a contravention which results in death or serious bodily injury, the fine shall not be less than ` 0.25 lakhs in the case of an accident causing death, and ` 5,000 in the case of an accident causing serious bodily injury. In case of contravention after a prior conviction, the term of imprisonment increases up to three years and the fine would be ` 3 lakhs and in case such contravention results in death or serious bodily injury the fine would be a minimum of ` 0.35 lakhs and ` 0.10 Lakhs, respectively.

102

The ambit of operation of this Act includes the approval of Factory Building Plans before construction/extension, investigation of complaints with regard to health, safety, welfare and working conditions of the workers employed in a factory, the maintenance of registers and the submission of yearly and half-yearly returns. Minimum Wages Act, 1948 The State Governments may stipulate the minimum wages applicable to a particular industry. The minimum wages generally consist of a basic rate of wages, cash value of supplies of essential commodities at concession rates and a special allowance, the aggregate of which reflects the cost of living index as notified in the Official Gazette. Workers are to be paid for overtime at overtime rates stipulated by the appropriate State Government. Any contravention may result in imprisonment of up to six months or a fine of up to ` 500. Workmens Compensation Act, 1923 The Workmens Compensation Act, 1923 (WCA) has been enacted with the objective to provide for the payment of compensation by certain classes of employers to their workmen or their survivors for industrial accidents and occupational diseases resulting in the death or disablement of such workmen. The WCA makes every employer liable to pay compensation in accordance with the WCA if a personal i n j u r y/disablement/loss of life is caused to a workman (including those employed through a contractor) by an accident arising out of and in the course of his employment. In case the employer fails to pay compensation due under the WCA within one month from the date it falls due, the Commissioner may direct the employer to pay the compensation amount along with interest and may also impose a penalty. Payment of Wages Act 1936 Wages Act applies to the persons employed in the factories and to persons employed in industrial or other establishments where the monthly wages payable to such persons is less than ` 10,000/-. The Act confers on the person(s) responsible for payment of wages certain obligations with respect to the maintenance of registers and the display in such factory/establishment, of the abstracts of this Act and Rules made there under. Industrial (Development and Regulation) Act, 1955 The Industrial (Development and Regulation) Act, 1951 has been liberalized under the New Industrial Policy dated July 24, 1991, and all industrial undertakings are exempt from licensing except for certain industries such as distillation and brewing of alcoholic drinks, cigars and cigarettes of tobacco and manufactured tobacco substitutes, all types of electronic aerospace and defense equipment, industrial explosives including detonating fuses, safety fuses, gun powder, nitrocellulose and matches and hazardous chemicals and those reserved for the small scale sector. An industrial undertaking, which is exempt from licensing, is required to file an Industrial Entrepreneurs Memorandum (IEM) with the Secretariat for Industrial Assistance, Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, and no further approvals are required. The Employees State Insurance Act, 1948 ALL the establishments to which the Employees State Insurance (ESI) Act applies are required to be registered under the Act with the Employees State Insurance Corporation. The Act applies to those establishments where 20 or more persons are employed. The Act requires all the employees of the factories and establishments to which the Act applies to be insured in the manner provided under the Act. Further, employer and employees both are required to make contribution to the fund. The return of the contribution made is required to be filed with the ESI department. Public Liability Insurance Act, 1991, as amended (the PLI Act) The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an accident involving such hazardous substances. A list of hazardous substances covered by the legislation has been enumerated by the Government by way of a notification. The owner or handler is also required to take out an insurance policy insuring against liability under the legislation. The rules made under

103

the PLI Act mandate that the employer has to contribute towards the environment relief fund, a sum equal to the premium paid on the insurance policies. The amount is payable to the insurer. Payment of Gratuity Act, 1972 Gratuity is a lump sum payment made by an employer as the retrial reward for his past service when his employment is terminated. The provisions of the Act are applicable on all the establishments in which ten or more employees were employed on any day of the preceding twelve months and as notified by the government from time to time. The Act provides that within 30 days of opening of the establishment, it has to notify the controlling authority in Form A thereafter whenever there is any change it the name, address or in the change in the nature of the business of the establishment a notice in Form B has to be filed with authority. An employee who has been in continuous service for a period of five years will eligible for gratuity upon his retirement, superannuation, death or disablement. The maximum amount of gratuity payable shall not exceed ` 3.50 Lakhs. Further, every employer has to obtain insurance for his liability towards gratuity payment to be made under payment of Gratuity Act 1972, with Life Insurance Corporation or any other approved insurance fund. Payment of Bonus Act, 1965 The Payment of Bonus Act, 1965 is applicable to every establishment employing 20 or more employees. Under the said Act an employee in a factory who has worked for at least 30 working days in a year is eligible to be paid bonus. The minimum bonus to be paid to each employee is 8.33% of the salary or wage or ` 100, whichever is higher, and must be paid irrespective of the existence of any allocable surplus. If the allocable surplus exceeds minimum bonus payable, then the employer must pay bonus proportionate to the salary or wage earned during that period, subject to a maximum of 20% of such salary or wage. Contravention of the Act by a company will be punishable by proceedings for imprisonment up to six months or a fine up to ` 1,000 or both against those individuals in charge at the time of contravention of the Payment of Bonus Act. It further requires for the maintenance of certain books and registers and submission of Annual Return in the prescribed form (FORM D) within 30 days of payment of the bonus to the Inspector. Contract Labour (Regulation and Abolition) Act, 1970, as amended (the CLRA Act) In respect of each of its facilities, the Company uses the services of certain licensed contractors who in turn employ contract labour whose number exceeds 20 in respect of each facility. Accordingly, the Company is regulated by the provisions of the CLRA Act which requires the Company to be registered as a principal employer and prescribes certain obligations with respect to welfare and health of contract labour. The CLRA Act requires the principal employer of an establishment to which the CLRA Act applies to make an application to the concerned officer for registration of the establishment. In the absence of registration, contract labour cannot be employed in the establishment. Likewise, every contractor to whom the CLRA Act applies is required to obtain a license and not to undertake or execute any work through contract labour except under and in accordance with the license issued. The CLRA Act imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period. Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act. Apprentices Act, 1961, as amended (the Apprentices Act) The Apprentices Act was enacted in 1961 for imparting training to apprentices i.e. a person who is undergoing apprenticeship training in pursuance of a contract of apprenticeship. Every employer shall make suitable arrangements in his workshop for imparting a course of practical training to every apprentice engaged by him in accordance with the programme approved by the apprenticeship adviser. The central apprenticeship adviser or any other person not below the rank of an assistant apprenticeship adviser shall be given all reasonable facilities for access to each apprentice with a view to test his work and to ensure that the practical training is being imparted in accordance with the approved programme. Employees Provident Fund and Miscellaneous Provisions Act, 1952 The Act is applicable to factories employing more than 20 employees and may also apply to such establishments and industrial undertakings as notified by the Government from time to time. All the

104

establishments under the Act are required to be registered with the Provident Fund Commissioners of the State. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 provides for the institution of compulsory provident fund, pension fund and deposit linked insurance fund for the benefit of employees in factories and other establishments. This act was introduced with the object to institute provident fund for the benefit of employees in factories and other establishments. It empowers the Central Government to frame the Employee's Provident Fund Scheme, Employee's Deposit linked Insurance Scheme and the Employees' Family Pension Scheme for the establishment of provident funds under the EPFA for the employees. A liability is placed both on the employer and the employee to make contributions to the funds mentioned above. A monthly return in Form 12 A is required to be submitted to the commissioner in addition to the maintenance of registers by the employers. Industrial Disputes Act, 1947 The Industrial Disputes Act, 1947 (Industrial Disputes Act) provides for mechanism and procedure to secure industrial peace and harmony by investigation and settlement of industrial disputes by negotiations. The Industrial Disputes Act extends to whole of India and applies to every industrial establishment carrying on any business, trade, manufacture or distribution of goods and services irrespective of the number of workmen employed therein. Every person employed in an establishment for hire or reward including contract labour, apprentices and part time employees to do any manual, clerical, skilled, unskilled, technical, operational or supervisory work, is covered by the Act. The Act also provides for (a) the provision for payment of compensation to the Workman on account of closure or lay off or retrenchment. (b) the procedure for prior permission of appropriate Government for laying off or retrenching the workers or closing down industrial establishments (c) restriction on unfair labour practices on part of an employer or a trade union or workers. Electricity Act, 2003 The Electricity Act, 2003 has been recently introduced with a view to rationalize electricity tariff, and to bring about transparent policies in the sector. The Act provides for private sector participation in generation, transmission and distribution of electricity, and provides for the corporatization of the state electricity boards. The related Electricity Regulatory Commissions Act, 1998 has been enacted with a view to confer on these statutory Commissions the responsibility of regulating this sector. The Electricity Act was enacted to consolidate the laws relating to the generation, transmission, distribution, trading and use of electricity and generally for taking measures conducive to the development of the electricity industry. These include promoting competition, protecting interests of consumers and the supply of electricity to all areas, rationalization of electricity tariffs, ensuring transparent policies regarding subsidies, promotion of efficient and environmentally benign policies, the constitution of the Central Electricity Authority and regulatory commissions and the establishment of an appellate tribunal. The Central Electricity Authoritys functions include, inter alia, (a) specifying technical standards for construction of electrical plants, electric lines and connectivity to the grid; (b) specifying grid standards for operation and maintenance of transmission lines; (c) specifying the conditions for installation of meters for transmission and supply of electricity; (d) advising the Central Government on matters relating to the National Electricity Policy; and (e) advising the appropriate government and commission on all technical matters relating to the generation, transmission and distribution of electricity. The Electricity Act also provides for a Central Electricity Regulatory Commission (CERC) and a State Electricity Regulatory Commission (SERC) for each state. Among other functions, the CERC is responsible for: (a) regulating of interstate transmission of electricity; (b) determining of tariff for inter-state transmission of electricity; (c) issuing of licenses to function as a transmission licensee with respect to inter-state operations; and (d) specifying and enforcing standards with respect to the quality, continuity and reliability of service by a licensee. SERCs perform similar such functions at the state level. Electricity Rules, 2005 The Electricity Rules, 2005, as amended, were framed under the Electricity Act and provide the requirements in respect of captive generating plants and generating stations. The authorities constituted under these rules may give appropriate directions for maintaining the availability of the transmission system of a transmission licensee. National Electricity Policy

105

The National Electricity Policy, as amended (the NEP), was notified by the C entral Government on February 12, 2005, pursuant to Section 3 of the Electricity Act. The main objectives of the NEP are as follows: providing access to electricity for all households in next five years; meeting the power demand fully by 2012, overcoming energy and peaking shortages and creating an adequate spinning reserve; providing a supply of reliable and quality power at specified standards in an efficient manner and at reasonable rates; increasing per capita availability of electricity to over 1,000 units by 2012; establishing the minimum lifeline consumption of 1 unit/household/day by 2012; creating a financially and commercially viable electricity sector; and

The Companies Act, 1956 The Act deals with laws relating to companies and certain other associations. It was enacted by the parliament in 1956. The Companies Act primarily regulates the formation, financing, functioning and winding up of companies. The Act prescribes regulatory mechanism regarding all relevant aspects including organizational, financial and managerial aspects of companies. Regulation of the financial and management aspects constitutes the main focus of the Act. In the functioning of the corporate sector, although freedom of companies is important, protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act plays the balancing role between these two competing factors, namely, management autonomy and investor protection. The Competition Act, 2002 The Competition Act, 2002 (the Competition Act) prohibits anti competitive agreements, abuse of dominant positions by enterprises and regulates combinations in India. The Competition Act also established the Competition Commission of India (the CCI) as the authority mandated to implement the Competition Act. The provisions of the Competition Act relating to combinations were notified recently on March 4, 2011 and came into effect on June 1, 2011. Combinations which are Likely to cause an appreciable adverse effect on competition in a relevant market in India are void under the Competition Act. A combination is defined under Section 5 of the Competition Act as an acquisition, merger or amalgamation of enterprise(s) that meets certain asset or turnover thresholds. There are also different thresholds for those categorized as Individuals and Group. The CCI may enquire into all combinations, even if taking place outside India, or between parties outside India, if such combination is Likely to have an appreciable adverse effect on competition in India. Effective June 1, 2011, all combinations have to be notified to the CCI within 30 days of the execution of any agreement or other document for any acquisition of assets, shares, voting rights or control of an enterprise under Section 5(a) and (b) of the Competition Act (including any binding document conveying an agreement or decision to acquire control, shares, voting rights or assets of an enterprise); or the board of directors of a company (or an equivalent authority in case of other entities) approving a proposal for a merger or amalgamation under Section 5(c) of the Competition Act. The obligation to notify a combination to the CCI falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a merger or amalgamation. Indian Contract Act, 1872 Indian Contract Act codifies the way we enter into a contract, execute a contract, implement provisions of a contract and effects of breach of a contract. The Act consists of limiting factors subject to which contract may be entered into, executed and breach enforced as amended from time to time. It determines the circumstances in which promise made by the parties to a contract shall be legally binding on them. Each contract creates some right and duties upon the contracting parties. Indian contract deals with the enforcement of these rights and duties upon the parties. The Indian Contract Act also lays down provisions of indemnity, guarantee, bailment and agency. Provisions relating to sale of goods and partnership which were originally in the act are now subject matter of separate enactments viz., the Sale of Goods Act and the Indian Partnership Act.

106

Standards of Weights and Measures Act, 1976 This Legislation and the rules made there under apply to any packaged commodity that is sold or distributed. It provides for standardization of packages in specified quantities or numbers, in which the manufacturer, packer or distributor shall sell, distribute or deliver some specified commodity to avoid undue proliferation of weights, measures or number in which such commodities may be packed. The Act regulates interstate trade and commerce in weights and measures and commodities sold, distributed or supplied by weights or measures, pre-packed commodities sold or intended to be sold in the course of inter-state and commerce, inspection of weighing and measuring instruments during their use to prevent fraudulent practices. It also empowers the inspectors appointed under the provision of this Act to search, seize and forfeit non-standard weight or measure and to file case in the court for prosecution. Any person intending to pre-pack or import any commodity for sale, distribution or delivery has to make an application to the Director of Legal Metrology for registration. LAWS AND REGULATIONS REGULATING FOREIGN TRADE AND INVESTMENT FEMA Regulations As laid down by the FEMA Regulations, no prior consents and approvals are required from the Reserve Bank of India, for Foreign Direct Investment under the automatic route within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 ("FEMA Regulations") to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India. Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the rules, regulations and notifications there under, and the policy prescribed by the Department of Industrial Policy and Promotion, Ministry of Commerce & Industry, Government of India. Foreign Trade (Development and Regulation) Act, 1992 This statute seeks to increase foreign trade by regulating the imports and exports to and from India. This legislation read with the Indian Foreign Trade Policy provides that no export or import can be made by a person or company without an importer exporter code number unless such person or company is specifically exempt. An application for an importer exporter code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce. An importer-exporter code number allotted to an applicant is valid for all its branches, divisions, units and factories. ENVIRONMENTAL LAWS The business of the Company is subject to various environment laws and regulations. The applicability of these laws and regulations varies from operation to operation and is also dependent on the jurisdiction in which the Company operates. Compliance with relevant environmental laws is the responsibility of the occupier or operator of the facilities. The operations of the Company require various environmental and other permits covering, among other things, water use and discharges, stream diversions, solid waste disposal and air and other emissions. Major environmental laws applicable to the business operations include: Environment (Protection) Act, 1986 The Environment (Protection) Act, 1986 was enacted as a general legislation to safeguard the environment from all sources of pollution and prevention of hazards to human beings, other living creatures, plants and property to enable creation of an authority with powers for environmental protection, regulation of discharge of environmental pollutants etc. The purpose of the Act is to act as an "umbrella" legislation designed to provide a frame work for Central government co-ordination of the activities of various central and state authorities established under previous laws, such as Water Act & Air Act. It includes water, air and land and the inter-relationships which exist among water, air and land, and human beings and other living creatures, plants, micro-organisms and property. The Water (Prevention and Control of Pollution) Act, 1974 ("Water Act")

107

The Water Act was enacted in 1974 in order to provide for the prevention and control of water pollution by factories and manufacturing industries and for maintaining or restoring the wholesomeness of water. Pollution means such contamination of water or such alteration of the physical, chemical or biological properties of water or such discharge of any sewage or trade effluent or of any other liquid, gaseous or solid substance into water (whether directly or indirectly) as may, or is likely to , create a nuisance or render such water harmful or injurious to public health or safety, or to domestic, commercial, industrial, agricultural or other legitimate uses, or to the life and health of animals or plants or of aquatic organisms. In respect to an Industrial Undertaking it applies to the (i) Occupier (the owner and management of the undertaking) (ii) outlet (iii) Pollution and (iv)Trade effluents. The Act requires that approvals be obtained from the corresponding pollution control Boards in the state The Air (Prevention and Control of Pollution) Act, 1981 The Air (Prevention and Control of Pollution) Act, 1981 has been enacted to provide for the prevention, control and abatement of air pollution. Air Pollution means the presence in the atmosphere of any air pollutant, which means any solid, liquid or gaseous substance (including noise) present in the atmosphere in such concentration as may be or tend to be injurious to human beings or other living creatures or plants or property or environment. The statute was enacted with a view to protect the environment and surroundings from any adverse effects of the pollutants that may emanate from any factory or manufacturing operation or activity. It lays down the Limits with regard to emissions and pollutants that are a direct result of any operation or activity. Periodic checks on the factories are mandated in the form of yearly approvals and consents from the corresponding Pollution Control Boards in the state. The Hazardous wastes (Management and Handling) Rules, 1989 The Hazardous Wastes (Management, Handling and Tran boundary Movement) Rules, 2008, as amended (the "Hazardous Wastes Rules"), which superseded the Hazardous Wastes (Management and Handling) Rules, 1989, state that the occupier will be responsible for safe and environmentally sound handling of hazardous wastes generated in his establishment. The hazardous wastes generated in the establishment of the occupier should be sent or sold to a recycler or re-processor or re-user registered or authorized under the Hazardous Wastes Rules or should be disposed of in an authorized disposal facility. The MOEF has been empowered to deal with the trans-boundary movement of hazardous wastes and to grant permission for transit of hazardous wastes through any part of India. No import of hazardous waste is permitted in India. The State Government, occupier, operator of a facility or any association of the occupier will be individually or jointly or severally responsible for, and identify sites for, establishing the facility for treatment, storage and disposal of hazardous wastes for the State. The Noise Pollution (Regulation & Control) Rules 2000 (Noise Regulation Rules) The Noise Regulation Rules regulate noise levels in industrial (75 decibels), commercial (65 decibels) and residential zones (55 decibels). The Noise Regulation Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals, etc. The rules also assign regulatory authority for these standards to the local district courts. Penalty for non-compliance with the Noise Regulation Rules shall be under the provisions of the Environment (Protection) Act, 1986. LABOUR LAWS Industrial Employment (Standing Orders) Act, 1946 The Industrial Employment (standing orders) Act requires employers in industrial establishments to formally define conditions of employment under them. It applies to every industrial establishment wherein 100 (reduced to 50 by the Central Government in respect of the establishments for which it is the Appropriate Government) or more workmen are employed. The Act calls for the submission of such conditions of work to the relevant authorities for their approval. The Equal Remuneration Act, 1976 ("Equal Remuneration Act") and Equal Remuneration Rules, 1976 The Constitution of India provides for equal pay for equal work for both men and women. To give effect to this provision, the Equal Remuneration Act, 1976 was implemented. The Act provides for payment of equal wages for equal work of equal nature to male or female workers and for not making discrimination against female employees in the matters of transfers, training and promotion etc.

108

The Maternity Benefit Act, 1961 ("Maternity Act") The purpose of Maternity Act 1961 is to regulate the employment of pregnant women and to ensure that they get paid leave for a specified period during and after their pregnancy. It provides inter-alia for payment of maternity benefits, medical bonus and enacts prohibition on dismissal, reduction of wages paid to pregnant women etc. It applies in the first instance, to every establishment being a factory, mine or plantation [including any such establishment belonging to Government and to every establishment wherein persons are employed for the exhibition of equestrian, acrobatic and other performances] Child Labour (Prohibition and Regulation) Act, 1986 This statute prohibits employment of children below 14 years of age in certain occupations and processes and provides for regulation of employment of children in all other occupations and processes. Under this Act the employment of child labour in the building and construction industry is prohibited. The Building & Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 The Building & Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 applies to every establishment which employs, or had employed on any day of the preceding twelve months, ten or more building workers in any building or other construction work. According to section 7 of The Regulation of Employment and Conditions of Services Act, 1996, the employer is required to obtain a certificate of registration of the establishment from the Registering officer within a period of sixty days from the date when the provisions of the act become applicable to an establishment. Laws relating to Intellectual Property In India, trademarks enjoy protection both statutory and under common law. The Trademarks Act, 1999, as amended (Trademarks Act), the Copyright Act, 1957, as amended ( Copyrights Act), The Patents Act, 1970, as amended (Patents Act), and the Designs Act, 2000, as amended ( Designs Act), amongst others govern the law in relation to intellectual property, including brand names, trade names and service marks, layout and research works. Trademarks Act The Trade Marks Act provides for the application and registration of trademarks in India. The purpose of the Trade Marks Act is to grant exclusive rights to marks such as a brand, label and heading and to obtain relief in case of infringement for commercial purposes as a trade description. The registration of a trademark is valid for a period of 10 years, and can be renewed in accordance with the specified procedure. Application for trademark registry has to be made to Controller-General of Patents, Designs and Trade Marks who is the Registrar of Trademarks for the purposes of the Trade Marks Act. The Trade Marks Act prohibits any registration of deceptively similar trademarks or chemical compound among others. It also provides for penalties for infringement, falsifying and falsely applying trademarks. Copyrights Act The Copyrights Act governs copyright protection in India. Under the Copyright Act, copyright may subsist in original literary, dramatic, musical or artistic works, cinematograph films, and sound recordings. Following the issuance of the International Copyright Order, 1999, subject to certain exceptions, the provisions of the Copyright Act apply to nationals of all member states of the World Trade Organization. While copyright registration is not a prerequisite for acquiring or enforcing a copyright, registration creates a presumption favoring ownership of the copyright by the registered owner. Copyright registration may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Once registered, the copyright protection of a work lasts for 60 years. The remedies available in the event of infringement of a copyright under the Copyright Act include civil proceedings for damages, account of profits, injunction and the delivery of the infringing copies to the copyright owner. The Copyright Act also provides for criminal remedies, including imprisonment of the accused, imposition of fines and seizure of infringing copies. Patents Act

109

The purpose of a patent act in India is to protect inventions. Patents provide the exclusive rights for the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent registration confers on the patentee the exclusive right to use, manufacture and sell his invention for the term of the patent. An application for a patent can be made by (a) person claiming to be the true and first inventor of the invention; (b) person being the assignee of the person claiming to be the true and first inventor in respect of the right to make such an application; and (c) legal representative of any deceased person who immediately before his death was entitled to make such an application. Penalty for the contravention of the provisions of the Patents Act include imposition of fines or imprisonment or both. Designs Act The objective of design law it to promote and protect the design element of industrial production. It is also intended to promote innovative activity in the field of industries. The Controller General of Patents, Designs and Trade Marks appointed under the Trademarks Act shall be the Controller of Designs for the purposes of the Designs Act. When a design is registered, the proprietor of the design has copyright in the design during ten years from the date of registration. The Shops and Establishments Legislations Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the workers employed in shops and establishments including commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. Our Companys offices have to be registered und er the shops and establishments laws of the state where they are located. TAX LAWS Income Tax Act, 1961 The Income Tax Act, 1961 deals with the taxation of individuals, corporate, partnership firms and others. As per the provisions of this Act the rates at which they are required to pay tax is calculated on the income declared by them or assessed by the authorities, after availing the deductions and concessions accorded under the Act. The maintenance of Books of Accounts and relevant supporting documents and registers are mandatory under the Act. Filing of returns of Income is compulsory for all assesses. The maintenance of Books of Accounts and relevant supporting documents and registers are mandatory under the Act. Value Added Tax (VAT) VAT is a system of multi-point levy on each of the purchases in the supply chain with the facility of set-off input tax on sales whereby tax is paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. VAT is based on the value addition of goods, and the related VAT liability of the dealer is calculated by deducting input tax credit for tax collected on the sales during a particular period. VAT is a consumption tax applicable to all commercial activities involving the production and distribution of goods and the provisions of services, and each state that has introduced VAT has its own VAT Act, under which, persons liable to pay VAT must register and obtain a registration number from Sales Tax Officer of the respective State. Service Tax Act Service tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, (as amended from time to time) which requires a service provider of taxable services to collect service tax from a service recipient and pay such tax to the Government. In accordance with Rule 6 of Service tax Rules the assesses is required to pay Service tax in TR 6 challan by fifth of the month immediately following the month to which it relates. Further under Rule 7(1) of Service Tax Rules, the company is required to file a half yearly return in Form ST 3 by twenty fifth of the month immediately following the half year to which the return relates. Central Excise Act, 1944 and Excise Regulations

110

The Central Excise Act, 1944 seeks to impose an excise duty on excisable goods which are produced or manufactured in India. Excise duty is levied on production of goods but the Liability of excise duty arises only on removal of goods from the place of storage, i.e., factory or warehouse. Unless specifically exempted, excise duty is levied even if the duty was paid on the raw material used in production. The rate at which such a duty is imposed is contained in the Central Excise Tariff Act, 1985. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Central Sales Tax Act, 1956 In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required to furnish a return in Form I (Monthly/ Quarterly/ Annually) as required by the State Sales Tax laws of the assessee authority together with treasury challan or bank receipt in token of the payment of taxes due. Customs Act, 1962 The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside India. Any Company requiring to import or export any goods is first required to get itself registered and obtain an IEC (Importer Exporter Code). Our Company has obtained an IEC. Customs Regulations All imports into India are subject to duties under the Customs Act, 1962 at the rates specified under the Customs Tariff Act, 1975. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Shops & Commercial Establishments Acts of the respective States in which Our Company has an established place of business/ office ("Shops Act") The Shops Act provides for the regulation of conditions of work in shops, commercial establishments, restaurants, theatres and other establishments. The Act is enforced by the Chief Inspector of Shops (CIS) and various inspectors under the supervision and control of Deputy/Assistant Labour Commissioners of the concerned District, who in turn functions under the supervision of Labour Commissioner. OTHERS Motor Vehicles Act, 1988 and Central Motor Vehicle Rules, 1989 The purpose of Motor Vehicles Act, 1988 is to regulate the activities associated with the driving licences, vehicle registration, vehicles safety etc. The Central Motor Vehicle Rules, 1989 framed under the above Act also prescribe various road safety measures. The Motor Vehicles Act, 1988 and the Central Motor Vehicle Rules, 1989 (Chapter- II) prescribes stringent procedure for grant of Driving Licences. Changes in the said Act and related rules have a bearing on the business of the Company The Transfer of Property Act, 1882 The Transfer of Property Act, 1882 (the TP Act ) establishes the general principles relating to the transfer of property in India. It forms a basis for identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. It also provides for the rights and liabilities of the vendor and purchaser in a transaction for the sale of land. Registration Act, 1908 The Registration Act, 1908 (the Registration Act) details the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, inter alia, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in the present or in future, any right, title or interest, whether vested or contingent, in immovable property of the value of ` 100 or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. The Registration Act also stipulates the time for registration, the place for registration and the persons who may present documents for registration. Any document which is required to be compulsorily registered but is not registered will not affect the subject property, nor be

111

received as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance of a contract under the TP Act or as evidence of any collateral transaction not required to be effected by registered instrument), unless it has been registered. Indian Stamp Act, 1899 Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any right, title or interest in immoveable property. The Indian Stamp Act, 1899 (the Stamp Act) provides for the imposition of stamp duty at the specified rates on instruments listed in Schedule I of the Stamp Act. However, under the Constitution of India, the states are also empowered to prescribe or alter the stamp duty payable on such documents executed within the state. Instruments chargeable to duty under the Stamp Act but which have not been duly stamped, are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments by certain specified authorities and bodies and imposition of penalties, for instruments which are not sufficiently stamped or not stamped at all. Instruments which have not been properly stamped instruments can be validated by paying a penalty of up to 10 times of the total duty payable on such instruments. Indian Easements Act, 1882 The law relating to easements and licenses in property is governed by the Easements Act, 1882 (the Easements Act). The right of easement has been defined under the Easements Act to mean a right which the owner or occupier of any land possesses over the land of another for beneficial enjoyment of his land. Such right may allow the owner of the land to do and continue to do something or to prevent and continue to prevent something being done, in or upon any parcel of land which is not his own. Easementary rights may be acquired or created by (a) an express grant; or (b) a grant or reservation implied from a certain transfer of property; or (c) by prescription, on account of long use, for a period of twenty years without interruption; or (d) local custom. Negotiable Instruments Act, 1881 In India, cheques are governed by the Negotiable Instruments Act, 1881, which is largely a codification of the English Law on the subject. The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their account or any stringent provision to punish them in the event of such cheque not being honoured by their bankers and returned unpaid. Section 138 of the Act, creates statutory offence in the matter of dishonour of cheques on the ground of insufficiency of funds in the account maintained by a person with the banker which is punishable with imprisonment for a term which may extend to two year, or with fine which may extend to twice the amount of the cheque, or with both.

112

HISTORY AND CERTAIN CORPORATE MATTERS Our History and Corporate Profile Our Company was incorporated as Newal Chand Mohan Lal Jain Private Limited on September 26, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to NCML Exim Private Limited vide a fresh certificate of incorporation dated April 19, 2007 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently the name of our Company was changed to NCML Industries Private Limited and a fresh certificate of incorporation dated October 28, 2010 was issued. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to NCML Industries Limited and a fresh certificate of incorporation dated December 16, 2010 was issued by the Registrar of Companies. NCML Industries Limited is one of the flagship Company of NCML group. The business activities were started way back in 1960s by trading of edible oils, vanaspati ghee and packing thereof under the proprietorship of Shri Newal Chand Jain. Mr. Mohanlal Jain joined the said business of his father and ran the business as proprietorship till 1996. During the period Mr. Rajnish Jain and Mr. Manish Jain, sons of Mr. Mohanlal Jain started a partnership firm under the name and style of M/s Newal Chand Mohan Lal & Co. for trading of edible oil, vanaspati ghee, and allied commodities and commission thereof. To give the business a corporate shape and to accomplish the thought, M/s Newal Chand Mohan Lal Jain Private Limi ted was duly incorporated on September 26, 1996 to takeover the aforesaid proprietorship firm. Since then, Mr. Rajnish Jain is associated as Managing Director of the Company. In the FY 1999-00, first brand MAANIK was launched by our group company Newal Chand Mohan Lal & Co. (Partnership Firm) for refined vegetable oil. Till 2003-04, Our Company was mainly engaged in trading of Palm oil, Soya bean oil, Mustard oil, etc which was purely procured from domestic market. Our Company started importing the Vansaspati Oil in the FY 2003-04. In a very short span of time, our Company started importing the crude edible oil from Malaysia, Indonesia, Thailand and Bangkok. Our Promoter Company N. M. Agro Private Limited registered its brand namely SHAN for edible oil, edible fats and preserves and MOTI for refined Mustard Oil in respect of transport, packing, and storage of goods. Till, February 2012 a part of our retail distribution was carried out by our promoter company under the aforesaid brands. After establishing the strong foothold in the trading and imports and with the in-depth understanding of domestic and foreign oil market, Our Company started setting up its own Refinery Unit with an installed capacity of 350 TPD at Khasra No. 512-513-514, Village Chijjarsi, Pilakhua District Hapur U.P. and the same got operational during the last quarter of FY 2011-12. Due to commencement of commercial operations of the Refinery Unit, the brands are used by refinery and also our Company has improved the numbers of branded sales which are as follows: MAANIK MAANIK Gold SHAN MOTI PEARL : : : : : Refined Soya-bean & Refined Cottonseed Refined Soya-bean (Premium Quality) Refined Palm Oil Mustard Pakki Dhani Mustard Kacchi Dhani

Changes in Registered Office There is no change in the registered office of the Company since the date of its Incorporation. The registered office of the company is situated at 1818, Naya Bazar, Delhi- 110006. Amendments to the Memorandum of Association Since the date of Incorporation, the following changes have been made to the Memorandum of Association: Date of Shareholders Resolution August 8, 2001 Reason of Amendment The authorized shares capital of ` 5,00,000 divided into 50,000, equity shares of ` 10 each was increased to ` 45,00,000 divided into 4,50,000 equity shares of ` 10 each.

113

April 16, 2007 November 21, 2008

December 30, 2009

The name of Company was changed to NCML Exim Private Limited from Newal Chand Mohan Lal Jain Private Limited. The authorized shares capital of ` 45,00,000 divided into 4,50,000, equity shares of ` 10 each was increased to ` 1,00,00,000 divided into 10,00,000 equity shares of ` 10 each. The authorized shares capital of ` 1,00,00,000 divided into 10,00,000, equity shares of ` 10 each was increased to ` 2,00,00,000 divided into 20,00,000 equity shares of ` 10 each. The authorized shares capital of ` 2,00,00,000 divided into 20,00,000, equity shares of ` 10 each was increased to ` 20,00,00,000 divided into 2,00,00,000 equity shares of ` 10 each. The name of Company was changed to NCML Industries Private Limited from NCML Exim Private Limited. Change in Object Clause by adding two new objects for refining unit and power generation business. Company was converted from Private Limited to Public Limited The authorized shares capital of ` 20,00,00,000 divided into 2,00,00,000, equity shares of ` 10 each was increased to ` 23,00,00,000 divided into 2,30,00,000 equity shares of ` 10 each. Change in Object Clause by adding a new object for membership of any Stock Exchange (including OTCEI, NSE, BSE) or any commodity exchange in India or abroad The authorized shares capital of ` 23,00,00,000 divided into 2,30,00,000, equity shares of ` 10 each was increased to ` 23,55,00,000 divided into 2,35,50,000 equity shares of ` 10 each.

September 3, 2010 October 6, 2010 October 28, 2010 November 2, 2010 February 9, 2011

June 9, 2011

September 28, 2012

Major Events Event Financial Year The Company finally initiated direct imports of Oil & Food items from different countries namely Malaysia, Indonesia, Thailand, and Bangkok NCML entered the renewable energy sector by installing its first windmill with a capacity of 600 KW at V.Kallipalayam Village, Tirupur Taluka,Coimbatore District, Tamil Nadu during the FY 2007-08. With the successful commissioning of its first venture, NCML installed its second windmill with the capacity of 2.00 MW at Devarkulam Village, Sankarankoil Taluk, Tirunelveli District, Tamil Nadu Awarded as the Fastest Growing Oil Trading Company in 48th All India Convention on Kharif Oilseeds, Oils, Trade & Industry. Accorded ISO Certification by the International Accredition Forum bearing Certificate No. QS/ISO90/2459 Increased the total wind energy capacity to 5.6 MW with the installation of another 3.00 MW windmill at Kattarankulam Village, Tirunelveli Taluk, Tirunelveli District, Tamil Nadu. Increased the total wind energy capacity to 6.6 MW with the installation of another 1.00 MW windmill at Panikkarkulam Village, Kovilpatti Taluk, Tuticorin District, Tamil Nadu Setting up of oil refinery of 350 TPD capacity at Khasra No- 512,13,14, Village Chhajarsi, Pilakhua ,District Panchsheel Nagar ,Uttar Pradesh.

2003-2004

2007-2008

2009-2010

2010-2011 2010-2011 2010-2011

2011-2012

2011-2012

114

2012-2013

Managing Director, Mr. Rajnish Jain won the award for the "Youngest Entrepreneur of North India by the Central Organization for Oil Industry and Trade.

Subsidiaries/Holdings of the company Our Company does not have any subsidiary company and company is not a holding company, as on date of filing of the Draft Red Herring Prospectus Injunction and restraining order Our company is not under any injunction or restraining order , as on date of filing of the Draft Red Herring Prospectus. The Technology, Marketing & Distributaion Arrangement and Capacity built up For details of the same, kindly refer to pages 78, 82 and 84 of this Draft Red Herring Prospectus Material Agreements Acquisitions / Amalgamations / Mergers/ Revaluation of assets No acquisitions / amalgamations / mergers or re revaluation of assets have been done by the company. Total number of Shareholders of Our Company As on the date of filing of this Draft Red Herring Prospectus, the total numbers of equity share holders are 20. For more details on the shareholding of the members, please see the section titled Capital Structure at page 42. Main Objects of our Company The main objects contained in the Memorandum of Association of our Company are as follows: 1. To take over the running business with its assets and liabilities of the firm NEWAL CHAND MOHAN LAL JAIN having its office at 1818, Naya Bazar, Delhi. The said firm shall cease to exist after its takeover by the Company upon its incorporation. To purchases, sell, import, export, process and otherwise sell on commission basis raw materials and finished products of edible and non-edible oils, solvents, oil cakes, de-oiled cakes etc., consumables and non consumables products. To set up and establish modern oil refinery and to carry on the business of refilling of edible and non-edible oil and allied manufacture and do lawfully everything necessary and expedient in connection therewith. To carry on the business of developing, maintaining and operating the projects for generating or generation and distribution of electricity or any other form of power of energy. To carry on the business of generators, procurers, suppliers, distributors, converters, processor, importers, exporters and dealers in electricity including without limitation thermal, solar, hydro, wind and any other form of energy that may be permitted by official policy, any product or by-product derived from any such business. To apply for and /or acquire membership of any Stock Exchange (including OTCEI, NSE, BSE) or any commodity exchange in India or abroad and to become the client of the members of such exchanges and to undertake trading in shares, stocks, options, futures, forex futures, commodities, derivatives etc. and to undertake all such other activities as permitted by the respective Exchange.

2.

3.

4.

5.

Shareholders Agreements Our Company has not entered into any shareholders agreement as on the date of filing this Draft Red Herring Prospectus.

115

Guarantees As on the date of filling the Draft Red Herring Prospectus, the company has given corporate guarantee in favour of N M Industries Private Limited amounting to ` 2000 lacs to ICICI bank and ` 6500 lacs to Oriental Bank of Commerce. Other Agreements Except as stated elsewhere in this Draft Prospectus and except various agreements/contracts, which have been entered in regular course of business with our suppliers, customers and lenders, there are no other material agreements or contracts. Strategic Partners Our Company has not entered into any strategic partners as on the date of filing this Draft Red Herring Prospectus. Financial Partners Our Company has not entered into any financial partnerships with any entity as on the date of filing of this Draft Red Herring Prospectus.

116

OUR MANAGEMENT Board of Director Under our Articles of Association, our Company is required to have not less than three (3) directors and not more than twelve (12) directors. The appointment of the Directors exceeding 12 will be subject to the provisions of Section 259 of the Companies Act, 1956. Our Company currently has four (4) directors on Board of which Two (2) are Executive Directors and Two (2) are Independent directors, namely: 1. Mr. Rajnish Jain Chairman cum Managing Director 2. Mr. Manish Jain Executive Director 3. Mr. Sanjay Tickoo- Independent Director 4. Mr. Dinesh Kalra - Independent Director The Following table sets forth details regarding the Board of Directors as of the date of this Draft Red Herring Prospectus:Sr. No. Name, Age, Fathers Name, Occupation, DIN, Designation and Nationality Mr. Rajnish Jain Age 47 Years S/o Mr. Mohan Lal Jain Occupation: Business DIN : 00256414 Designation: Chairman Cum Managing Director Nationality: Indian Mr. Manish Jain Age: 45 Years S/o Mr. Mohan Lal Jain Occupation: Business DIN: 00256375 Designation: Executive & Non Independent Nationality: Indian Mr. Sanjay Tickoo Age: 37 years S/o : Mr. Prem Nath Tickoo Occupation: Business DIN: 03419068 Designation: Non Executive & Independent Nationality: Indian Address Date of Appointment and Term Qualification & No. of Years of Experience B.Com and LL.b having experience of more than 24 years Other Directorships

R-4/13, Raj Nagar, Ghaziabad201002, Uttar Pradesh

September 26, 1996 Term: 5 years w.e.f November 2 , 2010

1. N M Industries Private Limited 2 .N M Agro Private Limited 3. Onaxe Builders and Promoters Private Limited

R-4/13, Raj Nagar, Ghaziabad201002, Uttar Pradesh

April 5, 2006 Term: 5 years w.e.f April 1, 2008

Post Diploma in Business Administration and having experience of more than 20 years B.S.C., M.B.A., M. Tech, PHD in Plant Science and having experience of more than 9 years

1 N M Industries Private Limited 2 .N M Agro Private Limited 3. Onaxe Builders and Promoters Private Limited --

C-203, Plot No.18, Sector5, Dwarka 110075, New Delhi

August 2012

1,

Term : Liable to retire by rotation

117

Mr. Dinesh Kalra Age: 32 Yrs S/o Mr. Om Prakash Kalra Occupation :Business DIN : 03321584 Designation: Non Executive & Independent Nationality: Indian

Room No. 10, Boys Hostel, IITTM, Govindpuri, Gwalior 474011, Madhya Pradesh

August 2012

1,

Term: Liable to retire by Rotation

B.Com., Post Graduate Diploma in Business Management, Master of Studies (Education Management) and having work experience of 8 years

--

As on the date of the Draft Red Herring Prospectus: A. B. None of the above mentioned Directors are on the RBI List of willful defaulters. None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority. None of our Directors are/were directors of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years. None of the Directors is or was a director of any listed company which has been or was delisted from any stock exchange during the term of their directorship in such company.

C.

D.

E.

Relationship between the Directors Mr. Rajnish Jain is elder brother of Mr. Manish Jain. Other than this, there is no relationship, in terms of the Companies Act, 1956, between any of the directors of the company. Arrangement and understanding with major shareholders, customers, suppliers and others There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above mentioned Directors was selected as director or member of senior management. Service Contracts None of our directors have entered into any service contracts with our company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. Borrowing Powers of Board of Directors The Board of Directors of our Company has power to borrow up to ` 1000 Crores as per members resolution passed at the Extra Ordinary General meeting of our Company held on July 9, 2011. The extract of the resolution passed by the company authorizing the Board borrowing powers is given herein below:RESOLVED THAT in pursuant to clause (d) of sub-section (1) of section 293 of the Companies Act 1956, the consent be and is hereby accorded to the Board of Directors to borrow for and on behalf of the Company, from time to time, any sum or sums of moneys, notwithstanding that the moneys to be borrowed together with the money already borrowed by the Company (apart from tempo rary loans obtained from the Companys Banker in the ordinary course of Business) may exceed the aggregate of the paid up capital of the Company and its free reserves, provided that the total amount which may be so borrowed by the Board of Director and

118

outstanding at any time (apart from temporary loans obtained from the Companys Banker in the ordinary course of Business) shall not at any time exceed ` 1000 Crores (Rupees One Thousand Crores only). Brief Profiles of Our Directors 1. Mr. Rajnish Jain Mr. Rajnish Jain is he is elder son of Shri Mohan Lal Jain, promoter of the Company and is appointed as director of the Company since its Inception. He holds the Bachelor Degree in Commerce and Law. . He joined the business at the age of 21 and today he has the business acumen of 24 years. He has been appointed as managing Director of the company for a period of five years w.e.f November 2, 2010. Mr Rajnish Jain in the year 2012-13 won the award for the "Youngest Entrepreneur of North India by the Central Organization for Oil Industry and Trade. He is heading the Company as Chairman cum Managing Director and is taking care of International Business Transactions of the Company and is completely involved in every business critical decision. 2. Mr. Manish Jain Mr. Manish Jain is promoter of the Company since its Inception. He is a commerce graduate and a management professional In his current role, he takes care of the domestic Sales & Marketing and local procurement of goods. Since joining NCML almost 20 years ago, Mr. Manish Jain has been paramount in building NCMLs reputation by adding big firms and MNCs. In the year 199 9, he started N M Agro Private Limited for the purpose of packing edible oils under own registered brands such as Maanik, Moti and Shan. Today these brands enjoy household status in the states of U.P., Uttarakhand and Delhi. He is also handling the overall operations of the 350 TPD Refinery Unit. 3. Mr. Sanjay Tickoo Mr. Sanjay Tickoo is the Oil technologist with industry rich experience and his credentials carries PHD in Applied Sciences. He has handled many projects like study of efficient refining process with respect to Soya bean Oil, Coconut He has worked on various research projects with the Government and other organizations, apart from commissioning several oil refinery projects. His research papers and books on typical nature of oils and process up gradation into refining them have brought him great accolades over the years. 4. Mr. Dinesh Kalra He is HR Consultant by profession. He has vast experience in getting the best manpower in the fields of Hospitality, Insurance Industry and retail to name a few. He is an expert in handling the work force, supervision and providing training for enhancing various soft skills. Compensation and Benefits to the Chairman cum Managing Director and Executive Director are as follows: Mr. Rajnish Jain has been appointed as the Chairman-cum-Managing Director of the company with effect from November 2, 2010 for a period of five years. The remuneration payable to Mr. Rajnish Jain is as follows: Name Date of Appointment Period Salary Perquisites Mr. Rajnish Jain November 2, 2010 5 years ` 75,00,000 p. a from April 1, 2011 Medical Reimbursement i. Reimbursement of medical expenses as per Income Tax Act & Rules. ii. Health Insurance coverage for the Managing Director and his family not exceeding `15,000 p.a.

Club Fees

119

Fees of maximum two clubs excluding admission and life membership fees. Personal Accident Insurance The annual premium on the policy in a financial year shall not exceed ` 40,000 Annual Leave 30 days annual leave with pay for every completed service of eleven months Leave Travel Concession For self and family once a year in accordance with the rules of the company. Provident Fund and Superannuation Companys contribution to Provident Fund shall be as per Rules framed under the Companys relevant scheme. ii. Gratuity at the rate of half months salary for each completed year of service shall be payable according to the rules of the Company i.

Provision of Car As per the rules of the Company. Telephone As per the rules of the Company. The company shall reimburse actual entertainment and traveling expenses incurred by the managing director in connection with the companys business Commission To be determined by the Board from time to time in addition to salary and perquisites, based on net profits of the company in any particular year subject to the overall limit laid down in section 198 & 309 so as not to exceed 1% of the profit including salary & perquisites. In the event of inadequacy or absence of profits during the duration of the agreement, the Managing Director shall be entitled to remuneration as per the provisions of the Companies Act, 1956 The remuneration payable to Executive Director Mr. Manish Jain has been appointed as an Executive Director of the company in the board meeting dated March 5, 2008 The remuneration payable to Mr. Manish Jain is as under: Name Date of Appointment Period Salary Shri Manish Jain April 1, 2008 5 years ` 27 Lacs p.a 2008-11 ` 70.5 Lacs p.a from 2011-12 Medical Reimbursement i. Reimbursement of medical expenses as per Income Tax Act & Rules. Ii Health Insurance coverage for the Managing Director and his family not exceeding `15,000 p.a. Club Fees Fees of maximum two clubs excluding admission and life membership fees. Personal Accident Insurance The annual premium on the policy in a financial year shall not exceed ` 40,000

Perquisites

120

Annual Leave 30 days annual leave with pay for every completed service of eleven months Leave Travel Concession For self and family once a year in accordance with the rules of the company. Provident Fund and Superannuation i. ii. Companys contribution to Provident Fund shall be as per Rules frame d under the Companys relevant scheme. Gratuity at the rate of half months salary for each completed year of service shall be payable according to the rules of the Company

Provision of Car As per the rules of the Company. Telephone As per the rules of the Company. The company shall reimburse actual entertainment and traveling expenses incurred by the Executive director in connection with the companys business Commission To be determined by the Board from time to time in addition to salary and perquisites, based on net profits of the company in any particular year subject to the overall limit laid down in section 198 & 309 so as not to exceed 1% of the profit including salary & perquisites. Details of compensation paid and benefits in kind granted during the last financial year i.e. 20112012 to the Executive Directors: Name of Directors Mr. Rajnish Jain Mr. Manish Jain Mr. Mohan Lal Jain Ms. Suman Jain Sitting fees payable to Non Executive Directors. Till date we have not paid any sitting fees to our Directors. Policy on Disclosures and Internal Procedure for Prevention of Insider Trading The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchanges . Mr. Rakesh Kumar Bajaj, Company Secretary & Compliance Officer is responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the code of conduct under the overall supervision of the Board. Shareholding of Directors The shareholding of the Directors as of the date of this Draft Red Herring Prospectus is set forth below: Sr. No. Name of Directors No. Equity Shares held Category/ Status Total Remuneration (` in lakhs) 75,00,000 70,50,000 18,00,000 60,000

121

1 2 3 4

Mr. Rajnish Jain Mr. Manish Jain Mr. Sanjay Tickoo Mr. Dinesh Kalra

30600 648000 Nil Nil

Executive and Non Independent Executive and Non Independent Non Executive and Independent Non Executive and Independent

Interest of Directors Mr. Rajnish Jain, the Managing Director and Mr. Manish Jain, Executive Director are also promoters of the Company. All the non executive directors of the company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or Committee thereof as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws. The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by the offerer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations. Executive Directors are interested to the extent of remuneration paid to them for services rendered to the company. Except as stated under Related Party Transaction-Annexure XVI of section Financial Information of our company on page no. 160 of this Draft Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which our directors are interested directly or indirectly. Changes in the Board of Directors during the Last Three Years Name Mr. Rajnish Jain Date of Appointment Date of change in Designation 2 November, 2010 nd

Date of Cessation

Reason for the changes in the board Appointed Director as Managing

Mr. Sanjay Tickoo

August 1, 2012

Appointed as an Additional (Independent) Director Appointed as an Additional (Independent) Director Appointed as (Independent). Appointed as (Independent). 29, Retired due problems a Director

Mr. Dinesh Kalra

August 1, 2012

Mr. Sanjay Tickoo

September 2012 September 2012 -

29,

Mr. Dinesh Kalra

29,

Director

Mr. Mohan Lal Jain

September 2012 September

to

health

Ms. Suman Jain

29,

Retired due to some personal

122

2012

issues

Corporate Governance The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance will be applicable to us immediately upon the listing of the Equity Shares with the Stock Exchanges. Our Company believes that it is in compliance with the requirements of the applicable regulations, including the Listing Agreement with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance including constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Boards supervisory role from the executive management team and constitution of the Board Committees, as required under law. Our Company has a Board of Directors constituted in compliance with the Companies Act and the Listing Agreement with the Stock Exchanges and in accordance with best practices in corporate governance. The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational areas. The executive management provides the Board of Directors detailed reports on its performance periodically. Composition of Board of Directors Currently the Board has Four Directors, of which the Chairman of the Board is a Executive Director. In compliance with the requirements of Clause 49 of the Listing Agreement, our Company has two executive Directors and two independent and non-executive Directors, on the Board. Composition of Board of Directors is set forth in the below mentioned table: Sr. No 1. Board of Designations Status Directors Mr. Rajnish Jain Chairman cum Non-Independent and Executive Director Managing Director Mr. Manish Jain Executive Director Non-Independent and Executive Director Independent and Non- Executive Director Independent and Non- Executive Director DIN 00256414

2. 3. 4.

00256375 03419068 03321584

Mr. Sanjay Tickoo Director Mr. Dinesh Kalra Director

Constitutions of Committees In terms of Clause 49 of Listing Agreement, our company has already appointed Independent Directors and constituted the following Committees of the Board: 1. Audit Committee. 2. Share Holders/ Investors Grievance Committee. 1. Audit Committee:

The members of the Audit Committee are as follows: Name of the Directors Designation Mr. Sanjay Tickoo Mr. Dinesh Kalra Mr. Manish Jain Chairman Member Member

Nature of Directorship Independent Director Independent Director Non-Independent Director

Our Company Secretary, Mr. Rakesh Kumar Bajaj will act as the secretary of the Committee.

123

Our Company has constituted an Audit Committee, in order to comply provision of Section 292A of The Companies Act, 1956, at a meeting of the Board of Directors held on October 31, 2010. The said Audit Committee was reconstituted on August 1, 2012 by inducting Independent directors as committee members. The terms of reference of Audit Committee comply with the requirements of Clause 49 of the Listing Agreement, which will be entered into with the Stock Exchanges in due course. Terms of Reference Role of Audit Committee The role of audit committee shall include the following: 1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (2AA) of section 217 of the Companies Act, 1956 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions

g. Qualifications in the draft audit report. 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; 5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems; 7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 8. Discussion with internal auditors any significant findings and follow up there on; 9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

124

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors; 12. To review the functioning of the Whistle Blower mechanism, in case the same is existing; 12A. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; 13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Review of information by Audit Committee The audit committee shall mandatorily review the following information: 1. 2. Management discussion and analysis of financial condition and results of operations; Statement of significant related party transactions (as defined by the audit committee), submitted by management; 3. 4. 5. Management letters / letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; and The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee. Powers of the Audit Committee: The audit committee shall have the powers, which should include the following: 1. 2. 3. 4. 2. To investigate any activity within its terms of reference; To seek information from any employees; To obtain outside legal or other professional advice; and To secure attendance of outsiders with relevant expertise, if it considers necessary. Shareholders/ Investors Grievances Committee

The members of the Shareholders/ Investors Grievances Committee are as follows: Name of the Director Designation Nature of Directorship Mr. Manish Jain Mr. Sanjay Tickoo Mr. Dinesh Kalra Chairman Member Member Non-Independent Director Independent Director Independent Director

Our Company Secretary, Mr. Rakesh Kumar Bajaj will act as the secretary of the Committee. Our company has constituted Shareholders/Investors grievance committee in the meeting of our Board of directors held on October 23, 2012. This committee will address all grievances of Shareholders/Investors in compliance of the provisions of clause 49 of the Listing agreements with the Stock Exchanges. Terms of Reference To allot the Equity Shares of the Company, and to supervise and ensure: Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares;

125

Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt of declared dividends etc., Issue duplicate/split/consolidated share certificates; Allotment and listing of shares; Review of cases for refusal of transfer / transmission of shares and debentures; Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

Such other matters as may from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

Management Organization Structure

Board of Directors

Chairman cum Managing Director

(Mr. Rajnish Jain)

Executive Director
(Mr. Manish Jain)

General Manager (Accounts &

Commercials) (Mr. Abhishek Bajpai)

Company Secretary and Compliance Officer

(Mr. Rakesh Kumar Bajaj)

Vice President (Factory) (Mr. Hemant Krishna)

General Manager (Production & Operations) (Mr. Pradeep Kumar Rastogi)

Our Key Management Personnel The Key Managerial Personnel of our Company other than our Executive Director are as follows:-

126

Name, Age, Designation and Date of Joining

Qualification

Previous Employment

Overall Experience

Mr. Pradeep Kumar Rastogi Age: 48 Years Designation : General Manager (Production & Operations) DOJ : April 1, 2011 Mr. Hemant Krishna Age: 45 years Designation : Vice President (Factory) DOJ: September 5, 2011 Mr. Abhishek Bajpai Age: 35 Years Designation: General Manager (Accounts & Commercials) DOJ : September 24, 2012 Mr. Rakesh Kumar Bajaj Age : 38 years

B.Sc. and M.Sc. (Physics)

Shree Krishna Vanaspati Industries Pvt. Ltd. Jaihind Projects Limited

26 Years

Remuneration paid In previous year (2011-12) (` in Lakhs) 7.20

B.Sc. and B.E. (Mechanical)

19 Years

6.87

B.Sc., L.LB. MBA and Pursuing C.A Final B.Com. L.L.B. ACS , and

Globus Industries and Services Limited Daikin Airconditioning India Pvt. Ltd.

12 Years

13 Years

1.60

Designation: Company Secretary and Compliance Officer DOJ: August 1, 2011 Notes: All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees. There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to which any of the above mentioned personnel have been recruited. None of our Key Managerial Personnel has been granted any benefits in kind from our Company, other than their remuneration. None of our Key Managerial Personnel has entered into any service contracts with our company and no benefits are granted upon their termination from employment other that statutory benefits provided by our Company.

Brief details of our key managerial personnel are set out below: 1. Mr. Pradeep Kumar Rastogi aged 48 years, is the General Manager (Production & Operations) of our Company. He is responsible for over all planning, management and target achievement related to production and operations of refinery unit of our Company. He possesses the Master Degree in Science (Physics) having 26 years of experience in the field of oil industry. Prior to joining our Company, he worked with Shree Krishna Vanaspati Industries Pvt. Ltd. Mr. Hemant Krishna aged 45 years, is Vice President (Factory) of our Company. He is overall responsible for general administrations, recruitment, monitoring MIS systems of various departments at our factory. He holds the Bachelor Degree in Science and Engineering (Mechanical). He is having more than 19 years of experience in the field of Project Planning of Oil & Gas Pipeline Industry at managerial level. Previously, he was associated with Jaihind Projects Limited. Mr. Abhishek Bajpai aged 35 years, is the General Manager (Accounts & Commercials) of our Company. He is responsible for accounting, costing and taxation related purpose of our Company. He possesses the Bachelor Degree in Science and Law and Master Degree in Business

2.

3.

127

Administration (Finance). He is having more than 12 years of experience in the field of accounting. Prior to joining our Company, he was associated with Globus Industries and Services Limited. 4. Mr. Rakesh Kumar Bajaj aged 38 years, is a company secretary and compliance officer of the company. He is overall responsible for secretarial and legal related matter of our Company. He holds the Bachelor degree in Commerce and Bachelor of laws is a member of the Institute of Company Secretaries of India. He is having more than 13 years of experience in various aspects of legal and finance. Prior to joining our Company, he was a company secretary in Daikin Airconditioning India Pvt. Ltd.

Relationship of Key Managerial Personnel None of the Key Management Personnel of our Company are related to each other. Shareholding of the Key Management Personnel None of the Key Management Personnel hold any Shares in our Company. Bonus or Profit sharing plan for the Key Management Personnel Our Company does not have any bonus or profit sharing plan for our Key Managerial personnel. Changes in the Key Management Personnel The following are the changes in the Key Management Personnel in the last three years preceding the date of filing this Draft Red Herring Prospectus, otherwise than by way of retirement in due course. Name Designation Date of Appointment April 1, 2011 Date of Cessation -Reason of changes Appointment

Mr. Pradeep Rastogi

Mr. Rakesh Kumar Bajaj Mr. Hemant Krishna Mr. Abhishek Bajpai

General Manager (Production & Operations) Company Secretary Vice President (Factory) General Manager (Accounts & Commercials)

August 1, 2011 September 5, 2011 September 2012 24,

----

Appointment Appointment Appointment

Employee Stock Option Scheme As on the date of filing of Draft Red Herring Prospectus, company does not have any ESOP Scheme for its employees. Relation of the Key Managerial Personnel with our Promoters/ Directors None of our Key Managerial Personnel are related to our Promoters/Directors. Payment of Benefit to Officers of our Company (non-salary related) Except the statutory payments made by our Company, in the last two years, our company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers.

128

OUR PROMOTERS AND THEIR BACKGROUND Individual Promoters 1. Mr. Mohan Lal Jain 2. Mr. Rajnish Jain 3. Mr. Manish Jain 4. Ms. Suman Jain

Mr. Mohan Lal Jain Identification Particulars Details

Permanent Account Number ACOPJ4055C Passport Number GO872962 Driving License H-21636/DC/GZD Name of Bank HSBC Bank Bank Account Number INHSBC052732765006 Address R 4/13 Raj Nagar Ghaziabad UP Mr. Mohan Lal Jain acquired the business acumen from his father very early in his life and remains well versed with the industry norms in a career spanning almost half a century. Mr. Jain supervises the overall operations of NCML and commands a very good reputation in the market which helps the company in maintaining a cordial and fruitful relationship with its buyers and suppliers.

Mr. Rajnish Jain Identification Particulars Permanent Account Number Passport Number Driving License Name of Bank Bank Account Number Address

Details ACGPJ1218H Z2169427 P01042006216746 IDBI Bank 066104000077312 R-4/13, Raj Nagar, Ghaziabad-201002, Uttar Pradesh

129

Mr. Rajnish Jain is the elder son of Shri Mohan Lal Jain, promoter of the Company and is appointed as director of t the Company since its Inception. He holds the Bachelor Degree in Commerce and Law. He joined the business at the age of 21 and today he has the business acumen of 24 years.He has been appointed as managing Director of the company for a period of five years w.e.f November 2, 2010. Mr Rajnish Jain in the year 2012-13 won the award for the "Youngest Entrepreneur of North India by the Central Organization for Oil Industry and Trade.

Mr. Manish Jain Identification Particulars

Details

Permanent Account Number ACGPJ1219G Passport Number G0875854 Driving License NT-6603/CZB4/9/99 Name of Bank IDBI Bank Bank Account Number 011104000228015 Address R 4/13, Raj Nagar, Ghaziabad, UP- __ Mr. Manish Jain is promoter of the Company since its Inception. He is a commerce graduate and a management professional In his current role, he takes care of the domestic Sales & Marketing and local procurement of goods. Since joining NCML almost 20 years ago, Mr. Manish Jain has been paramount in building NCMLs reputation by adding big firms and MNCs. In the year 1999, he started N M Agro Private Limited. for the purpose of packing edible oils under registered brands such as Maanik, Moti and Shaan. Today these brands enjoy household status in the states of U.P., Uttarakhand and Delhi.He is also handling the overall operations of the 350 TPD Refinery Unit.

Ms. Suman Jain Identification Particulars Details Permanent Account Number ACGPJ1216K Passport Number E2877113 Driving License 8-18795/CZ8/OC Name of Bank IDBI Bank Bank Account Number 011104000228008 Address R-4/13, Raj Nagar, Ghaziabad-201002, Uttar Pradesh Mrs. Suman Jain, possesses 10 years of Industry experience. She is actively involved in the business and takes care of administrative aspects of the company.

Corporate promoters 1. N M Agro Private Limited

130

Particular CIN Date of incorporation Register office PAN Name of bank Bank account number Nature of Business Brief history

Details from the company U15209DL2000PTC103461 January 27, 2000 1818, Naya Bazar, New Delhi 110006 AABCN1713D Punjab National Bank 3703002100301211 Retailing of branded edibile oils

N M Agro Private Limited was originally incorporated in the year January 27, 2000 with the registrar of the company of Delhi and Haryana. The promoter company is engaged in the business of Retailing of Branded Edible Oils. N M Agro Private Limited is promoted by Manish Jain, Sangeeta Jain and Kamla Jain.There has been no change in control or management of the Promoter in the last three years. It is not listed on any stock exchanges. The Board of directors Sr. no 1. 2. 3. 4. Name Mr. Manish Jain Ms. Sangeeta Jain Mr. Rajnish Jain Ms. Kamla Jain Designation Director Director Director Director

Shareholding pattern as on September 30, 2012 NUMBER OF SHARES as at 30th September, 2012

CATEGORY

VALUE OF SHAREHOLDING

SHAREHOLDING PERCENTAGE % as at 30th September, 2012

PROMOTER Mr. Manish Jain Ms. Sangeeta jain Ms. Kamla Jain Sub Total (A) PROMOTER GROUP Mr. Rajnish Jain Ms. Suman Jain Mr. Mohan Lal Jain Rajnish Jain HUF Manish Jain HUF Mohan Lal Jain HUF Newal Chand Mohan Lal & Co. Sub Total (B) Total Holding of Promoters and Promoter Group (C=A + B) 132600 100 100 135100 167600 50100 300000 785600 915500 105100 100 24700 129900 1,051,000.00 1,000.00 247,000.00 1,299,000.00 1,326,000.00 1,000.00 1,000.00 1,351,000.00 1,676,000.00 501,000.00 3,000,000.00 7,856,000.00 9,155,000.00 5.22% 0.00% 0.00% 5.32% 6.60% 1.97% 11.81% 30.93% 36.04% 4.14% 0.00% 0.97% 5.11%

131

Public Shareholding (D) Mr. Sikander Kumar jain Mr. Vipin Kumar Jain Mr. Sandeep Kumar Jain Mr. Ranjan Kumar Jain Mr. Gulshan Kalia Ms. Babita Kalia Radha Madhav Agrotech Private Limited Bhumiputra (India) Limited Mohit Nidhi Agro Oil Private Limited SKM India Private Limited SKM India Private Limited Intiqua India Ltd. Alpna Gases Ltd Alpee Enterprises Private.Ltd Pine View Investments Private.Ltd Top Tech Golden Merchantiles Ltd. Pankhuri Technowave Private.Ltd Shri Bhawani India Private Limited Atithi Chemicals Private Limited Zoom Heritage Properties Private.Ltd Gautam Budh Infrastructures Private. Limited JJ Ext Private Limited AMS Powertronics Private Limited Sundeep Credits Private Limited Utkarsh Printing Press Private . Limited SLG Agriculture Private Limited Gama Instrumentation Private. Limited Rayan Garments Private. Limited Zarf Infra Development Private. Limited Sub Total (D) Total (C+D) 2746100* * Being 10, 30,000 shares on which amount paid is ` 8 per share Brief financial of last three year Particular Equity share capital Reserve (excluding revaluation reserves) March 31, 2010 131.61 484.03 100 100 100 100 100 100 40000 80000 400000 40,000 1,18250 160000 80000 25000 37500 12500 150000 50000 181250 68500 54000 107000 41500 70000 15000 5000 25000 25000 24500 20000 1830600

1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 400,000.00 800,000.00 4,000,000.00 4,00,000.00 946,000.00 1,600,000.00 800,000.00 200,000.00 300,000.00 100,000.00 1,200,000.00 400,000.00 1,450,000.00 548,000.00 432,000.00 856,000.00 332,000.00 560,000.00 120,000.00 40,000.00 200,000.00 200,000.00 196,000.00 160,000.00 16,246,000.00 25,401,000.00

0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.57% 3.15% 15.75% 1.57% 3.72% 6.30% 3.15% 0.79% 1.18% 0.39% 4.72% 1.57% 5.71% 2.16% 1.70% 3.37% 1.31% 2.20% 0.47% 0.16% 0.79% 0.79% 0.77% 0.63% 63.96% 100.00%

March 31, 2011 254.01 2932.00

(` in Lacs) March 31, 2012 254.01 2938.44

132

Sales PAT EPS Net Asset Value Source: - Audited Financial Results of the Company.

2189.23 3.92 3.39 46.61

3895.39 10.37 0.78 125.35

8190.12 6.44 0.30 125.61

The company is not a listed Company The company is neither sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up There are no defaults in meeting any statutory/bank/institutional dues and no proceedings have been initiated for economic offences against the company Confirmations We confirm that the details of the permanent account numbers, bank account numbers and passport numbers of our Promoters has been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus with the Stock Exchanges. Further, we confirm that Permanent Account Number, Bank Account Number, Company Registration Number and addresses of Registrars of Companies where the company is registered have been submitted to the Recognized Stock Exchanges at the time of filing the Draft Red Herring Prospectus with the Stock Exchanges. Further, our Promoters have confirmed that they have not been declared as willful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them. Additionally, none of the Promoters have been restrained from accessing the capital markets for any reasons by the SEBI or any other authorities. For details pertaining to other ventures of our Promoters refer chapter titled Financial Information of our Group Companies beginning on page 166 of the Draft Red Herring Prospectus. Change in the management and control of the Issuer There has not been any change in the management and control of our Company. Relationship of Promoters with each other and with our Directors Name Mr. Mohan Lal Jain Mr. Rajnish Jain Mr. Manish Jain Ms. Suman Jain N M Agro Private Limited Interest of Promoters Except as stated in Related Party Transaction-Annexure XVl of Financial Information of our company beginning on page 160 of the Draft Red Herring Prospectus and to the extent of compensation / sitting fees and reimbursement of expenses in accordance with their respective terms of employment, our Promoters do not have any other interest in our business. Further, our Promoters are also directors on the boards, or are members, or are partners, of certain Promoter Group entities and may be deemed to be interested to the extent of the payments made by our Company, if any, to these Promoter Group entities. For the payments that are made by our Company to Relationship Father of Mr. Rajnish Jain and Mr. Manish Jain Son of Mr. Mohan Lal Jain and brother of Mr. Manish Jain Son of Mr. Mohan Lal Jain, brother of Mr. Rajnish Jain and husband of Ms. Suman Jain Wife of Mr. Manish Jain Mr Manish Jain, Mr. Rajnish Jain are the directors of the company

133

certain Promoter Group entities, please see the section Related Party Transactions Annexure XVI of financial information of our company on page 160. Our Directors and Promoters do not have any interest in any property acquired by our Company in the period of two (2) years before filing the Draft Red Herring Prospectus with SEBI. Except as stated otherwise in the Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which the Directors are directly or indirectly interested and no payments have been made to them in respect of these contracts, agreements or arrangements and no such payments are proposed to be made to them. For further details of the same please refer to heading titled Properties beginning on page 97 under chapter titled Business overview and Related Party Transactions Annexure XVI of financial information of our company on page 160 of the Draft Red Herring Prospectus. Payment of benefits to our Promoters Except as stated in the section Related Party Transactions Annexure XVI of financial information of our company on page 160. there has been no payment of benefits to our Promoters during the two years preceding the filing of this Draft Red Herring Prospectus. Our Promoter Group Promoter and Promoter Group in terms of Regulation 2(1)(za) and 2(1)(zb) of the SEBI ICDR Regulations. In addition to our Promoters named above, the following individuals and entities form a part of the Promoter Group: 1. Natural persons who are part of our Promoter Group Relationship promoter Father Mother Spouse Son Daughter Brother Sister with Mr. Mohan Lal Jain Mr. Newal Chand Jain Budhi Bai Jain Mrs. Kamla Jain Mr. Rajnish Jain and Mr. Manish Jain Ms. Mona Jain Mr. Rajnish Jain Mr. Mohan Lal Jain Mrs. Kamla Jain Mrs. Sangeeta Jain Mr. Shrenik Jain Ms. Suvidhi Jain and Shreya Jain Mr Manish Jain Ms. Mona Jain Mr. Manish Jain Mr. Mohan Lal Jain Mrs. Kamla Jain Mrs. Suman Jain Mr. Manik Jain Ms. Sakshi Jain and Riya Jain Mr. Rajnish Jain Ms. Mona jain Mrs. Suman Jain Mr. Abhay Kumar Jain Tersam Kanta Jain Mr. Manish Jain Mr. Manik Jain Ms. Sakshi Jain and Ms. Riya Jain Mr. Dinesh Jain Ms. Sudha Jain, Ms. Samta Jain, Ms. Monica Jain Ms. Kamla Jain Mr. Mohan lal jain Mr. Rajnish Jain

Mother of spouse Father of spouse Brother of spouse

Ms. Shanty Devi Jain Mr. Phagoo Mal Jain Mr. Amrit Lal Jain, Mr. Kahsmiri Lal Jain and Mr. Ashok Jain Ms. Kanta Jain and Ms. Shimla Jain

Mr. Prem Lata Jain Mr. Kashmiri Lal Jain Mr. Sachin Jain

Ms. Kanta Jain Mr. Abhay Kumar Jain Mr. Dinesh Jain

Sister of spouse

Ms. Dimple Jain

Ms. Sudha Jain, Ms. Samta Jain and Ms. Monica Jain

Ms. Mona Jain

2. Companies related to our Promoter Company Nature of Relationship Subsidiary or holding company of such body corporate. Nil Entity

134

Any Body corporate in which promoter holds 10% or more of the equity share capital or which holds 10% or more of the equity share capital of the promoter. Any Body corporate in which a group or individuals or companies or combinations thereof which hold 20% or more of the equity share capital in that body corporate also holds 20% or more of the equity share capital of the issuer

N.M Industries Private Limited Onaxe Builders and Promoters Private Limited N.M Industries Private Limited Onaxe Builders and Promoters Private Limited

3. Companies, Proprietary concerns, HUFs related to our promoters Nature of Relationship Any Body Corporate in which ten percent or more of the equity share capital is held by promoter or an immediate relative of the promoter or a firm or HUF in which promoter or any one or more of his immediate relative is a member. Any Body corporate in which a body corporate as provided above holds ten percent or more of the equity share capital Any Hindu Undivided Family or firm in which the aggregate shareholding of the promoter and his immediate relatives is equal to or more than ten percent Partnership firm in which promoter or any of his relative is having interest. For further details on our Promoter Group refer Chapter Titled Financial Information of our Group Companies beginning on page 166 of Draft Red Herring Prospectus. Entity N.M Industries Private Limited Onaxe Builders and Promoters Private Limited

Nil

Mohanlal Jain (H.U.F.) Rajnish Jain( H.U.F.), Manish jain(H.U.F.) Maash Agroils Newal chand Mohan lal Jain & co.

135

RELATED PARTY TRANSACTIONS For details of the related party transaction of our Company, see Annexure XVII and IV Notes to Accounts to the financial statements respectively, in Auditors Report and Financial Information of Our Company beginning from page 138 of this Draft Red Herring Prospectus.

136

DIVIDEND POLICY The declaration and payment of dividend, if any, will be recommended by the Board of Directors and approved by the shareholders of the Company at their discretion, subject to the provision of the Articles and the Companies Act. The dividend, if any, will depend on a number of factors, including but not limited to, the earnings, general financial conditions, capital requirements and surplus, contractual restrictions, applicable Indian legal restrictions and overall financial position of the Company and other factors considered relevant by the Board. The Board may, from time to time, pay interim dividend. The Company has no stated dividend policy and has not declared any dividends in the past.

137

SECTION VI - FINANCIAL INFORMATION AUDITORS REPORT AND FINANCIAL INFORMATION OF OUR COMPANY

To The Board of Directors NCML Industries Limited 1818, Naya Bazar Delhi - 110006

Subject: Financial Information of NCML Industries Limited Dear Sirs,

We have examined the financial information of NCML Industries Limited annexed to this report, initialed by us for identification, which has been prepared in accordance with the requirements of: Paragraph B, of Part II of Schedule II of the Companies Act, 1956 (the Act), and the amendments thereof The Securities and Exchange Board of India (Issue of Capital & Disclosure Requirement Regulation) 2009 issued by the Securities and Exchange Board of India (SEBI) and amendments made thereto from time to time in pursuance of section 11 of the Securities and Exchange Board of India Act, 1992; and Our engagement with the Company requesting us to examine the financial information referred to above and proposed to be included in the offer document of the Company in connection with its Proposed Issue. In terms of Schedule VIII, Clause IX of the SEBI (ICDR) Regulations, 2009 and other provisions relating to accounts of the NCML Industries Limited, we, M/s. Mehra and Company Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. Audit of the financial statements for the years ended 31 March,2012, 31 March 2011, 31 March 2010, st st 31 March 2009 and 31 March,2008 and for the six month period ended September 30, 2012 has been conducted by Companys Statutory Auditor, M/s. Manoj & Associates , Chartered Accountants. Further, financial statements for the year ended 31st, March 2012 and six month period ended September 30, 2012 have been re-audited by us as required under the SEBI ICDR Regulations. This report, in so far as it relates st st st to the amounts included for the financial years ended 31 March,2011, 31 March 2010, 31 March 2009 st and 31 March 2008 is based on the audited financial statements of the Company which were audited by the Statutory Auditor, M/s Manoj & Associates, Chartered Accountants and whose Auditors report has been relied upon by us for the said periods. Financial Information of the Company We have examined: The attached summary statement of Restated Assets & Liabilities of the Company as at 31 March 2012, st st st st 31 March 2011, 31 March 2010, 31 March 2009 and 31 March 2008 and September 30th 2012 as prepared by the company and approved by the Board of Directors. (Annexure - I). The accompanying summary statement of Restated Profits & Losses of the Company for the financial year st st st st st ended 31 March 2012, 31 March 2011, 31 March 2010, 31 March 2009 and 31 March 2008 and September 30th 2012 as prepared by the Company and approved by the Board of Directors. (Annexure II)
st st st st

138

The accompanying summary statement of cash flow of the company for financial year ended 31 March st st st st 2012, 31 March 2011, 31 March 2010, 31 March 2009 and 31 March 2008 and September 30th 2012 as prepared by the Company and approved by the Board of Directors (Annexure III) These statements reflect the Assets and Liabilities and Profit and Losses for each of the relevant years as extracted from the balance sheet and profit and loss account for those years. These financial statements for all the years have been approved by the Board of Directors of the Company and adopted by the members of the Company for the respective years. The Restated financial statements have been made after making such adjustments and regroupings and after incorporating material amounts and auditors qualification requiring adjustments as in our opinion are appropriate and are described fully in the Notes appearing in Annexure V and Annexure VI to this report. Based on our examination of these summary statements we confirm that the restated financial information has been made in accordance with the provisions of sub-clause (B) of clause (IX) of Part A of Schedule VIII of the SEBI ICDR Regulations, and after incorporating: Adjustments suggested in paragraph 9 of sub-clause (B) of clause (IX) of Part A of Schedule VIII of the SEBI ICDR Regulations, The prior period items which are required to be adjusted are properly stated. There are no extra-ordinary items that need to be disclosed separately in the accounts. The accounting policies applied for each of the period ended for financial year ended 31 March,2012, 31 st st st March 2011, 31 March 2010, 31 March 2009 and 31 March 2008 and September 30th 2012 is materially consistent with the existing Accounting Standards (Annexure IV) The Restated profits have been arrived at after charging all expenses including depreciation and after making such adjustments and regrouping as in our opinion are appropriate in the year to which they are related as described in restated Financial Statement. There was no qualification in the audit reports issued by the statutory auditors for the respective years which would require adjustment in these Restated Financial Statements Other Financial information We have also examined the following financial information relating to the Company prepared by the management and approved by the Board of Directors for the purpose of inclusion in the Offer Document: Statement of Other Income as appearing in Annexure VII to this report. Statement of Accounting & Other Ratios as appearing in Annexure VIII to this report. Statement of Capitalization of the company as appearing in Annexure IX to this report. Statement of Tax Shelters as appearing in Annexure X to this report. Statement of Long term Borrowings as appearing in Annexure XI to this report. Statement of Sundry Debtors as appearing in Annexure XII to this report. Statement of Long term Loans and Advances as appearing in Annexure XIII to this report Statement of Short term Loans and Advances as appearing in Annexure XIV to this report. Statement of Contingent Liabilities & Capital Commitments as appearing in Annexure XV to this report. Statement of Related Party Transaction as appearing in Annexure XVI to this report. Statement of Dividend paid as appearing in Annexure XVII to this report Statement of Investments as appearing Annexure XVIII to this report. In our opinion, the above financial information of the Company read with Significant Accounting Policies & Notes to Accounts attached in Annexure IV, V & VI to this report, after making adjustments and regrouping as considered appropriate has been prepared in accordance with Part II of the Schedule II of the Act and the SEBI (ICDR) Regulations issued by SEBI, as amended from time to time subject to and read with other notes.
st st

st

139

This report should not be in any way construed as a re-issuance or re-dating of any of the previous audit reports issued by us or other statutory auditor, nor should this report be construed as a new opinion on any of the financial statements referred therein. This report is intended solely for your information and for inclusion in the Offer document in connection with the issue of Equity shares of the Company and is not be used, referred to or distributed for any other purpose without our written consent. Thanking you For M/s. Mehra and Company Chartered Accountants

CA Chander Mehra Partner M. No: 014242 Firm Regn. No. : 000393C Place : New Delhi Date : March 15, 2013

140

Restated Financial Statements along with Restated Summary Statements Annexure I - Restated Summary Statement of Assets and Liabilities ` in Lacs Particulars 30th September 2012 A a. Non-current assets Fixed assets Tangible Assets Capital work-inprogress Intangible Assets Non-current investments Deferred tax assets (net) Long-term loans and advances Current Assets Current Investments Inventories Trade receivables Cash and cash equivalents Short-term loans and advances Other current assets Total assets (C= A + B) Non-current Liabilities Long-term Borrowings Deferred tax Liabilities (net) Long-term Provisions Current Liabilities Short-term Borrowings Trade payables Other current Liabilities Short-term provisions 31st March 2012 As at 31st March 2011 31st March 2010 31st March 2009 31st March 2008

7,566.48 -

7,501.36 -

3,008.12 30.23

1,599.56 -

486.51 -

539.78 -

b. c. d.

7,566.48 126.80 135.73 7,829.01

7,501.36 26.80 60.71 7,588.87 2,493.77 30,589.19 71,829.74 5,814.27 561.35 111,288.32 118,877.19

3,038.35 16.80 315.30 3,370.45 4,018.82 16,484.77 39,616.64 4,834.72 398.79 65,353.74 68,724.19

1,599.56 16.80 48.39 1,664.75 20.00 948.17 19,969.78 18,819.54 313.53 18.92 40,089.94 41,754.69

486.51 16.80 47.96 551.27 455.35 6,264.18 1,840.46 140.14 15.45 8,715.58 9,266.85

539.78 16.80 24.69 581.27 325.74 2,598.48 710.03 251.90 7.52 3,893.66 4,474.93

B a. b. c. d. e. f. C. D. a. b. c. E. a. b. c. d.

10,180.08 49,553.65 26,258.95 4,456.31 410.75 90,859.74 98,688.75

2,542.10 874.05 5.75 3,421.90 22,369.10 45,852.90 1,761.08 1,499.53 71,482.61

2,822.83 846.48 4.02 3,673.33 50,474.82 42,849.03 1,812.19 996.29 96,132.33

2,691.07 226.41 2.60 2,920.08 17,909.50 40,306.04 708.70 686.83 59,611.07

678.50 219.99 1.42 899.91 7,701.32 29,141.37 347.74 352.00 37,542.43

672.25 71.18 0.79 744.22 347.55 6,243.34 617.15 163.88 7,371.92

223.58 37.94 0.47 261.99 427.62 2,664.25 640.38 108.33 3,840.58

141

F.

Total liabilities (F= D + E) Net Worth (C-F) Net Worth represented by Share Capital Reserves and Surplus Securities Premium Account Net Surplus/(Deficit) in the statement of profit and loss Net Worth (G+H)

74,904.51

99,805.66

62,531.15

38,442.34

8,116.14

4,102.57

23,784.24

19,071.53

6,193.04

3,312.35

1,150.71

372.36

G. H. a. b.

2,354.85

2,102.13

1,336.21

165.70

69.70

34.59

13,717.65 7,711.74 21,429.39 23,784.24

11,695.87 5,273.53 16,969.40 19,071.53

2,887.79 1,969.06 4,856.85 6,193.04

1,507.79 1,638.86 3,146.65 3,312.35

403.79 677.22 1,081.01 1,150.71

337.77 337.77 372.36

142

Annexure II - Restated Summary Statement of Profits and Losses ` in Lacs Particulars 30th September 2012 Income from continuing operations Revenue from operations Trading Manufacturing Revenue from Electric Generation Other Income Total Revenue Expenses Cost of materials consumed Purchases-Traded Changes in inventories of finished goods, work-inprogress and stock-intrade Employee benefits expense Costs Finance Other expenses Depreciation and amortization expenses Total Expenses Restated profit before tax from continuing operations Tax expense/(income) Current tax Deferred tax charge/(credit) Total tax expense Restated profit after tax from continuing operations (A) Discontinuing operation Profit before tax from discontinuing operations Tax expense of discontinuing operations Restated Profit after tax from discontinuing operations (B) Restated profit for the year (A + B) For the Period / Year ended on 31st 31st 31st March March March 2012 2011 2010 31st March 2009 31st March 2008

53,850.38 25,920.07 346.16 1,329.81 81,446.42 22,920.21 57,421.32 (5,797.86)

164,415.61 964.07 223.43 3,646.63 169,249.74 1,131.03 156,509.38 1,731.36

102,178.30 145.46 2,338.65 104,662.41 101,409.24 (3,070.65)

70,002.48 30.73 291.61 70,324.82 67,521.85 (492.82)

32,543.32 28.31 93.45 32,665.08 31,139.70 (129.62)

20,985.93 0.11 49.84 21,035.88 19,867.23 (115.26)

141.88 1,217.55 1,827.10 285.91 78,016.11 3,430.31

209.08 2,620.74 1,635.68 491.61 164,328.88 4,920.86

105.67 2,295.05 1,648.08 201.06 102,588.45 2,073.95

89.68 593.88 1,102.69 47.07 68,862.36 1,462.46

85.87 314.23 657.83 53.16 32,121.17 543.91

21.90 169.07 681.58 16.56 20,641.07 394.81

964.51 27.59 992.10 2,438.21

996.32 620.07 1,616.39 3,304.47

686.83 6.42 693.25 1,380.70

352.00 148.82 500.82 961.64

171.22 33.24 204.46 339.45

110.55 38.11 148.66 246.15

2,438.21

3,304.47

1,380.70

961.64

339.45

246.15

143

Annexure III - Restated Summary Statement of Cash Flows ` in Lacs Particulars 30th September 2012 A. CASH FLOW FROM OPERATING Net profit before taxation ACTIVITIES from continuing Net profit before taxation operations (as restated) from cash discontinued Non adjustments operations (as restated) to reconcile profit Provision for gratuity before tax to net created during thecash year Prior Period Adjustment flows (net) Depreciation and amortization expense Employee stock compensation expense Loss/(profit) on sale/scrap of fixed assets (net) Unrealized foreign exchange loss (net) Advertisement expenses Loss/(profit) on sale of investments Interest income Dividend income Interest expense Operating profit before working capital changes (as restated) Movement in Working Capital (Increase)/decrease in trade receivables (Increase)/decrease in Inventories (Increase)/decrease in loans and advances (Increase)/decrease in LT loans and advances (Increase)/decrease in other current assets Increase/(decrease) in trade payables & others Cash flow from operations Direct taxes paid (including fringe benefit Net cash generated taxes paid) (net of from operating activities B. CASH FLOW USED refunds) (A) IN INVESTING ACTIVITIES 3,430.31 1.73 285.91 (1,319.18) 2,398.77 For the Period / Year ended on 31st March 31st March 31st March 2012 2011 2010 31st March 2009 31st March 2008

4,920.86 1.41 491.61 (1.90) (3,631.62) (0.29) 1,694.45 3,474.52

2,073.95 1.19 201.06 (4.74) (2,283.31) 156.78 144.93

1,462.46 0.63 47.07 (261.29) 112.83 1,361.70

543.91 0.31 53.16 0.21 (90.05) 190.89 698.42

394.81 0.47 16.56 (36.16) (0.16) 169.07 544.59

(18,964.46) (7,686.31) 1,357.96 (75.02) 150.60 2,952.76 (19,865.70) (461.29) (20,326.99)

(14,104.42) 1,525.05 (979.55) 254.59 (162.56) 3,646.48 (6,345.89) (686.83) (7,032.72)

3,485.01 (3,070.65) (4,521.19) (266.91) (379.87) 11,525.63 6,916.95 (352.01) 6,564.94

(13,705.60) (492.82) (173.39) (0.43) (3.47) 22,627.80 9,613.79 (163.08) 9,450.71

(3,665.70) (129.61) 111.76 (23.27) (7.93) 3,546.85 530.52 (106.66) 423.86

(2,039.23) (115.27) (251.90) 384.17 (7.52) 2,767.07 1,281.90 (39.89) 1,242.01

144

Purchase of fixed assets, including intangible assets, capital work in progress and capital advances Sale of Fixed Assets (Purchase)/Sale of investments Interest received Dividend received Net cash used in investing activities (B) C. CASH FLOW FROM /(USED IN) FINANCING ACTIVITIES Proceeds from Borrowings Proceeds from issue of Share Capital Share Capital & Share Application Money Share Premium Interest paid Net cash generated from/(used in) financing activities (C) Net increase/(decrease) in cash and cash equivalents ( A + B + C ) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Components of Cash and Cash Equivalents

(351.03)

(4,956.83)

(1,639.85)

(1,160.12)

(2.18)

(496.15)

4.10 (100.00) 1,319.18 868.15 (10.00) 3,631.62 0.29 (1,330.82) 24.74 2,283.31 668.20 (20.00) 261.29 (918.83)

2.09 90.05 89.96 (16.61) 36.16 0.16 (476.44)

(28,386.45)

32,697.08

12,220.75

7,360.02

368.60

11.06

252.72 2,021.78 (26,111.95)

765.92 8,808.08 (1,694.45) 40,576.63

120.00 1,380.00 (156.78) 13,563.97

96.00 1,104.00 (112.83) 8,447.19

35.11 403.79 (190.89) 616.61 (169.07) (158.01)

(45,570.79)

32,213.09

20,797.11

16,979.07

1,130.43

607.56

71,829.74

39,616.65

18,819.54

1,840.46

710.03

102.46

26,258.95

71,829.74

39,616.65

18,819.54

1,840.46

710.03

30th September 2012 115.08

31st March 2012 610.50

As at 31st March 31st March 2011 2010 14.39 35.08

31st March 2009 22.28

31st March 2008 12.17

Cash on hand Balance with scheduled banks : Current & Deposit account

26143.87 26,258.95

71,219.24 71,829.74

39,602.26 39,616.65

18,784.46 18,819.54

1,818.18 1,840.46

697.86 710.03

145

ANNEXURE IV RESTATED STATEMENT OF SIGNIFICANT ACCOUTNING POLICIES BASIS OF ACCOUNTING AND PREPARATION OF FINANCIAL STATEMENTS The financial statements are prepared under historical cost convention, on a going concern basis and in accordance with the generally accepted accounting principles in India. The Company is following mercantile method of accounting and standard accounting practices governing that method in India. All the assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalent, the Company has ascertained its operating cycle to be less than 12 months. USE OF ESTIMATES The preparation of Financial Statements requires estimates & assumptions to be made that effect the reported amount of assets & liability on the date of financial statements and the reported amount of revenues & expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known materialized. FIXED ASSETS Fixed assets are stated at cost less accumulated depreciation. Cost of fixed assets is arrived at after including therein attributable interest and expenses for bringing the respective assets to working condition and reducing there from Cenvat credit received/ receivable, if any. No fixed asset has being revalued in the financial statements. DEPRECIATION AND AMORTISATION Depreciation on fixed assets charged on proportionate basis for all assets purchased and sold during the year is provided on Written Down Value basis at the rates prescribed in Schedule XIV of the Companies Act, 1956. IMPAIRMENT OF ASSETS Impairment loss is recognized in the profit and loss account whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. The recoverable amount is the higher of its estimated net selling price and its value in use. The carrying amounts are reviewed at each balance sheet date to determine whether there is any impairment. FOREIGN EXCHANGE TRANSACTIONS (i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of the transaction. Year end receivables and payables are translated at year end rate of exchange. The difference on account of fluctuation in the rate of exchange is recognised in the profit and loss account. & same has adjusted In case of sales and purchases the same is included under the respective heads. In case of forward exchange contracts, Exchange fluctuation on such contracts is recognized in the profit & loss account in the year in which such contract are cancelled. The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Company does not use forward contracts for speculative purposes.

(ii)

(iii)

146

INVESTMENTS Long term investments are valued at cost. Provision is made for diminution in the value of investments where in the opinion of the Board of Directors such diminution is other than temporary. INVENTORIES Inventories are valued at lower of cost and net realizable value. The cost of inventories is arrived at on FIFO basis. Cost of inventory includes cost of purchase & all other direct cost incurred for acquisition purpose & attributable thereto. Inventory includes by products which are valued at net realizable value. REVENUE RECOGNITION (i) Sales are recorded net of sales tax, discount & shortage. Revenue from sales is recognized at the point of dispatch to the customers and revenue from high seas sales is recognized at the time execution of high seas sale agreement. Sales include income/(loss) on bargain settlement. (ii) Revenue from electric generation is recognized on the basis of submission of generation report by the concern authority. (iii) Interest income is recognized on accrual basis. (iv) Revenue from bargain settlement of edible oil is recognized at the time of settlement of transaction. (v) Dividend income is accounted on receipt basis. BORROWING COSTS Interest and other costs in connection with the borrowing of the funds to the extent related / attributed to the acquisition/construction of qualifying fixed assets are capitalized up to the date when such assets are ready for their intended use. Other borrowing costs are charged to the profit and loss account. TAXES ON INCOME Tax expenses for the period comprising current tax & deferred tax is included in determining the net profit or loss for the year. Current tax is recognized based on the assessable profit computed in accordance with the Income Tax Act & at the prevailing tax rate. Deferred tax is accounted for by computing the tax effect of timing differences which arise in a year and reverse in subsequent periods. EMPLOYEES BENEFITS Employees benefits include provident fund & gratuity fund. Provision for gratuity has been made in Financial Statements. Leave encashment & other retirement benefits are to be provided on actual payment basis. CASH FLOW STATEMENT Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effect of transactions of non cash nature and any deferrals for accruals of past or future cash receipts or payments. The cash flows from operating, investing & financing activities of the company are segregated based on the available information. CONTINGENT LIABILITIES Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not provided for but are disclosed in Annexure IV

147

ANNEXURE V - STATEMENT OF NOTES TO ACCOUNTS 1. Refer Annexure XV for the Restated Statement of Contingent Liabilities 2. Refer Annexure XVI for the Restated Statement of Related Party Transactions 3. Refer Annexure VIII for the Basic & Diluted Earnings per Equity shares ( `) 4. Unsecured loans and advances from related parties which were classified as Long-Term Borrowings in the financials, while drawing the restatement have been restated as Short-Term Borrowings while drawing the Restatement since they are repayable on demand. 5. Investments amounting to ` 20 lacs in the FY ended March 31, 2010 have been classified as current in nature during the restatement since they were sold off within a period of 12 months. 6. At each balance sheet date, the Company determines whether a provision should be made for impairment loss on fixed assets (including intangible assets), by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard (AS) 28 Impairment of Assets. Where the recoverable amount of any fixed assets is lower than its carrying amount, a provision for impairment loss on fixed assets is made. 7. The figures have been rounded off to nearest rupee. 8. In the opinion of the Board, any of the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated. 9. The company has obtained information from the suppliers in regard to their Small Scale Industrial Undertaking Status. Based on such information there is no liability for interest which would be payable under The Interest on De layed Payments to Small Scale and Ancillary Industrial Undertaking Ordinance 1992. Moreover the Company has also not received any claims in respect of interest. 10. Segment Information (AS-17) There are two segments of business : Primary Segment Business Segment (manufacturing and Trading of edible oil) Sencondary Segment: Power Generation through Windmills 11. Employee benefits:The company has followed Accounting Standard -15 Employee Benefits for the various benefits provided to employees.

148

Annexure VI - Statement of Adjustments / Restatement & Regrouping ` in Lacs S. No. Particulars 30th September 2012 2,434.19 For the Period/Year Ended on 31st 31st 31st March March March 2012 2011 2010 3,305.91 1,381.89 961.80 31st March 2009 347.10 31st March 2008 248.84

A.

Profit after tax as per audited financial statements Adjustment for: Prior period adjustments reversed Effect of reversal of Prior Period adjustment Prior period adjustments correctly adjusted Add Provision for gratuity created as per financials Less Provision as per restatement Tax impact on above adjustments: Current tax expenses Deferred tax expenses

(0.48) 0.48

7.35 (7.35) 0.48

2.92 (2.92) (7.35) (0.31)

1.83 (1.83) (2.92) (0.47)

5.75 (1.73)

(1.41)

(1.19)

(0.63)

B.

Adjustment net of tax impact Adjusted Profit (A+B) Restated PAT

4.02

(1.41)

(1.19)

(0.15)

(7.66)

(3.39)

C.

2,438.21 2,438.21

3,304.50 3,304.50

1,380.70 1,380.70

961.65 961.65

339.44 339.44

245.45 245.45

149

Annexure VII - Restated Statement of Other Income ` in Lacs Particulars 30th September 2012 Interest on bank deposits Interest on loans Dividend income on current investment (mutual funds) Profit on sale of current investment (net) Other non-operating income Service charges Royalty income Interest received from Customers Interest received from Related Parties Commission & Brokerage Received Insurance Claim Profit on Redemption of Mutual Fund Profit on Sale of car Profit on Sale of Fixed Asset Rent Received Prior period income adjusted in relevant year Total Other Income 1,329.81 3,646.63 2,338.65 0.59 2.98 2.64 0.22 1.90 4.74 0.21 0.29 1.61 1,315.46 31st March 2012 3,558.04 As at 31st March 2011 2,277.99 31st March 2010 251.00 31st March 2009 90.05 31st March 2008 36.16

3.72

73.60

5.32 47.83 0.29

10.29 23.13 6.71 3.19

0.14

11.93

7.65

9.34

2.48 0.48 291.61 93.45 49.84

150

Annexure VIII - Restated Statement of Accounting Ratios ` in Lacs As at Particulars 30th September 2012 31st March 2012 31st March 2011 31st March 2010 31st March 2009 31st March 2008

Basic & diluted earnings per share (`) after considering Bonus Issue Return on Net Worth ( in Percentage) Net Asset Value per equity share (`) Net Profit after tax as restated attributable to equity shareholders (` Lacs) Weighted average number of equity shares outstanding at year end Net Worth at the end of the year Total number of equity shares outstanding at the end of the year Notes:-

A/B

11.24

21.28

10.78

8.57

3.13

2.27

A/C C/D

10.25 101.00

17.33 90.72

22.29 46.35

29.03 199.90

29.50 165.09

66.11 107.65

2,438.21

3,304.47

1,380.70

961.64

339.45

246.15

21,685,439

15,525,502

12,812,750

11,220,531

10,851,962

10,851, 000 372.36 345,90 0.00

23,784.24

19,071.53

6,193.04

3,312.35

1,150.71

23,548,542.00

21,021,320.00

13,362,120.00

1,657,020.00

697,020.00

a) Basic earnings per share (`):

Net profit after tax (as restated) attributable to shareholders Weighted average number of equity shares outstanding during the year

EPS Calculation has been done as per Accounting Standard-20, "Earnings Per Share" issued by The Institute of Chartered Accountants of India. b) Return on net worth (%) c) Net asset value per share (`) : Net Profit after tax as restated Net worth at the end of the year Net Worth at the end of the Year Total number of equity shares outstanding at the end of the year

d) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the year. e) During the year ended March 31, 2011, the Company issued 6051060 and 4454040 equity shares as Bonus Shares to the existing shareholders by way of capitalisation of reserves.

151

Annexure IX -Capitalisation Statement Particular Debt Long Term Debt Short Term Debt Total Debts (A) Equity (shareholders' funds) Equity share capital Reserve and surplus Total Equity (B) Long Term Debt / Equity Shareholders' funds Total Debt / Equity Shareholders' funds Note: 1. For the purpose of calculation of Debt Equity Ratio, the amount of Long Term Debt does not include the Current Maturity of Long Term Debt. Annexure X - Restated Statement of Tax Shelter ` in Lacs Particular Normal Corporate tax rates Tax rate on STCG Minimum alternative tax rates Income from Capital Gains STCG - Debt oriented STCG - Equity oriented Total Income from Capital Gains Notional tax on Capital Gains Income from House Property Rent Received Less: Deduction u/s 24 Income from House Property Applicable Corporate Tax Rate Notional tax on Income from House Property Profit before tax as per Restated P/L Applicable Corporate Tax Rate Notional tax as per tax rate on profits (A) Exempted income Dividend Total Exempted Income (B) 3430.31 32.45% 1,112.96 September 2012 32.445% 16.609% 20.008% 2012 32.445% 16.609% 19.931% As on March 31 2011 2010 2009 33.218% 33.99% 33.99% 16.609% 16.995% 16.609% 11.330% 16.609% 11.33% 2008 33.99% 16.609% 11.33% Pre Issue as on 30-9-2012 2542.10 22369.10 24911.20 2354.85 21429.39 23784.24 0.11 1.05 ` in Lacs Post Issue [] [] [] [] [] [] [] []

0.70 4.04 4.74 0.90

32.45% -

2.48 0.74 1.73 33.22% 0.58

33.99% -

33.99% -

33.99% -

4920.86 32.45% 1,596.57

2073.95 33.22% 688.92

1462.46 33.99% 497.09

543.91 33.99% 184.87

394.81 33.99% 134.20

(1.61) (1.61)

152

Tax Adjustments Permanent Difference Donation ROC Filing Fees Disallowance u/s 37 Total Permanent Difference (C) Timing Difference Loss / (Profit) on sale of fixed asset Depreciation - including unabsorbed depreciation Dividend Received Preliminary / Pre Operative Expenses W/o - ROC Filing Fees Disallowance u/s 40 Allowance u/s 40 - Previous Year Disallowance Disallowance u/s. 40A(7) - Provision for gratuity Allowance - bonus Total Timing Difference (D) (459.36) 3.47 (290.90) (171.93)

1.49 0.36 1.84

25.96 49.83 75.79

14.02

14.02

6.06 0.65 0.33 7.04

11.27 0.60 0.94 12.81

27.65

27.65

(1.90) (1,667.16)

(583.59)

(437.80) (97.79)

(112.19)

290.90 (549.19) 1.41

647.23

2.69 (1.83) 0.63 (436.31) 1.83

1.19 64.83

0.31 (95.65) (112.19)

(1,925.93)

Total Adjustments (E) = (B+C+D) Tax Expenses / (savings) thereon (F)=(E)*Tax rate Tax payable as per normal provisions (other than 115JB )of the Act (G) MAT tax rate (H) Tax under MAT (I) Tax payable for the year maximum of (G) or (I)

(457.51) (148.44) 964.51

(1,850.15) (600.28) 996.29

78.85 26.19 716.59

(429.27) (145.91) 351.18

(82.84) (28.16) 156.71

(86.15) (29.28) 104.92

20.008% 686.33 964.51

19.931% 980.75 996.29

16.995% 353.57 716.59

11.330% 165.70 351.18

11.330% 61.62 156.71

11.330% 44.73 104.92

153

Annexure XI - Restated Statement of Long-Term Borrowings ` in Lacs As at Particulars 30th September 2012 31st March 2012 31st March 2011 31st March 2010 31st March 2009 31st March 2008

Long termborrowings Rupee term loans (secured) From banks & others From Banks (Vehicle loans) Total Secured loans Other (unsecured) Total Long-Term Borrowings 2,468.60 20.50 2,489.10 53.00 2,542.10 11.75% on loan from ICICI Bank Rate of Interest (on vehicle loans) 2,737.57 32.25 2,769.82 53.00 2,822.83 11.75% on loan from ICICI Bank 12.65% (HDFC Bank) 1,087.28 0.78 1,088.06 1,603.00 2,691.07 645.64 11.85 657.50 21.00 678.50 656.09 16.16 672.25 672.25 199.23 24.35 223.58 223.58

11.75% on loan from ICICI Bank 12.65% (HDFC Bank) 10.93% (ICICI Bank) 12.65% (HDFC Bank) 10.93% (ICICI Bank) 12.65% (HDFC Bank) 10.93% (ICICI Bank) 10.93% (ICICI Bank)

Principal terms and conditions of the term loans sanctioned A. Oriental bank of commerce Nature of Security The term loan from OBC is secured by 1st Charge on entire assets of the wind mill, including mortgage of project land Terms of repayment Repayable in 60 monthly installments after a moratorium period of disbursement. Rate of interest Base Rate + 1.50% spread +0.50 % Term Premium B. IREDA Nature of Security 1. Mortgage in favor of IREDA of all immovable by way of deposit of title deeds of properties, both present and future. 2. Hypothecation in favor of IREDA of all project movable assets, including movable plant& Machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets both existing and future , intangible goodwill, uncalled capital , present and future. 3. First charge on revenue streams of 0.6 MW WTG installed at V. Kallipalayam village, Tirupur, Coimbatore District, Tamil nadu state. 4. The company shall give a collateral security of `1.25 Crores as FDR in favor of IREDA.

4 months from the date of first

154

Terms of repayment Repayable in 160 months by way of 40 quarterly installments Rate of Interest 11.96% C. Yes Bank Nature of Security 1. Exclusive charge on Wind mills procured from the loan 2. Exclusive Charge on proceeds from Tamil Nadu State Electricity Board or any other buyer. 3. Lien on Fixed Deposits worth ` 100 lacs Terms of repayment Repayable in 48 equal monthly installments Rate of Interest Yes Banks Limited Base Rate (YBLBR) plus 5.00 %p.a. D. ICICI bank Nature of Security 1. Equitable mortgage on fixed assets raised out of proposed funding both movable and immovable (present & Future), in a form and manner satisfactory to the bank. 2. Extension of charge on collateral property in the form of land owned by NM Industries private limited Situated at Khasra No. 512,513,514,village chhijarsi, kulich Nagar, Pragna Dasna, Tehsil Hapur, Distt. Ghazibad (U.P.) 3. Personal guarantee of Promoters Terms of Repayment Repayable in 64 months by way of 16 equal quarterly installments Rate of Interest Rate of interest shall be sum of I-Base and Spread of 2.68 %. Terms and Conditions of Unsecured Loan The unsecured loan from Mohit Nidhi Agro Oil Private Limited is interest free and payable on demand.

155

Annexure XII- Restated Statement of Trade Receivables (Unsecured, considered good) ` in Lacs Particulars 30th September 2012 5,032.90 31st March 2012 865.29 As at 31st March 31st 2011 March 2010 1,895.23 1,557.99 31st March 2009 181.36 31st March 2008 22.35

Outstanding for a period exceeding six months from the date they are due for payment Other trade receivables Total Amount due from Promoter/Group Co./Directors Outstanding for a period exceeding six months from the date they are due for payment Newal Chand Mohan lal & co. N.M. Industries Pvt Ltd Sub-Total Other trade receivables Maash Agroils Newal Chand Mohan lal & co. N.M. Industries Pvt Ltd N.M. Agro Pvt. Ltd Sub-Total TOTAL

49,553.65 54,586.55

29,723.90 30,589.19

14,589.54 16,484.77

18,411.78 19,969.78

6,082.82 6,264.18

2,576.13 2,598.48

528.48 182.14 2,263.76 904.93 2,439.30 2,967.78 2,967.78 45.57 227.71 227.71 3,168.69 3,299.54 130.85 130.85

961.85 961.85 8.86 177.89

2,419.26 2,419.26 3,381.11

1,511.71

1,511.71 1,511.71

186.75 186.75

156

Annexure XIII - Restated Statement of Long-Term Loans and Advances and Other Non-Current Assets ` in Lacs As at Particulars 30th September 2012 31st March 2012 31st March 2011 31st March 2010 31st March 2009 31st March 2008

A. Long-term loans and advances Unsecured, considered good Loans and advances to related parties Capital advances Security deposits Security deposits to related parties Other loans and advances Prepaid expense Total Long-term loans and advances (A) Amounts due from Directors / Promoters / Promoter Group Companies / Relatives of Promoters / Relatives of Directors / Subsidiary Companies Security Deposit-Rent (Ms. Sangeeta Jain & Ms. Suman Jain) 0.45 0.45 0.45 0.45 0.45 0.45 18.29 32.13 0.45 9.84 60.71 302.17 12.53 0.45 0.15 315.30 34.96 12.98 0.45 48.39 43.02 4.34 0.45 0.15 47.96 18.60 5.64 0.45 24.69

90.61 31.53 0.45 13.14 135.73

157

Annexure XIV - Restated Statement of Short-Term Loans and Advances and Other Current Assets ` in Lacs As at Particulars A. Short-term loans and advances Unsecured, considered good Loans and advances to related parties Advance to Suppliers Other loans and advances With govt. authorities Prepaid expenses Total loans & advances (A) B. Other current assets Interest accrued on fixed deposit Amount due from related parties Other Total other current assets (B) 390.70 20.05 410.75 542.20 19.15 561.35 342.01 56.79 398.79 18.92 18.92 15.45 15.45 7.52 7.52 30th September 2012 632.30 269.18 3,251.10 244.29 59.43 4,456.31 31st March 2012 31st March 2011 31st March 2010 31st March 2009 31st March 2008

467.49 2,215.49 2,572.48 545.93 12.87 5,814.27

89.33 1,227.39 3,244.46 257.65 15.89 4,834.72

15.90 17.63 177.10 80.65 22.25 313.53

0.05 73.08 62.94 4.08 140.14

0.37 119.78 129.49 2.27 251.90

Amounts due from Directors / Promoters / Promoter Group Companies / Relatives of Promoters / Relatives of Directors / Subsidiary Companies As at Particulars 30th September 2012 82.99 121.55 50.60 0.50 13.53 269.18 31st March 2012 104.97 2,050.67 59.35 0.50 31st March 2011 53.80 1,172.89 0.70 31st March 2010 17.63 31st March 2009 31st March 2008

Mrs. Sangeeta Jain NM Industries P. Ltd Wishan Das Mrs. Kamla Jain Master Shrenik Jain Mohan Lal Jain Manish Jain Total

2,215.49

1,227.39

17.63

158

Annexure XV - Restated Statement of Contingent Liabilities ` in Lacs As at Particulars 30th September 2012 2,000.00 31st March 2012 2,000.00 31st March 2011 31st March 2010 31st March 2009 31st March 2008 -

Corporate Guarantee given on behalf of N M Industries Private Limited to ICICI Bank Corporate Guarantee given on behalf of N M Industries Private Limited to Oriental Bank of Commerce Corporate Guarantee given on behalf of N M Industries Private Limited to Barclays Bank, pending release Bank Guarantee issued in favour of Sales Tax Deptt, Gandhidham, Gujarat in respect of Sales Tax Dispute pending in court Excise & Taxation Department, Punjab

6,500.00

6,500.00

2,000.00

1,500.00

2,356.10

2,341.03

871.00

871.00

862.00

1.03

159

Annexure XVI - Restated Statement of Related Party Transactions Nature of Transaction / Name of Related Party Remuneration and allowance Rajnish Jain Manish Jain Mohan Lal Jain Suman Jain Interest on Loan Paid Sh.Mohan Lal Jain Mrs.Kamla Jain Manish Jain(HUF) Rajnish Jain(HUF) Mrs.Suman Jain M.L.Jain(HUF) Rajnish Jain Ms.Sakshi Jain Ms.Suvidhi Jain Newal Chand Mohan Lal & Co Peeyush Jain(HUF) Nature of relationship Director Director Director Director Total Director Wife of Director Director Director Director HUF of Promoter Director Daughter of promoter Daughter of promoter firm in which directors are interested Relative of Promoter Total Loan received Manish Jain (HUF) Mohan Lal Jain Rajnish Jain (HUF) Rajnish Jain Suman Jain Newal Chand Mohan lal & Co. Kamla Jain Mohan Lal Jain (HUF) Peeyush Jain (HUF) Sakshi Jain Suvidhi Jain N.M. Agro Pvt Ltd. N.C. Jain (HUF) HUF of Promoter Promoter HUF of Promoter Promoter Promoter firm in which directors are interested Wife of promoter HUF of Promoter Relative of Promoter Daughter of promoter Daughter of promoter Company in which promoters are interested HUF of promoter 15.45 60.00 11.00 8.00 20.00 25.96 30.00 15.00 5.45 3.25 0.32 0.64 37.50 37.50 9.00 0.30 84.30 75.00 70.50 18.00 0.60 164.10 36.00 27.00 12.00 0.60 75.60 1.26 0.92 1.35 1.58 1.45 36.00 27.00 12.00 0.60 75.60 2.92 0.55 1.68 2.12 0.23 0.62 0.71 0.30 0.31 36.00 27.00 12.00 0.60 75.60 2.94 1.31 1.83 3.34 1.39 0.80 1.46 0.03 0.03 2.17 10.49 9.00 4.80 0.60 14.40 2.74 1.20 0.86 1.49 1.01 0.73 Sept 2012 ` in Lacs During the period ended March 31, 2012 2011 2010 2009 2008

0.74 8.25 14.22 1.13 14.92 5.83 13.80 0.66 0.29 0.57 2,038.75 -

0.33 9.79 17.11 9.08 16.91 7.64 11.45 21.31 3.55 0.27 2.88 15.30 1.64 2.64 2.99 15.31 10.30 762.70 1.17 0.72 2.75 2.53 2.53 18.53 21.52 15.55 26.77 77.89 32.55 566.55 1.08 0.66 -

160

Shrenik Jain Loan Repaid Manish Jain (HUF) Mohan Lal Jain Rajnish Jain (HUF) Rajnish Jain Suman Jain Newal Chand Mohan lal & Co. Kamla Jain Mohan Lal Jain (HUF) Peeyush Jain (HUF) Sakshi Jain Suvidhi Jain

son of promoter Total HUF of Promoter Promoter HUF of Promoter Promoter Promoter firm in which directors are interested Wife of promoter HUF of Promoter Relative of Promoter Daughter of promoter Daughter of promoter Company in which promoters are interested HUF of promoter son of promoter

94.45 70.00 -

99.66 24.03 21.86 23.30 4.55 21.70 0.46 -

2,090.18 15.22 5.15 16.44 1.47 10.70 7.43 0.91 -

90.20 20.80 25.00 22.39 16.60 5.64 14.00 3.95 10.40 0.10 0.10 0.10

805.27 0.70 0.73 10.15 20.00 11.50 1,062.75 10.30 6.30 -

742.56 23.38 13.19 14.58 62.77 35.57 555.80 -

N.M. Agro Pvt Ltd. N.C. Jain (HUF) Shrenik Jain Total Balance outstanding Manish Jain (HUF) Mohan Lal Jain Rajnish Jain (HUF) Rajnish Jain Suman Jain Newal Chand Mohan lal & Co. Kamla Jain Mohan Lal Jain (HUF) Peeyush Jain (HUF) Sakshi Jain Suvidhi Jain

188.75 258.75

1,850.00 2.00 1,947.89 7.98 10.59 20.37 1.71 11.75 10.94 2.99 5.89

57.32 12.00 6.49 13.67 1.71 4.55 18.45 5.96 2.99 5.89

119.08 13.00 10.51 15.19 1.47 1.71 9.42 12.08 6.20 2.70 5.31

1,122.43 16.69 26.43 20.67 10.43 5.64 15.71 1.92 1.17 2.75 2.53 2.53

705.29 15.75 24.52 27.83 15.12 6.84 315.76 11.04 6.75 -

HUF of Promoter Promoter HUF of Promoter Promoter Promoter firm in which directors are interested Wife of promoter HUF of Promoter Relative of Promoter Daughter of promoter Daughter of promoter Company in which promoters are interested HUF of promoter son of promoter son of promoter Total

23.43 0.59 31.37 1.71 19.75 10.94 2.99 5.89

N.M. Agro Pvt Ltd. N.C. Jain (HUF) Manik Jain Shrenik Jain Salary

3.25 2.00 101.92

188.75 3.25 2.00 266.22

2,038.75 2.00 2.00 2,114.45

2.00 2.00 81.58

2.00 2.00 110.46

2.00 2.00 427.62

161

Mr.Peeyush Jain

Relative of Promoter Total 0.60 0.60 1.20 1.20

2.93 2.93 1.09 1.09

1.68 1.68 1.09 1.09

1.54 1.54 1.09 1.09

1.20 1.20 0.97 0.97 0.02

Rent Mrs.Suman Jain Mrs.Sangeeta jain Sh.Mohan Lal Jain NM Industries Pvt.Ltd

Promoter Spouse of Promoter Promoter Company in which promoters are interested Total Firm in which promoters are interested Firm in which promoters are interested Company in which promoters are interested Total

12.13 13.33

20.74 23.14

4.50 6.68 2.18 2.18 1.95

Commission NCML & Co 2.47 2.29 0.65 4.19

Maash Agroil

0.02

4.25

0.06

0.06

N.M.Agro Private Limited

0.06 0.06 0.02

0.17 6.89 2.35 0.65 4.25

Purchase N.M.Industries Pvt Ltd N. M. Agro Private Limited (Congsignment) NCML & Co.(Congsignment) Company in which promoters are interested Company in which promoters are interested Firm in which promoters are interested Total Freight NCML & Co Firm in which promoters are interested Company in which promoters are interested Total Sales Maash Agroils Firm in which promoters are interested Company in which promoters are interested Firm in which promoters are interested 2,643.04 528.48 736.90 503.16 583.30 928.55 570.96 18.01 4,828.43 112.74 35.97 559.32 44.10 8.89 1,587.46 5,020.15 -

4,269.11

68.64

27.08

2.90

32.35

5.73

29.62 1,619.98 5,052.50

18.37 24.10

N.M.Agro Private Limited

0.63 18.64 -

N.M.Industries Pvt Ltd

928.91

999.93

633.75

NCML & Co.

7,365.71

9,573.43

7,476.90

162

N.M.Agro Private limited

Company in which promoters are interested Total

2,438.96 2,967.44

1,101.88 4,481.82

123.90 8,921.69

40.81 11,197.46 1,562.30 8,047.86

Interest on Loan (Received) N.M.Industries Pvt Ltd

Company in which promoters are interested Total Spouse of Promoter Promoter Promoter Promoter Company in which promoters are interested Wife of promoter son of promoter Total Spouse of Promoter Promoter Promoter Promoter Company in which promoters are interested Wife of promoter son of promoter Total Spouse of Promoter Promoter Promoter Promoter Company in which promoters are interested Wife of promoter son of promoter Total

40.58 0.27 2.19 117.53 137.68 13,275.64 61.17 54.82 189.65 242.90 19,110.27 40.58 41.18 35.89 38.90 76.31 9,133.18

22.75 22.75 17.63 15.86 -

0.01 0.01 -

Loan Given Sangeeta Jain Suman Jain Manish Jain Rajnish Jain N.M. Industries Pvt Ltd.

Kamla Jain Shrenik Jain Loan Received Back Sangeeta Jain Suman Jain Manish Jain Rajnish Jain N.M. Industries Pvt Ltd. Kamla Jain Shrenik Jain Balance outstanding Sangeeta Jain Suman Jain Manish Jain Rajnish Jain N.M. Industries Pvt Ltd. Kamla Jain Shrenik Jain Commission Received

13,533.30

81.85 0.50 19,741.15

9,325.45

33.48

22.25 34.25 17.00 28.50 15,204.75 8.75 15,315.50

10.00 10.00 49.50 50.37 18,217.84 22.50 18,360.21

5.00 36.25 2.50 30.00 7,974.94 8,048.69

9.05 9.05

82.99 19.19 277.07 348.02 121.55 50.60 0.50 899.94

104.97 51.26 176.55 238.84 2,050.67 59.35 0.50 2,682.14

53.80 6.44 36.40 46.31 1,158.24 1,301.19

17.63 6.80 24.43

163

NCML & Co.

Firm in which promoters are interested Company in which promoters are interested Total 0.29 0.29 0.03 0.03 0.39 0.39

0.21

N M Agro Private Limited

0.07 0.28

Consignment & Loading Income N M Agro Private Limited

Company in which promoters are interested Total -

0.03 0.03 -

0.28 0.28

0.02 0.02

Freight Income N M Agro Private Limited Company in which promoters are interested Total Amount receivable at year end Amount payable at year end Unsecured loans at year end Annexure XVII - Statement of dividend declared No dividend has been distributed by NCML Industries Limited in the last five years. Particulars Dividend Sep-12 2012 2011 2010 2009 2008 1,181.72 2,132.87 101.92 2,682.90 661.25 266.22 0.22 0.22 4,617.53 75.18 2,114.45 3,424.92 40.24 81.58 1,525.53 1,922.31 110.46 191.35 5.63 427.62

164

Annexure XVIII - Restated Statement of Investments ` in Lacs Particulars Sep-12 NON CURRENT INVESTMENTS A) Long Term Investments Book Value - Unquoted Maha Nivesh Oils & Foods Private Limited Investment in Mutual Fund -Quoted D.S.P. Blackrock India T.I.G.E.R. Fund Kotak Opportunities Fund Growth Reliance Natural Resources Fund Growth Plan Motilal Oswal Midcap 100 ETF Union KBC Capital Protection Oriented Fund Total (A) B) Short Term Investments Axis Income Saver Growth Total (A+B) Market Value D.S.P. Blackrock India T.I.G.E.R. Fund - Regular Plan Kotak Opportunities Fund Growth Reliance Natural Resources Fund Growth Plan Motilal Oswal Midcap 100 ETF Union KBC Capital Protection Oriented Fund Axis Income Saver Growth Total Market value of Quoted Investment 125.63 24.20 25.16 2012 As on March 31 2011 2010 2009 2008

0.19

0.19

0.19

0.19

0.19

0.19

5.00 6.61 5.00 10.00 100.00

5.00 6.61 5.00 10.00

5.00 6.61 5.00

5.00 6.61 5.00

5.00 6.61 5.00

5.00 6.61 5.00

126.80

26.80

16.80

16.80

16.80

16.80

126.80

26.80

16.80

20.00 36.80

16.80

16.80

6.91 13.18 4.74 0.80 100.00

6.50 12.04 4.88 0.78

7.26 12.66 5.23

7.19 11.83 4.95

6.82 6.08 3.01

6.82 10.79 4.71

20.00 43.97 15.91 22.32

165

FINANCIAL INFORMATION OF OUR GROUP COMPANIES 1. 2. 3. 4. Onaxe Builders and Promoters Private Limited N M Industries Private Limited Maash Agroils Newal Chand Mohan Lal & Co.

1. Onaxe Builders and Promoters Private Limited BRIEF CORPORATE HISTORY OF THE COMAPANY Onaxe Builders and Promoters Private Limited was incorporated on October 14, 2004 with the registrar of companies Delhi and Haryana having registered office at 5, Gujrat Vihar, Vikas Marg, Delhi 110092 India. The company originally incorporated by Mr. Ramesh Kumar and Mr. Shreyansh Dinesh was taken over by the existing promoter group of our company w.e.f September 12, 2012. Board of directors Sr. no 1. 2. Name Mr. Manish Jain Mr. Rajnish Jain DIN 00256375 00256414

Interest of promoters Sr. No 1. 2. Name Mr. Rajnish Jain Mr. Manish Jain Total Number of shares held 5,000 5,000 10,000 Percentage (%) 50.00 50.00 100.00 (`in lacs) March 31, 2010 1.00 1.18 0.00 0.11 1.08 22.70

Brief Financial. Particular Equity share capital Reserves (excluding revaluation reserve) Total Income Profit and loss EPS ( In `) Net Asset Value (NAV) (in `) Source: - Audited Financial Results March 31, 2012 1.00 (4.37) 0.39 (2.90) (29.02) (35.54) March 31, 2011 1.00 (1.47) 8.69 (2.66) (26.65) (8.34)

The company is not a listed Company The company is sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985. The company is not under winding up There are no defaults in meeting any statutory/bank/institutional dues and no proceedings have been initiated for economic offences against the company 2. N M Industries Private Limited

BREIF CORPORATE HISTORY OF THE COMAPANY N M Industries Private Limited was incorporated on March 20, 2008 with the registrar of companies Delhi and Haryana having registered office at 115, Vardhman City 2 Plaza Asaf Ali Road New Delhi India 110002. The company is engaged in business of trading of edible oil. Board of directors Sr. no 1. 2. 3. Name Mr. Manish Jain Mr. Rajnish Jain Ms. Suman Jain DIN 00256375 00256414 00256456

166

4.

Mr. Mohan lal Jain

00273302

Interest of promoters Sr. No 1. 2. 3. 4. Name Mr. Mohan Lal Jain Mr. Rajnish Jain Mr. Manish Jain Ms. Suman jain Number of shares held 9,900 2,79,700 2,79,700 100 Percentage (%) 0.56 15.93 15.93 0.01 (` in lacs ) March 31, 2010 95.60 444.85 9670.53 84.61 8.85 56.41

Brief Financial. Particular Equity share capital Reserves (excluding revaluation reserve) Total Income Profit and loss EPS ( in `.) Net asset value (NAV) (in `) Source: - Audited Financial Results March 31, 2012 175.60 1658.69 25989.95 179.15 14.46 104.46 March 31, 2011 95.60 559.54 10675.72 114.69 12.00 68.45

The company is not a listed Company The company is neither sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 nor is under winding up There are no defaults in meeting any statutory/bank/institutional dues and no proceedings have been initiated for economic offences against the company 3. Maash Agroils

Maash Agroils was formed pursuant to partnership deed dated August 01, 2003 between Mr. Mohan Lal Jain, Mr. Rajnish Jain and Mr. Manish Jain. Maash Agroils is engaged in the business of all kinds of packing of edible oils and other related activities. Interest of promoters Sr. No 1. 2. 3. Name Mr. Mohan Lal Jain Mr. Rajnish Jain Mr. Manish Jain Profit Sharing 1/3 1/3 1/3

Brief Financial. Particulars Partners capital Sales Profit after Tax 4. Newal Chand Mohan Lal & Co. March 31, 2012 13.32 1189.16 3.99 March 31, 2011 10.92 850.77 3.73 (` in lacs) March 31, 2010 8.27 947.08 3.38

Newal Chand Mohan Lal & Co. was formed pursuant to partnership deed dated December 07, 1988 between Mr. Rajnish Jain and Mr. Manish Jain. At present partnerships firm is carried on between Mr. Manish Jain, Mrs. Kamla Jain and Mrs. Sangeeta Jain. Newal Chand Mohan Lal & Co is engaged in the business of trading of edible oils, vanasapati ghee and allied commodities and commission thereof. Its principal place of business is situated at 7-170, Nasratpura, Gaziabad. Interest of promoters Sr. No 1. 2. Name Mr. Manish Jain Mrs. Kamla Jain Profit Sharing 1/3 1/3

167

3.

Mrs. Sangeeta Jain

1/3

Brief Financial. Particulars Partners capital (Debit balance) Sales Profit after Tax Listed companies in the Promoter Group As on the date of this Draft Red Herring Prospectus, there are no listed companies in the Promoter Group Companies with which our promoter have disassociated during last three years Our Promoters have not been disassociated from any company during the last 3 years Common Pursuits Our promoter Company N M Agro Private Limited and Group Companies Viz. N M Industries Private Limited and Maash Agroils and Newal Chand Mohan Lal & Co., have the objects similar to that of Our Compnays Business. The complete details of the business activities of the group entities are mentioned below N M Agro Private Limited The promoter group company N.M Agro Private Limited is engaged in the business of trading in edible oils N M Industries Private Limited The group company N.M Agro Private Limited is engaged in the business of trading in edible oils Maash Agroils The group firm is engaged in the business of edible oils Newal Chand Mohan Lal & Co. The group firm is engaged in the business of edible oils Sales and purchase between our group and associated companies with our companies For details, see section titled Related Party Transactions Annexure XVI of financial information of our company on page 160. The purchase of Offerer Company with Group companies (` in Lacs) Particulars NM Industries Private Limited Newal Chand Mohanlal & Co. N M Agro Private Limited Total September,30 2012 559.32 2012 44.10 During the period ended March, 31 2011 2010 2009 8.89 1587.46 5020.15 2008 March 31, 2012 236.18 4228.77 9.88 March 31, 2011 217.24 10740.36 12.73 (` in lacs) March 31, 2010 131.63 12073.77 27.23

29.62

18.37

4269.11

68.64

27.08

2.90

32.35

5.73

4828.43

112.74

35.97

1619.98

5052.50

24.10

168

% to sales

total

6.73

0.07

0.04

2.40

16.23

0.12

The sales of the Offerer companies with the group companies: (` in Lacs) Particulars Maash Agroils N.M. Industries Private Limited Newal Chand Mohan Lal & co. N M Agro Private Limited Total % to total sales September,30 2012 528.48 2012 736.90 During the period ended March, 31 2011 2010 2009 503.16 583.30 928.55 928.91 999.93 633.75 2008 570.96

2643.04

7365.71

9573.43

7476.90

2438.96

1101.88

12.90

40.81

2967.44 3.90

4481.82 2.71

8921.69 8.73

11197.46 16.00

1562.30 4.80

8047.836 38.35

The trading Operations of the partnership firm, Newal Chand Mohan Lal & Co. has been discontinued w.e.f. 01.01.2012 on account of commencement of the operations of the refinery unit and the activities of Newal Chand Mohan Lal & Co are now clubbed with the Refinery Unit. Business interest of group companies and associated companies in our company Except as mentioned under Related Party Transactions Annexure XVI of financial information of our company on page 160. There is no business interest amongst Group Companies. Changes in Accounting Policies in the last three years Except as mentioned under the paragraph Changes in Significant Accounting Policies, Annexure IV beginning on page 146 under Chapter titled Auditors Report and Financial Information of our Company beginning on page 138 of the Draft Red Herring Prospectus, there have been no changes in the accounting policies in the last three years.

169

MANAGEMENT DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENS You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements included in this Draft Red Herring Prospectus. You should also read the Section titled Risk Factors beginning on page 12 of the Draft Red Herring Prospectus, which enumerates number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company restated financial statements, which have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act, 1956, and the SEBI (ICDR) Regulations, 2009. Our Financial year ends on March 31 of each year except if any mentioned specially. Business Overview. NCML Industries Limited is one of the flagship Company of NCML group. The business activities were started way back in 1960s by trading of edible oils, vanaspati ghee and packing thereof under the proprietorship of Shri Newal Chand Jain. Mr. Mohanlal Jain joined the said business of his father and ran the business as proprietorship till 1996. During the period Mr. Rajnish Jain and Mr. Manish Jain, sons of Mr. Mohanlal Jain started a partnership firm under the name and style of M/s Newal Chand Mohan Lal & Co. for trading of edible oil, vanaspati ghee, and allied commodities and commission thereof. To give the business a corporate shape and to accomplish the thought, M/s Newal Chand Mohan Lal Jain Private Limited was duly incorporated on September 26, 1996 to takeover the aforesaid proprietorship firm. Since then, Mr. Rajnish Jain is associated as Director of the Company. In the FY 1999-00, first brand MAANIK was launched by our group company Newal Chand Mohan Lal & Co. (Partnership Firm) for refined vegetable oil. Till 2003-04, Our Company was mainly engaged in trading of Palm oil, Soya bean oil, Mustard oil, etc which was purely procured from domestic market. Our Company started importing the Vansaspati Oil in the FY 2003-04. In a very short span of time, our Company started importing the crude edible oil from Malaysia, Indonesia, Thailand and Bangkok. Our Promoter Company N. M. Agro Private Limited registered its brand namely SHAN for edible oil, edible fats and preserves and MOTI for refined Mustard Oil in respect of transport, packing, and storage of goods. Till, February 2012 a part of our retail distribution was carried out by our promoter company under the aforesaid brands. After establishing the strong foothold in the trading and imports and with the in-depth understanding of domestic and foreign oil market, Our Company started setting up its own Refinery Unit with an installed capacity of 350 TPD at Khasra No. 512-513-514, Village Chijjarsi, Pilakhua District Hapur U.P. and the same got operational during the last quarter of FY 2011-12. Due to commencement of commercial operations of the Refinery Unit, the brands are used by refinery and also our Company has improved the numbers of branded sales which are as follows: MAANIK MAANIK Gold SHAN MOTI PEARL : : : : : Refined Soya-bean & Refined Cottonseed Refined Soya-bean (Premium Quality) Refined Palm Oil Mustard Pakki Dhani Mustard Kacchi Dhani

The Company has shown robust growth during the last five years. It has improved its top line and bottom line and also has by the time, managed it operations and has widened the reach of the Company. Significant developments subsequent to the last financial year: After September 30, 2012, there have not been any significant material developments.Key factors affecting the results of operation: Our Companys future result of operations could be affected potentially by the following factors: Competition from existing players: Capital expenditure including capacity expansion: Growth from unorganized sector and threat from national/regional players:

170

Companys ability to successfully implement our growth strategy: Changes in law & regulations, Changes in political & social conditions in India, The loss of shutdown of operations of our Company at any time due to strike or labour unrest or any other reasons, Changes in prices of Raw Material: Loss due to delay in execution of projects in time, Changes in International market Discussion on Results of Operation: The following discussion on results of operations should be read in conjunction with the audited financial results of our Company for the financial year ended on 31st March, 2012, 2011 and 2010. RESULTS OF OUR OPERATIONS: Particulars 30th September 2012 Income from continuing operations Revenue from operations Trading Increase/(decrease) Manufacturing Increase/(decrease) Revenue from Electric Generation Increase/(decrease) Other Income Increase/(decrease) Total Revenue Increase/(decrease) Expenses Cost of materials consumed Increase/(decrease) Purchases-Traded Increase/(decrease) Changes in inventories of finished goods, workin-progress and stock-in-trade Employee benefits expense Increase/(decrease) Finance Costs 57,421.32 98.64 (5,797.86) 141.88 0.17 1,217.55 156,509.38 55.45 1,731.36 209.08 97.86 2,620.74 101,409.24 50.19 (3,070.65) 105.67 17.83 2,295.05 593.88 (492.82) 89.68 67,521.85 22,920.21 1,131.03 25,920.07 97.94 346.16 0.43 1,329.81 1.63 81,446.42 223.43 53.60 3,646.63 55.93 169,249.74 61.71 145.46 373.35 2,338.65 701.98 104,662.41 48.83 70,324.82 291.61 30.73 53,850.38 164,415.61 60.91 964.07 102,178.30 45.96 70,002.48 As at 31st 31st March 2012 March 2011

31st March 2010

171

Increase/(decrease) Other expenses Increase/(decrease) Depreciation and amortisation expenses Increase/(decrease) Total Expenses % of Total Income PBDIT % of Total Sales Proft before Tax % of Total Sales Total tax expense Increase/(decrease) Profit After Tax % of total sales

1.49 1,827.10 2.24 285.91 0.35 78,016.11 95.79 4,933.77 6.06 3,430.31 4.30 992.10

14.19 1,635.68 (0.75) 491.61 144.51 164,328.88 97.09 8,033.21 4.75 4,920.86 2.98 1,616.39 133.16

286.45 1,648.08 49.46 201.06 327.14 102,588.45 98.02 4,570.07 4.37 2,073.96 2.03 693.25 38.43 1,380.71 1.32 961.65 1.37 68,862.35 97.92 2,103.41 2.99 1,462.47 2.09 500.82 47.07 1,102.69

2,438.21 2.99

3,304.47 1.95

Financial Information for the period ended September 30, 2012 Revenue from Operation The turnover of the company is ` 79770.45 lacs which includes turnover from trading activity of Rs 53850.38 lacs and from manufacturing activity of Rs 25920.07 lacs. The Revenue from operation is 97.94 % of the total income during said period. The revenue from electric generation is Rs 346.16 lacs which is 0.43 % of the total income during said period. Other Income The other income is ` 1329.81 lacs which is 1.63 % of the total income during said period. Material cost Material cost of the company is ` 80341.53 lacs which is 98.64% of the total revenue during said period. Staff Cost Staff cost is ` 141.88 lacs which is 0.17% of the total revenue during said period. Other Expenses Administrative and selling & distribution expenses are ` 1827.10 lacs which is 2.24 % of the total revenue during said period. Profit before interest, depreciation and tax (PBDIT) PBDIT is ` 4933.77 lacs which is 6.06 % of total income during said period.

172

Profit after tax Profit after tax is ` 2438.21 lacs which is 2.99 % of the total income. Comparison of Financial Year 2012 with Financial Year 2011 Revenue from Operation The trading turnover of the company increased to ` 164415.61 lacs for the FY 2011-2012 as compared to ` 102178.30 lacs during the FY 2010-2011 showing an increase of 60.91 % which was primarily due to increase in quantum of sales. The company has started own manufacturing unit in the month of March,2012 and the manufacturing turnover of the company for the periods is Rs 964.07 lacs for one month. The revenue from electric generation increased to 223.43 lacs for the FY2011-12 as compared to Rs145.46 lacs for the FY 2010-11 showing increase of 53.60 % on account of installing another 2.00 MW windmill at Panikkarkulam Village, Kovilpatti Taluk, Tuticorin District. Other Income The other income increased to Rs 3646.63 lacs for the FY 2011-12 as compared to Rs 2338.65 lacs for the FY 2010-11 showing increase of 55.93 % which was primarily due to increase in the interest on bank st deposits. The outstanding deposit as on 31 March,2012 was ` 67355.77 lacs as compared to Rs 37479.42 st lacs as on 31 March,2011. Material cost The material cost increased to ` 157640.41 lacs for the FY 2011-2012 as compared to ` 101409.24 lacs for the FY 2010-2011 Showing increase of 55.45 % on account of growth of business by 60.91% in the FY201112 as compared to FY 2010-11 and also increase in purchase price of raw material & other purchase costs. Staff Cost The Staff cost increased to Rs. 209.08 lacs for the FY 2011-2012 as compared to ` 105.67 lacs for the FY 2010-2011. The increase of 97.87% was on account of a large number of hires for the oil refining unit that was set up during the year and increase of remuneration of directors by more than 117.06 % in FY2011-12 compared to 2010-11. Other Expenses Administrative and selling & distribution expenses for the FY 2011-2012 are ` 1635.68 lacs as compared to ` 1648.08 lacs in FY 2010-2011. The decrease of 0.75% was due to economies of scale. Profit before interest, depreciation and tax (PBDIIT) PBDIT increased to ` 8033.21 lacs during the FY 2011-2012 from ` 4570.07 lacs for the FY 2010-2011 showing an increase of 75.78% mainly on account of increase of turnover by 60.91 % compared to the previous year. The profit for the FY 2011-2012 is 4.75% of the total income from operations as compared to 4.37% in FY 2010-2011. Depreciation Depreciation has increased to ` 491.61 lacs in FY 2011-2012 from ` 201.06 lacs for the FY 2010-2011 showing an increase of 144.51% due to capital expenditure of ` 4987.06 lacs during the FY 2011-2012. Interest and Financial Charges Interest and financial charges increased to ` 2620.74 lacs in FY 2011-2012 from ` 2295.05 lacs for the FY 2010-2011 showing an increase of 14.19%. The increase is attributed to utilization of working capital limits in the FY 2011-2012. Tax

173

Tax expenses increased to Rs. 1616.39 lacs in FY 2011-2012 from Rs. 693.25 lacs in FY 2010-2011 showing an increase of 133.16% which is duet o higher profit in the FY2011-12 compared to FY 201011.The Profit is 137.27 % higher in the FY 2011-12 compared to FY 2010-11. Profit after tax PAT increased to Rs. 3304.47 lacs in FY 2011-2012 from ` 1380.71 in FY 2010-2011 on account of increase in revenue from operation. The profit after tax is 1.95 % of the total revenue. Comparison of Financial Year 2011 with Financial Year 2010 Revenue from Operations The turnover of the company increased to ` 102178.30 lacs for the FY 2010-2011 as compared to ` 70002.48 lacs during the FY 2009-2010 showing a jump of 45.96 % which was primarily due to increase in sales in terms of quantity and better realization of price in the FY 2010-2011 compared to FY 2009-2010. The revenue from electric generation increased to 145.46 lacs for the FY2010-11 as compared to Rs 30.73 lacs for the FY 2009-10 showing increase of 373.35 % on account of installing another 2.00 MW windmill at Kattarankulam Village, Tirunelveli Taluk, Tirunelveli District. Other Income The other income increased to Rs 2338.65 lacs for the FY 2010-11 as compared to Rs 291.61 lacs for the FY 2009-10 showing increase of 701.983 % which was primarily due to increase in the interest on bank st deposits. The outstanding deposit as on 31 March,2011 was ` 37492.42 lacs as compared to ` 17380.88 st as on 31 March,2010. Material cost The material cost increased to ` 101409.24 lacs for the FY 2010-2011 as compared to ` 67521.85 lacs for the FY 2009-2010, showing 50.19 % on account of growth of business by 45.96 % in the FY2010-11 as compared to FY 2009-10 and increase due to increase price of raw materials. Staff Cost Staff cost increased to `. 105.67 lacs for the FY 2010-2011 as compared to ` 89.68 lacs for the FY 20092010. The increase of 17.83% was on account of increment given to staff and new hires to cope with the increased operation. Other Expenses Administrative and selling & distribution expenses for the FY 2010-11 are ` 1648.08 lacs as compared to ` 1102.69 lacs in FY 2009-10 . The increase of 49.46 % was on account of increase in storage tank charges, custom duty and freight charges. Profit before Interest, Depreciation and tax (PBDIT) PBDIT increased to ` 4570.07 lacs in FY 2010-2011 from ` 2103.41 lacs in FY 2009-2010 showing an increase of 117.27% mainly on account of sharp boost in turnover. The profit for the FY 2010-2011 is 4.37 % of the total income from operations as compared to 2.99 % in FY 2009-2010. Depreciation Depreciation for the FY 2010-2011 has increased from ` 201.06 lacs in FY 2010-2011 to ` 47.07 lacs in 2009-2010, with an increase of 327.14% due to the increase in capital expenditure and the accelerated depreciation on windmills. Interest and Financial Charges The interest and other financial charges in the FY 2010-2011 were Rs. 2295.05 lacs as compared to ` 593.88 lacs in FY 2009-2010. The increase of 286.45% was due to the term loans on account of windmills set up during the year.

174

Tax Expense Tax expense during the FY 2010-2011 increased 38.43% to ` 693.25 lacs from ` 500.82 lacs during the FY 2009-2010on account of higher profit in the FY2010-11. Profit after tax PAT increased to ` 1380.71 lacs in FY 2010-2011. The same was ` 961.65 lacs during the FY 2009-2010. The increase in PAT was 43.58% due to increase in income from operations by 48.83%. The profit after tax is 1.32 % of the total revenue. Related Party Transactions Refer the annexure to financial information on Related Party Transactions Financial Market Risks We are exposed to the financial market risks prevalent to any business unit such as changes in borrowing costs, interest rates and inflation. Interest Rate Risk Any change in the interest rates on credit facilities will have a nega tive impact on the companys performance. Effect of Inflation Growth in the rate of inflation would impact the purchasing power of the customer thereby reducing demand and consequently sales of our products. Factors that may affect the results of the operations: (a) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. There have been no unusual or infrequent events or transactions that have taken place. (b) Significant economic changes that materially affected or are likely to affect income from continuing operations. There are no significant economic changes that may materially affect or are likely to affect income from continuing operations. (c) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations. Apart from the risks as disclosed under Section Risk Factors beginning on Page 12 of this Draft Red Herring Prospectus, there are no other known trends or uncertainities that have had or are expected to have a material adverse impact on revenue or income from continuing operations. (d) Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known. Our Companys future costs and revenues will be determined by the demand/supply situation as well as government policies in place at that time. (e) Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices. Increases in revenues are linked to increases in volume of business. (f) Total turnover of each major industry segment in which the issuer operated.

175

For details of turnover of industry segment, refer Chapter Industry Overview on page 68 of this Draft Red Herring Prospectus. (g) Status of any publicly announced new products or business segment. Our Company has not announced any new products and segments other than those mentioned in this Draft Red Herring Prospectus. (h) The extent to which business is seasonal. Our Companys business is not seasonal in nature. (i) Any significant dependence on a single or few suppliers or customers. Our Company is not significantly dependant on a single or a few suppliers or customers for its business. (j) Competitive conditions. For the competitive conditions, refer Chapters Industry Overview and Business Overview beginning on pages 68 and 74 of this Draft Red Herring Prospectus respectively.

176

SECTION VII-LEGAL AND OTHER REGULATORY INFORMATION OUTSTANDINGS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES In respect to this offer, our Company certifies that except as stated herein, there is no: (a) Litigations against the offerer or against any other company whose outcome could have a materially adverse effect of the position of the offerer; Litigations against the directors involving violation of statutory regulations or alleging criminal offence; Criminal/ civil prosecution against the directors for any litigation towards tax liabilities; Pending proceedings initiated for economic offences against the offerer or its directors ; Adverse findings, if any, in respect of the offerer as regards compliance with the securities laws; Past cases in which penalties were imposed by the authorities concerned on the offerer, directors, promoters or group companies/entities or subsidiary company Outstanding litigations, defaults, etc. pertaining to matters likely to affect operations and finances of the offerer , including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of 1956) etc. in respect of the offerer company ; Pending litigations, disputes, defaults, nonpayment of statutory dues, overdues to banks or financial institutions, defaults against banks or financial institutions, contingent liabilities not provided for, proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), disciplinary action taken by the Board or stock exchanges against the offerer or its directors ; Pending litigations in which the promoters are involved, defaults to the financial institutions or banks, non-payment of statutory dues and dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares, by the promoters and group companies/entities, and proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), disciplinary action taken by the board or recognized stock exchanges against the offerer, directors, promoters and group companies/entities; Pending litigations, defaults, etc. in respect of group companies/entities with which the promoters were associated in the past but are no longer associated in case their name(s) continue to be associated with the particular litigation(s); Litigations/ defaults/over dues or labour problems/ closure etc. faced by group companies/entities; Litigations against the promoter involving violation of statutory regulations or alleging criminal offence; Pending proceedings initiated for economic offences against the promoters, group companies/entities; Adverse findings, if any, in respect of the persons/entities connected with the offerer /subsidiary company/promoter/ group companies or entities as regards compliance with the securities laws; Criminal laws Cases filed by the Company Nil Cases filed against the Company Nil Cases filed by the Promoters-Nil Cases filed against the Promoters- Nil Cases filed by the Directors- Nil Cases filed against the Directors 1 Case No. Instituti on date Parties Authority /Court Subject Matter /Relief/ History Amou nt( in `) Present status Likely adverse effect on the

(b) (c) (d) (e) (f)

(g)

(h)

(i)

(j)

(k) (l) (m) (n)

1. a) b) c) d) e) f)

Sr. No.

177

financial s of issuer Co. 1 1520 2/06 03.05.2 006 Mr. Rajnish Jain Vs. Central Government CJM-I Ghaziaba d Mr. Krishan Kumar, U.D.C., Passport Office, Ghaziabad has filed FIR against Mr. Rajnish Jain under section 186/353 IPC for obstructing him from performing his duty. The complainant issued a letter dated nd 22 November, 2006 to Station House Officer,Kavi Nagar, Ghaziabad stating that since Mr. Rajnish Jain tendered a written apology therefore he doesnt want to pursue the case in court of Law. However the case is pending before CJM-I Ghaziabad. Pending -

g) Cases filed by the Group Companies or entities/ associate concerns-Nil h) Cases filed against the Group Companies or entities/ associate concerns Nil 2. a) b) c) d) e) f) g) h) 3. a) b) c) d) S r. N o. Under securities laws Cases filed by the Company - Nil Cases filed against the Company- Nil Cases filed by the Promoters - Nil Cases filed against the Promoters Nil Cases filed by the Directors - Nil Cases filed against the Directors - Nil Cases filed by the Group Companies or entities/ associate concerns - Nil Cases filed against the Group Companies or entities/ /associate concerns - Nil Under tax laws Cases filed by the Company Nil Cases filed / Notices issued against the Company-Nil Cases filed by the Promoters- Nil Cases filed/ Notices issued against the Promoters- 2 cases and 1 Notice Ca Instit Parties Author Subject Matter se ution ity /Relief/ History No. date /Court

Amou nt(in `)

Present status

Likely adverse effect on the financial s of issuer

178

Co. 1 27 8/2 00 9 27.11. 2009 Mr. Rajnish Jain Vs. The Commissioner of Income Tax, Ghaziabad Income Tax Officer, Ward-2(2), Ghaziabad. High Court, Allahab ad An addition of ` 606,069/- was made under Section 148 of the Income Tax Act 1961 to the income of the Appellant (Mr. Rajnish Jain) for the AY 1998-99 by the Income Tax Officer. Mr. Rajnish Jain challenged the said order before the ITAT but the ITAT upheld the order of Income Tax Officer. Being aggrieved from the order of ITAT, Mr. Rajnish Jain approached the Hon'ble High Court of Allahabad u/s 268 of Income Tax Act 1961. An appeal against the order of the Income Tax Appellate Tribunal, Delhi Bench "A" dated 19.06.2009 for AY 1998-99 pending before the High Court of Judicature at Allahabad. An addition of ` 606,069/- was made under Section 148 of the Income Tax Act 1956 to the income of the Appellant (Mr. Manish Jain) for the AY 1998-99. Mr. Manish Jain challenged the said order before the ITAT but the ITAT upheld the order of Income Tax Officer. Being aggrieved from the order of ITAT, Mr. Manish Jain filed an appeal with the Hon'ble High Court of Tax on an addition al income of ` 437142/ Case admitte d and hearing date is awaited As the case is relating to the director, it will not have any adverse effect on the financials of the company .

52 3 /20 09

27.11. 2009

Mr. Manish Jain Vs. The Commissioner of Income Tax, Ghaziabad Income Tax Officer, Ward-1(4), Ghaziabad

High Court, Allahab ad

Tax ` Case 437142/ admitte d and hearing date is awaited

As the case is relating to the director, it will not have any adverse effect on the financials of the company .

179

Allahabad u/s 268 of Income Tax Act 1961. An appeal against the order of the Income Tax Appellate Tribunal, Delhi Bench "A" dated 19.06.2009 for AY 1998-99 pending before the High Court of Judicature at Allahabad.

N M Agro Private Limited Income Tax Assessment Year 2011-12 th 1) An intimation was issued on 28 January, 2012 raising demand of ` 3, 59,596 for st the Assessment year 2011-12. The company had filed the rectification on 1 November, 2012 seeking correction in ITR processing on account of miscalculation of depreciation. The matter is pending and in the meantime the company had received th notice under section 143(2) of the income Tax Act on 10 September, 2012 asking certain details in connection with the return filed by the company for Assessment year 2011-12. e) Cases filed by the Directors- Nil f) Cases filed against the Directors-Nil g) Cases filed by the Group Companies or entities /associate concerns- Nil h) Cases filed/ Notices issued against the Group companies or entities/ associate concerns- 2 Notices M/s Newal Chand Mohan Lal & Co. Income Tax Assessment Year 2010-11 1) Notice under section 133 (6) of the Income Tax Act th Notice has been issued under section 133(6) of the Income Tax Act, 1961 on 7 December, 2012 by Income Tax Officer for Assessment Year 2010-11 demanding certain details/documents in connection with the purchase made by N M Agro Private Limited. Income Tax Assessment Year 2011-12 2) Notice under section 143 (2) of the Income Tax Act Notice has been issued under section 143(2) of the Income Tax Act, 1961 on 10 September, 2012 by Assessing Officer for Assessment Year 2011-12 demanding certain information in connection with return filed by the company
th

4. a) b) S r. N o.

Under civil laws Cases filed by the Company Nil Cases filed against the Company- 1 Ca Instit Parties se ution No. date

Author ity /Court

Subject Matter /Relief/ History

Amou nt (In ` )

Present status

Likely adverse effect on the financial s of issuer Co. If decided

34/ 12-

04.01.

U.P Government

State

Collect or,

The company purchased

had the

` 41,93,

Pending

180

13

2008 Vs. NCML Limited Industries

Ghazia bad

property at II-B/1 Sector-II, GMP Residential Colony, Nehru Nagar, Ghaziabad, admeasuring the land of 572.42 Sq. mts and constructed area of 853.12 sq, mts. The stamp duty was paid considering the said property as residential. However the notice was issued under section 47(a) of Indian Stamp Act, 1899 for inadequate stamp duty payment. The collector of Ghaziabad had passed an order on th 30 October,2012 for deficiency of stamp duty amounting to ` 38,11,300 and penalty of ` 3,82,000 making total of ` 41,93,300 along with simple interest @ 1.5% per month from the date of sale deed. The company had already paid ` 8,04,104 (` 542233 Stamp duty+ ` 66667 Penalty + ` 195204 Interest ) on th 14 December,2009 against the order of Deputy Collector th dated 10 Novemebr,2009.

300/alongw ith simple interes t @ 1.5% per month

against the company , it will have adverse effect on the financials of the company to the extent of amount involved.

c) d) e) f) g) h) 5. a) b) c) d) e) f)

Cases filed by the Promoters Nil Cases filed against the Promoters Nil Cases filed by the Directors Nil Cases filed against the Promoters Nil Cases filed by the Group Companies or entities/subsidiary company/associate concerns- Nil Cases filed against the Group companies or entities/subsidiary company/associate concerns- Nil Under Labour laws Cases filed by the Company Nil Cases filed against the Company- Nil Cases filed by the Promoters - Nil Cases filed against the Promoters Nil Cases filed by the Directors - Nil Cases filed against the Directors - Nil

181

g) Cases filed by the Group Companies or entities/subsidiary company /associate concerns- Nil h) Cases filed against the Group companies or entities/subsidiary company /associate concerns-Nil 6. a) b) S r. N o. Under various statutory laws Cases filed by the Company Cases filed against the Company-4 Ca Instit Parties se ution No. date

Author ity /Court

Subject Matter /Relief/ History

Amou nt

Present status

Likely adverse effect on the financial s of issuer Co. If decided against the company , it will have adverse effect on the financials of the company to the extent of amount involved.

34 7/1 21211

03.07. 2010

Commercial Tax Officer, Ahmedabad Vs. NCML Limited Industries

Commi ssioner of Comm ercial Taxes, Ahmed abad

Appeal pending before Commissioner, Commercial Tax Department, Gujarat against the order of penalty on account of levying VAT/CST on High Seas sale transactions by treating the same as Interstate Sales. Vide order dated 03.07.2010, The Commercial Tax Officer imposed a penalty to the tune of ` 8.92 crores against NCML Industries Limited under section 45(1) of the Gujarat Value Added Tax Act 2003. Being aggrieved by the above said order, NCML Industries Limited preferred an appeal. The said appeal was admitted subject to the furnishing of Bank Guarantee of ` 1 crore. Accordingly NCML Industries Limited submitted the Bank Guarantee in compliance of the order issued by the Commissioner, Commercial tax Department,

` 8,92,0 0,000

Pending for hearing

182

Ahmedabad, while admitting the appeal.

25 1

12.12. 2011

Assistant Commissioner, Commercial Tax Department, Uttar Pradesh Vs. NCML Industries Limited

Comm ercial Tax Depart ment Uttar Prades h

The Commercial Tax Department, Uttarpradesh had issued show cause notice under section 50 of Uttar Pradesh Value Added Tax for deficiencies in the documents for purchasing the plant and machineries. The reply given by the company was not found satisfactory and the department had issued order for deposit of ` 9, 84,000 (40% of the value of the goods amounting to ` 24, 60,000) as security for release of goods. The company had deposited ` 9, 84,000 as security. The Commercial Tax Department, Uttarpradesh had issued show cause notice under section 50 of Uttar Pradesh Value Added Tax for deficiencies in the documents for purchasing the Electrical panel and accessories. The reply given by the company was not found satisfactory and the department had issued order for deposit of ` 2, 40,000 (40% of the value of the goods amounting to ` 6, 00,000) as security for release of goods. The company had deposited ` 2,

` 98400 0

The matter is pending

If decided against the company , it will have adverse effect on the financials of the company to the extent of amount involved

28 14

14.08. 2012

Assistant Commissioner, Commercial Tax Department, Uttar Pradesh Vs. NCML Industries Limited

Comm ercial Tax Depart ment Uttar Prades h

` 24000 0

The matter is pending

If decided against the company , it will have adverse effect on the financials of the company to the extent of amount involved.

183

40,000 as security. 4 31 73 22.09. 2012 Assistant Commissioner, Commercial Tax Department, Uttar Pradesh Vs. NCML Industries Limited Comm ercial Tax Depart ment Uttar Prades h The company had sold the Edible oil to M/S Om Prakash Bal Kishan, Naya Bazar, Loni, Ghaziabad Against. Inv. No. 2170 Dt. 21.09.12 of ` 225000/-. The purchaser was unregistered dealer and as per the circular of the commissioner, in case of sale of goods in excess of ` 50,000 to unregistered dealer the ID proof/PAN is compulsory to be attached with the invoice. The company had not followed the circular and during the transportation of said goods the show cause notice was issued under section 48 of Uttar Pradesh Value Added Tax. The reply given by the company against the said Show Cause notice was not found satisfactory and the department had issued order for deposit of ` 90,000 ( 40% of the value of the goods amounting to ` 2,2,5,000) as security for release of goods. The company had deposited ` 90,000 as security. c) d) S r. N o. Cases filed by the Promoters Nil Cases filed against the Promoters 1 Ca Instit Parties se ution No. date ` 90000 Penalty has been paid and the matter is under protest If decided against the company , it will have adverse effect on the financials of the company to the extent of amount involved.

Author ity /Court

Subject Matter /Relief/ History

Amou nt

Present status

Likely adverse effect on the financial s of

184

issuer Co. 1 31 0/2 00 9 09.11. 2009 Mr. Ravinder Samrat Vs. N M Agro Private Limited District Consu mer Redres sal Forum, Ghazia bad A complaint was filed in district consumer redressal forum, Ghazaiabd by Mr. Ravinder Samrat against the company for compensation on account of insect found inside an intact 5 liter bottle of "Moti" mustard oil produced by the company. The case is pending for further hearing. Date of next hearing 29.03.2 013. As the case is relating to the group entity, it will not have any adverse effect on the financials of the company .

` 500,00 0

e) f) g) h)

Cases filed by the Directors - Nil Cases filed against the Directors - Nil Cases filed by the Group Companies or entities/associate concerns- Nil Cases filed against the Group companies or entities/associate concerns-Nil

Penalties imposed in past cases for the last 5 years Past cases in which Penalties imposed on our Company Sr. No. Amount of penalty/ fine imposed n Rs. ) Brief particulars regarding the penalty imposed Remarks (paid/payable) and reasons thereof

` 59,460

` 9,000

Penalty imposed under section 271 (1)(c)for furnishing in accurate particulars in the income tax for A.Y. 2007-08. Penalty imposed by Company law th Board for extending date upto 13 May, 2009 for filing for satisfaction of charge.

Paid.

Paid

Other defaults There is no other default involving the offerer company or its subsidiary, its director, promoters, promoter group entities. Amount Outstanding to SSI Undertaking or other creditors There are no SSI Undertakings or other creditors to whom the Company owes an amount exceeding ` 1 Lac which is outstanding for more than 30 days from the due date. Material Developments Except as stated above, there are no material developments after the date of the last audited balance sheet, which may materially affect the performance, or prospects of the Company.

185

GOVERNMENT AND OTHER STATUTORY APPROVALS Investment Approvals (FIPB/RBI etc.) In view of the approvals listed below, the Company can undertake this Offer and its current business activities and no further major approvals from any governmental or regulatory authority except proposed activities of Company or any other entity are required to undertake the Issue or continue its business activities. Certain approvals have elapsed in their normal course and the Company has either made an application to the appropriate authorities for renewal of such licenses and/or approvals or is in the process of making such applications. Following statement sets out the details of licenses, permissions and approvals obtained by the Company under various Central and State Laws for carrying out its business. (A) Registration under the Companies Act, 1956: Sr. No. 1. Authority Granting Approval Registrar of Companies, National Capital Territory of Delhi and Haryana Registrar of Companies, National Capital Territory of Delhi and Haryana Approval/ Registration No. 55-82284 Of 199697 CINU51909DL1996PT C082284 Applicable Laws Companies Act, 1956 Companies Act, 1956 Nature Of Approvals Certificate Of Incorporation Fresh certificate of Incorporation consequent on Change of Name from Newal Chand Mohan Lal Jain Private Limited To NCML Exim Private Limited. Fresh certificate of Incorporation consequent on Change of Name from NCML Exim Private Limited. To NCML Industries Private Limited. Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause Fresh certificate of Incorporation consequent on Change of Name from NCML Industries Validity Valid, till Cancelled

2.

Valid, till Cancelled

3.

Registrar of Companies, National Capital Territory of Delhi and Haryana

U51909DL1996PT C082284

Companies Act, 1956

Valid, till Cancelled

4.

Registrar of Companies, National Capital Territory of Delhi and Haryana

U51909DL1996PT C082284

Companies Act, 1956

Valid, till Cancelled

5.

Registrar of Companies, National Capital Territory of Delhi and Haryana

U51909DL1996PL C082284

Companies Act, 1956

Valid, till Cancelled

186

6.

Registrar of Companies, National Capital Territory of Delhi and Haryana

U65923DL1996PL C082284

Companies Act, 1956

Private Limited to NCML Industries Limited on Conversion to Public Limited Company . Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause

Valid, till Cancelled

(B) Registration under various Acts/Rules relating to Income Tax, Sales Tax, Value Added Tax , Central Excise and Service Tax : Sr. No. 1 Authority Granting Approval Income Tax Department Approval/ Registration No. AAACN4248 Applicable Laws Income Tax Act 1967 Income Tax Act 1967 Central Sales Tax (Registration & Turnover) Rules 1957 CST Act 1957 Nature Of Approvals Permanent Account Number Tax Deduction Account Number Taxpayer Identity Number (TIN) Validity Valid, Cancelled Valid, Cancelled Valid, Cancelled till

Income Tax Department

DELN05603D

till

Sales Tax Officer, Department of Central Sales Tax , Maharastra

27590878589C

till

Asst. Commissioner Commercial Tax, Gandhidham, Commercial Tax Department Asst. Commissioner , Commercial Tax Dept. of commercial Tax Government of Uttar Pradesh Assistant Commissioner, Central Excise DivisionHapur Central Excise Officer, Central Board of Excise & Customs Foreign Trade Development Officer , Directorate General of Foreign Trade (DGFT) New Delhi

24011004836

VAT Registration

Valid, Cancelled

till

09388817335

Uttar Pradesh VAT Rules 2008

VAT Registration

Valid, Cancelled

till

AAACN4248AEM001

Central Excise Rules 2002 Finance Act 1994 & Service Tax Rules 1994 The Foreign Trade (Development & Regulation) Act, 1992

Excise Registration Service Tax Registration

Valid, Cancelled Valid, Cancelled

till

AAACN4248ASD002

till

0501059253

ImporterExporter Code

Valid, Cancelled

till

(C) Registration under various Industrial and Labour Laws: Sr. No. 1 Authority Granting Approval Deputy Director of factories, Uttar Pradesh Approval/ Registration No. GZB-5367 Applicable Laws The Factories' Act 1948 Nature Of Approvals Factory Licence Validity December 2013 31,

187

Deputy Director of Boilers, Kanpur, Uttar Pradesh Hapur-Pilkhuwa Development Authority

UP/6943

Letter 452/HDPA/09

No:

The Indian Boilers Act 1923 -

Licence to use Boiler Approval to use land for industrial purpose Registration Certificate

May 18, 2013

Valid, Cancelled

till

Office of the Assistant Provident Fund Commissioner, Meerut, Uttar Pradesh

MRMRT2003120118

Employees' Provident Fund & Miscellaneou s Provisions Act, 1952

Valid, Cancelled

till

(D) Other Laws & Regulations: Sr. No. 1. Authority Granting Approval Chief Environmental Officer, UP Pollution Control Board, Lucknow Approval/ Registration No. Consent Letter No.G459/H92 Applicable Laws Environment Protection Act 1986 Nature Of Approvals Consent to Storage and disposal of Hazardous Wastes Standard of Weights & Measures Act 1976 Validity September 2014 9,

2.

Measurement Officer , Standard of Weights & Measures.

Acknowledgement Receipt No. 23714

3.

Chief officer Fire Prevention, Fire Prevention Department, Ghaziabad, Uttar Pradesh

Letter No. FS-LR-209/2012

Registration under Standard of Weights & Measures Rules Uttar Pradesh Fire Prevention and Fire Safety Act, 2005

March 13, 2014

No Objection Certificate from Fire Prevention Department

September 25, 2013 and shall be renew every year

(E) Quality Certification & Registrations: Sr. No. 1 Authority Granting Approval International Accreditation Forum Approval/ Registration No. QS/ISO90/2459 Nature Of Approvals ISO 9001:2008 Certification Validity November 20, 2013

(F) LIST OF APPROVALS APPLIED FOR BUT YET NOT RECEIVED: Sr. No. 4. Authority granting Approval Food Safety and Standards Authority of India Member Secretary, Uttar Pradesh Pollution Control Board. Member Secretary, Uttar Pradesh Pollution Control Board. Applicable Law Food Safety and Standards Act, 2006 Water (prevention and Control Pollution) Act 1974 Air (prevention and Control Pollution) Act 1981 Nature of Approval License

5.

Consent Letter (Renewal Due)

6.

Consent Letter (Renewal Due)

188

(G) LIST OF APPROVALS YET TO APPLY Sr. No. 2. Authority Granting Approval General Manager DIC Ghaziabad, Director of Industries , Uttar Pradesh Approval/ Registration No. 090091305044 Applicable Laws Micro Small and Medium Enterprises Act 2007 Nature Of Approvals DIC Registration

189

OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer The Offer has been authorised by a resolution of the Board of Directors passed at their meeting held on February 28, 2013. The Selling Shareholders have approved the transfer of Equity Shares pursuant to the Offer as set out below: Sr. No. 1. 2. 3. Name of the Selling Shareholder Mohit Nidhi Agro Oil Private Limited Sundaram Distributors Private Limited Jagprem Vyapar Private Limited Date of Board Resolution February 28, 2013 February 28, 2013 February 28, 2013 Number of Equity Shares offered for sale 34, 62, 000 9,87,200 15,50,800

The Selling Shareholders have confirmed that they have held the Equity Shares proposed to be offered in the Offer for more than one year prior to the date of filing of the Draft Red Herring Prospectus with SEBI and that the Selling Shareholders have not been prohibited from dealing in securities market and the Equity Shares offered are free from any lien, encumbrance or third party rights. We have received in-principle approvals from the BSE and the NSE for the listing of Equity Shares pursuant to letters dated [] and [], respectively. Prohibition by SEBI and RBI Our Company, Promoters, Promoter Group, Directors, Group Companies, the natural persons having control over the promoter and the selling shareholders, have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authorities. None of our Promoters, Directors was or also is a promoter, director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by the SEBI. Our Directors are not in any manner associated with the securities market and no action has been taken by the SEBI against any of the Directors or any entity with which our Directors are involved as promoters or directors. Neither our Company, our Promoters or their relatives (as defined in the Companies Act), Group Companies, nor our Directors, have been identified as willful defaulters by the RBI or any other government authorities. There are no violations of securities laws committed by any of them in the past or pending against them. Eligibility for the Offer Our Company is eligible for the Offer in accordance with Regulation 26(1) of the SEBI Regulations as explained under the eligibility criteria calculated in accordance with the restated financial statements: Our Company has net tangible assets of at least Three Crores Rupees in each of the preceding three full years (of 12 months each); Our Company had a minimum average pre-tax operating profit of Rupees Fifteen Crores calculated on restated basis during the most profitable years of our Company from the financial years ended 2008, 2009, 2010, 2011 and 2012; Our Company has a net worth of at least One Crore Rupees in each of the three preceding full years (of 12 months each); The aggregate of the proposed Offer and all previous issues/offer made in the same financial years in terms of the offer size is not expected to exceed five times the pre-Offer net worth of our Company as per the audited balance sheet of the Company for the preceding financial year; and

190

The name of our Company was not changed within the last one year. Our Companys net tangible assets, networth, pre-tax operating profit and derived from the audited restated of our Company for the financial years ended March 31, 2008, 2009, 2010, 2011, 2012 and for the period ended September 30, 2012 (` in Lacs) March March 31, 2009 31, 2008 1,150.71 339.45 1,150.71 372.36 246.15 372.36

For the Financial year and period ended (1) Net Tangible Assets Pre-Tax Operating profit Net worth
(3) (2)

September 30, 2012 23,784.24 2,438.21

March 31, 2012 19,071.53 3,304.47

March 31, 2011 6,193.04 1,380.70

March 31, 2010 3,312.35 961.64 3,312.35

23,784.24 19,071.53 6,193.04 Source: Restated Audited Financial Statements of the Company

(1) Net tangible assets = Total non-current assets (excluding intangible assets) + total current assets non current liabilities current liabilities (2) Pre-tax operating profit comprises restated profit before tax, excluding other income. (3) Net worth means the aggregate of Equity Share capital and reserves and surplus, excluding miscellaneous expenditure, if any. Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be allotted shall not be less than 1,000 failing which the entire application monies shall be refunded forthwith. SEBI DISCLAIMER CLAUSE "IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKER, CORPORATE STRATEGIC ALLIANZ LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY AND THE SELLING SHAREHOLDERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND SELLING SHAREHOLDERS DISCHARGES THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKER CORPORATE STRATEGIC ALLIANZ LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED MARCH 25, 2013 WHICH READS AS FOLLOWS: 1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENTS DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID OFFER; 2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF

191

THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT: (A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE OFFER; (B) ALL THE LEGAL REQUIREMENTS RELATING TO THE OFFER AS ALSO THE REGULATIONS GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND (C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED OFFER AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS. 3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID. 4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFILL THEIR UNDERWRITING COMMITMENTS.- NOTED FOR COMPLIANCE 5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. 6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS. 7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE OFFER. WE UNDERTAKE THAT AUDITORS CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERSCONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC OFFER. NOT APPLICABLE 8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT OFFER FALL WITHIN THE MAIN OBJECTSLISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE COMPANY. NOT APPLICABLE. AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

192

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE OFFER ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE OFFER AND THE COMPANY SPECIFICALLY CONTAINS THIS CONDITION. - NOTED FOR COMPLIANCE. 10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE- NOT APPLICABLE AS THE OFFER SIZE IS MORE THAN 10 CRORES, HENCE UNDER SECTION 68B OF THE COMPANIES ACT, 1956, THE EQUITY SHARES ARE TO BE TRANSFERRED IN DEMAT ONLY. 11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. 12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS: (A) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY AND (B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME. 13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE OFFER- NOTED FOR COMPLIANCE. 14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE COMPANY, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC. 15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY. 16. WE ENCLOSE STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED BY MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THIS ISSUE), AS PER FORMAT SPECIFIED BY THE BOARD. FORMAT FOR DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY CORPORATE STRATEGIC ALLIANZ LIMITED

193

Sr. No.

Issue Name

Iss ue Siz e` (Cr .)

Is su e Pr ic e (` )

Listi ng Date

Op eni ng Pri ce on List ing Dat e

Clos ing Pric e on Listi ng Dat e

Indo Thai Securiti es Ltd. Rushil Decor Ltd. Timbor Home Ltd.

29. 6

74

Nov 02, 2011 July 07, 2011 June 22, 2011

75

23

% Chan ge in Price on listin g date (Clos ing vs. Issue Price ) (68.9 1)

Benchma rk Index on Listing Date (Closing) (BSE)

Closi ng Price as on th 10 Calen dar Day from Listin g Day

Benchm ark Index as on th 10 Calendar Day from Listing Day (Closing)

Closi ng Price as on th 20 Calen dar Day from Listin g Day

Benchm ark Index as on th 20 Calendar Day from Listing Day (Closing)

Closi ng Price as on th 30 Cale ndar Day from Listin g Day

17464.85

16.95

17192.82

12.15

16065.42

11.37

Benc hmar k Index as on th 30 Calen dar Day from Listin g Day (Closi ng) 1684 6.83

40. 63 5

72

81. 25 72

119. 65 91.2

66.25

19078.3

136.5

18561.92

130.6 5 42.90

18432.25

107.6 5 42.05

1730 5.87 1872 2.3

23.2 63 47

44.76

17550.63

61.70

18762.80

18411.62

TABLE 2: SUMMARY STATEMENT OF DISCLOSURE Tot Total Nos. of IPO trading Nos. of IPO trading al Fund at discount on listing at premium on listing No. s date date of Raise IP d` Os (Cr.) Over Betwe Less Over Betwe Less 50% en 25than 50% en 25than 50% 25% 50% 25% F.Y 2012-13 F.Y 3 93.48 1 NIL NIL 1 1 NIL 2011-12 2 F.Y 2010-11 Financi al Year

Nos. of IPO trading at discount as on th 30 calendar day from listing date

Nos. of IPO trading at premium as on th 30 calendar day from listing date

Over 50% 1 -

Betwe en 2550% 1 -

Less than 25% NIL -

Over 50% NIL -

Betwe en 2550% 1 -

Less than 25% NIL -

17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM LEGITIMATE BUSINESS TRANSACTIONS. THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY AND THE SELLING SHARHOLDERS FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/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 BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WILL BE COMPLIED WITH AT THE TIME OF FILING OF THE RED HERRING WITH THE RoC IN TERMS OF 60B OF THE COMPANIES ACT. ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WILL BE COMPLIED WITH AT THE TIME OF REGISTRATION OF THE PROSPECTUS WITH THE RoC IN TERMS OF SECTION 56, 60 AND SECTION 60B OF THE COMPANIES ACT, 1956.

194

Caution- Disclaimer from Our Company, the Selling Shareholders, and the Book Running Lead Manager Investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not issue, sell, pledge, or transfer the Equity Shares of our Company to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Selling Shareholders, Underwriters and their respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our Company. The BRLM and their respective associates and affiliates may engage in transactions with, and perform services for, our Company, the Selling Shareholders and their respective group companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, the Selling Shareholders and their respective group companies, affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. Our Company, the Directors, the Selling Shareholders and the BRLM accept no responsibility for statements made otherwise than in this DRHP or in the advertisements or any other material issued by or at our Companys instance of the above mentioned entities and anyone depending on any other source of information, including our website: www.ncml.co.in would be doing so at his or her own risk. The BRLM accept no responsibility, save to the limited extent as provided in the Offer Agreement and the Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholders and our Company. All information shall be made available by our Company, the Selling Shareholders and BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at bidding centres etc. Our Company, the Selling Shareholders or any member of Syndicate is not liable for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Disclaimer in respect of Jurisdiction This Offer is being made in India to persons resident in India including Indian nationals resident in India who are not minors and competent to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the applicable trust law and who are authorized under their constitution to hold and invest in shares, and any FII sub account registered with SEBI which is a foreign corporate or goreign individual, permitted insurance companies and pension funds) and to FIIs and Eligible NRIs. This Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself 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 Ahmedabad only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for observations. Accordingly, our Companys Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there

195

has been no change in our Companys affairs from 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 of 1933, as amended (the Securities Act), and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Equity Shares are being offered and sold only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each Bidder where required agrees that such Bidder will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. Filing of Prospectus with the Board and the Registrar of Companies 1. A copy of this Draft Red Herring Prospectus has been filed with SEBI at Northern Regional Office: th The Regional Manager, 5 Floor, Bank of Baroda Building, 16, Sansad Marg, New Delhi 110 001. 2. A copy of Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered for registration to the ROC and a copy of the Prospectus required to be filed under Section 60 of the Companies Act would be delivered for registration with th 4 floor, IFCI Tower, 61, Nehru Place, New Delhi - 110019.

Disclaimer Clause of Bombay Stock Exchange Limited (the Designated Stock Exchange) Bombay Stock Exchange Limited (the Exchange) has given vide its letter no. [] dated [] permission to the Company to use the Exchange name in this Draft Red Herring Prospectus as one of the stock exchanges on which this Companys securities are proposed to be listed. The Exchange has scrutinized this Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner: i. Warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; or ii. Warrant that this Companys securities will be listed or will continue to be listed on the Exchange; or iii. Take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company; and it should not for any reason be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Disclaimer Clause of National Stock Exchange Limited As required, a copy of the Draft Red Herring Prospectus had been submitted to NSE. NSE has given vide its letter no. [] dated [] permission to our Company to use NSEs name in this Draft Red Herring Prospectus as one of the stock exchanges on which our Companys securities are proposed to be listed. NSE has scrutinised the Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company. It is to be distinctly understood that the aforesaid

196

permission given by NSE should not in any way be deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring Prospectus; nor does it warrant that the Companys securities will be listed or will continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Listing Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares. The BSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalized. If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock Exchanges mentioned above, our Company and the Selling Shareholders will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days after our Company and the Selling Shareholders become liable to repay it, then our Company, the Selling Shareholders and every Director who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above are taken within 12 Working Days of the Bid/Offer Closing Date. Further, the Selling Shareholders confirm that all steps, as may be reasonably required and necessary, will be taken for the completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within 12 Working Days of the Bid/Offer Closing Date. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956, which is reproduced below: "Any person who: Makes in a fictitious name, an application to a Company for acquiring or subscribing for, any shares therein, or Otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five (5) years." Consents The written consents of Directors, Company Secretary & Compliance Officer, Book Running Lead Manager to the Offer, Banker to the Company, Banker to the Offer*, Escrow Collection Banks*, Syndicate Members*, Legal Advisor to the Offer, Registrar to the Offer, Auditors and IPO Grading agency* to act in their respective capacities have been obtained and will be filed along with a copy of the DRHP with the ROC as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the ROC. *The aforesaid will be appointed prior to filling of the Red Herring Prospectus with ROC and their consents as above would be obtained prior to filling of the Red Herring Prospectus with ROC . Expert Opinion Our Company has received consent from the Peer Review Auditor namely, M/s. Mehra & Co. Chartered Accountants to include their names as an expert in this Draft Red Herring Prospectus in relation to the

197

reports of the auditors and financial informationof our Company dated March 15, 2013. The statement of tax benefits dated March 15, 2013 given by statutory Auditor of the Company by M/s Manoj & Associates in the form and context in which it appears in this Draft Red Herring Prospectus. Except the report of [] in respect of the IPO grading of this Issue which will be ann exed with the Draft Red Herring Prospectus and except for the Examination Report of the Auditors of our Company on the restated financial information and staetment of tax benefits accuring to the Company included in this Draft Red Herring Prospectus, we have not obtained any expert opinions. Offer Related Expenses The expenses of this Offer include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. For further details of Offer related expenses, see the section Objects of the Offer on page 54 of this Draft Red Herring Prospectus. SCSBs would be entitled to a processing fee of ` 15 per valid Bid cum Application Form submitted by ASBA Bidders to the Syndicate Members in the Specified Cities and submitted by the Syndicate Members to SCSBs. Other than the listing fees and certain portion of advertising expenses which will be borne by our Company, all expenses relating to the Offer as mentioned above will be shared between the Selling Shareholders on a pro-rata basis, in the ratio of the Equity Shares sold by each of the Selling Shareholders in the Offer. Fees Payable to Book Running Lead Manager to the Offer The total fees payable to the Book Running Lead Manager (including underwriting Commission and selling Commission and reimbursement of their out-of pocket expenses) will be as per the Engagement Letter, a copy of which is available for inspection at the Registered Office of our Company. Fees Payable to the Registrar to the Offer The fees payable by the Selling Shareholders to the Registrar to the Offer for processing of application, data entry, printing of CAN/ refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the Memorandum of Understanding signed with the Company dated March 1, 2013 signed among our Company, Registrar to the Offer and the selling shareholders, a copy of which is available for inspection at Registered Office. The Registrar to the Offer will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable them to send refund orders or allotment advice by registered post/ speed post/ through such other mode as may be permitted. Underwriting commission, brokerage and selling commission Since this is an initial public offering of our Company, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since inception of our Company. Commission payable to SCSBs The brokerage and selling commission payable to SCSBs for the ASBA Bid cum Application Form Forms procured by them would be at par as payable to brokers for the Bid forms procured by them. However in case, where ASBA Bid cum Application Form are being procured by Syndicate Members / sub syndicate, then selling commission would be payable to Syndicate Members / sub syndicate and for processing of such ASBA Bid cum Application Form, SCSBs would be given a prescribe fee of ` 15 per ASBA Bid cum Application Form processed by them. Previous Public or Rights Issue There have been no public or rights issue by our Company during the last five years.

198

Previous issues of Equity Shares otherwise than for cash Except as stated in the section titled Capital Structureon page 42 of this Draft Red Herring Prospectus, we have not made any previous issues of shares for consideration otherwise than for cash. Capital issue during the last three years NCML Industries Limted and its Group Companies have not made any capital issue during the last three years. Listed Ventures of Promoters There are no listed ventures of our Company as on date of filing of this Draft Red Herring Prospectus. Promise vis-a-vis Performance Since neither our Company nor our Promoter Group Companies have made any previous rights or public issues during last 10 years, Promise vis-a-vis Performance is not applicable. Outstanding debentures or bonds and redeemable preference shares and other instruments There are no outstanding debentures or bonds or redeemable preference shares and other instruments issued by the Company as on the date of this DRHP. Stock Market Data for our Equity Shares This being an Initial Public Offering of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange. Mechanism for Redressal of Investor Grievances The agreement between the Registrar to the Offer, our Company and the Selling Shareholders provides for the retention of records with the Registrar to the Offer for a period of at least three years from the last date of dispatch of the letters of Allotment, demat credit and refund orders to enable the investors to approach the Registrar to the Offer for redressal of their grievances. All grievances relating to the Offer may be addressed to the Registrar to the Offer, giving full details such as name, address of the applicant, application number, number of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant SCSB or the member of the Syndicate (in Specified Cities), as the case may be, where the Bid cum Application Form was submitted by the ASBA Bidder, giving full details such as name, address of the applicant, application number, number of Equity Shares applied for, amount paid on application and designated branch or the collection centre of the SCSBs or the member of the Syndicate (in Specified Cities), as the case may be, where the Bid cum Application Form was submitted by the ASBA Bidder. Disposal of Investor Grievances by our Company Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB (in case of ASBA Bidders), for redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has constituted an Investors Grievances Committee comprising of Mr. Sanjay Tickoo, Mr. Dinesh Kalra and Mr. Manish Jain as members. Our Company has also appointed Rakesh Kumar Bajaj, company secretary of our company, as the compliance officer for this Offer and he may be contacted in case of any pre-Offer or post-Offer related problems at the following address: Mr. Rakesh Kumar Bajaj

199

NCML Industries Limited Compliance Officer and Company Secretary 1818, Naya Bazar Delhi 110006 Tel. No. +91 -11-23233715-18 Email: investors@ncml.co.in Changes in auditors There has been no change in the Auditors of the company during the last three years. Capitalization of reserves or profits during last five (5) years Our Company has not capitalized any reserve during last five (5) years except for issue of Bonus Shares as described in Capital Structure on Page 42 of this Draft Red Herring Prospectus. Revaluation of assets during the last five (5) years Our Company has not revalued its assets in the last five years.

200

SECTION VIII- OFFER RELATED INFORMATION TERMS OF THE OFFER The Equity Shares being offered pursuant to the Offer shall be subject to the provisions of the Companies Act, the Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus, Bid cum Application Form, the Revision Form, the CAN and other terms and conditions as may be incorporated in the Allotment Advices and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to laws, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government, Stock Exchanges, RoC, the RBI and/or other authorities, as in force on the date of the Offer and to the extent applicable, or such other conditions as may be prescribed by SEBI, the RBI and/or any other authorities while granting its approval for the Offer. Ranking of Equity Shares The Equity Shares being offered pursuant to the Offer shall be subject to the provisions of the Companies Act and the Memorandum and Articles of Association and shall rank pari-passu with the existing Equity Shares including rights in respect of dividend. The Allottees will be entitled to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, see the section Main Provisions of Articles of Association on page 244 of this Draft Red Herring Prospectus. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to its shareholders in accordance with the provisions of the Companies Act and the Memorandum and Articles of Association and provisions of the Listing Agreement to be entered into with the Stock Exchanges. Face Value and Offer Price The face value of the Equity Shares is ` 10 each and the Offer Price is ` [] per Equity Share. The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company and the Selling Shareholders in consultation with the BRLM and advertised in one English national daily one Hindi national daily and one regional language in Delhi each with wide circulation, and made available on the websites of the Stock Exchanges, at least five Working Days prior to the Bid/Offer Opening Date. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the websites of the Stock Exchanges. At any given point of time there shall be only one denomination for the Equity Shares. Compliance with SEBI Regulations Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights: Right to receive dividends, if declared; Right to attend general meetings and exercise voting powers, unless prohibited by law; Right to vote on a poll either in person or by proxy; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied; Right of free transferability subject to applicable law, including any RBI rules and regulations; and Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the terms of the Listing Agreement executed with the Stock Exchanges and our Memorandum and Articles of Association.

For a detailed description of the main provisions of the Articles of Association relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, see the section Main Provisions of Articles of Association on page 244 of this Draft Red Herring Prospectus. Market Lot and Trading Lot and Option to Receive Equity Shares in Dematerialized Form

201

In terms of Section 68B of the Companies Act, the Equity Shares shall be Allotted only in dematerialized form. As per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialized form. Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in this Offer will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [] Equity Shares. Jurisdiction Exclusive jurisdiction for the purpose of this Offer is with the competent courts/authorities at Delhi. Nomination Facility to Investor In accordance with Section 109A of the Companies Act, the sole or First Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s) shall, in accordance with section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office or to the Registrar and Transfer Agent of our Company. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of Section 109A of the Companies Act shall, upon the production of such evidence as may be required by the Board, elect either: To register himself or herself as the holder of the Equity Shares; or To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment will be made only in dematerialized form, there is no need to make a separate nomination with our Company. Nominations registered with respective depository participant of the applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective depository participant. Minimum Subscription and Minimum Allotment In terms of the SEBI Regulations, the requirement for minimum subscription is not applicable to the Offer. However, our Company is required to Allot Equity Shares constituting at least 25% of its post-Offer paid-up Equity Share capital. In the event such minimum Allotment is not made in this Offer, our Company and the Selling Shareholders shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days from the date on which our Company and the Selling Shareholders becomes liable to pay the amount, our Company and the Selling Shareholders shall pay interest as prescribed under Section 73 of the Companies Act. Further, our Company shall ensure that the number of prospective Allottees to whom Equity Shares will be Allotted shall not be less than 1,000. Arrangement for disposal of Odd Lots There are no arrangements for disposal of odd lots. Restriction on transfer or transmission of Equity Shares

202

Except for lock-in of the pre-Offer Equity Shares the Offer as detailed in Capital Structure - Notes to the Capital Structure Details of Lock-in 46 on page of this Draft Red Herring Prospectus, and except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of shares and on their consolidation/splitting except as provided in the Articles of Association. For details, see Main Provisions of the Articles of Association - Sub-division, Consolidation and Cancellation of Share Certificate on page 249 of this Draft Red Herring Prospectus. The Equity Shares have not been reviewed or recommended by any U.S. federal or state securities commission or regulatory authority. The foregoing authorities have not confirmed the accuracy or determined the adequacy of this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved. Our Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act. The Equity Shares have not been and will not be registered under the Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only (i) outside the United States, to non-U.S. Persons in offshore transactions in reliance on Regulation S; and (ii) to investors within the United States and U.S. Persons that are both (A) qualified institutional buyers as defi ned in Rule 144A and (B) qualified purchasers as defined in Section 2(a)(51) and related rules of the U.S. Investment Company Act in reliance on Section 3(c)(7) of the U.S. Investment Company Act. Prospective purchasers in the United States are hereby notified that our Company is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and exemptions from the U.S. Investment Company Act. Each purchaser of Equity Shares that is located within the United States or who is a U.S. Person, or who has acquired the Equity Shares for the account or benefit of a U.S. Person will be required to represent and agree, among other things, that such purchaser (i) is a U.S. QIB and a QP; and (ii) will only reoffer, resell, pledge or otherwise transfer the Equity Shares in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S and under circumstances that will not require our Company to register under the Investment Company Act, in each case in accordance with all applicable securities laws. Each other purchaser of the Equity Shares will be required to represent and agree, among other things, that (i) such purchaser is a non-U.S. person acquiring the Equity Shares in an offshore transaction in accordance with Regulation S, and (ii) any reoffer, resale, pledge or transfer of the Equity Shares by such purchaser will not be made to a person in the United States or to a person known by the undersigned to be a U.S. Person, in each case in accordance with all applicable securities laws.

203

OFFER STRUCTURE Offer of 60,00,000 Equity Shares for cash at a price of ` [] per Equity Share (including share premium of ` [] per Equity Share) aggregating to ` [] lakhs through an offer for sale by the Selling Shareholders. The Offer will constitute 25.48% of the post-Offer paid-up Equity Share capital of our Company. This Offer is being made through a 100% book building process and the details of the Offer Structure are as follows: Retail- Individual Particulars QIBs Non-Institutional Bidders Bidders Number of Shares (1) Equity 30,00,000 of Offer Size shall be allocated on a proportionate basis to QIBs. Not less than 9,00,000 Equity Shares shall be available for allocation or Offer less allocation to QIB Bidders and Retail Individual Bidders. Not less than 15% of the Offer or the Offer less allocation to QIB Bidders and Retail Individual Bidders. Not less than 21,00,000 Equity Shares shall be available for allocation or Offer less allocation to QIB Bidders and Non Institutional Bidders. Not less than 35% of the Offer or the Offer less allocation to QIB Bidders and Non Institutional Bidders.

Percentage of Offer Size Available for Allocation

50% of Offer Size shall be allocated on a proportionate basis to QIBs. However, not less than 5% of the QIB Portion shall be available for allocation proportionately to Mutual Funds only. Mutual Funds participating in the 5% reservation in the QIBs Portion will also be eligible for allocation in the remaining QIB Portion. The unsubscribed portion in the Mutual Fund reservation will be available to QIBs*.

Basis of Allocation if Respective category is oversubscribed

Proportionate as follows: (a) 1,50,000 Equity Shares aggregating to [] Lacs, constituting 5% of the QIB portion, shall be available for allocation on a proportionate basis to Mutual Funds; (b) 28,50,000 Equity Shares aggregating to [] Lacs, shall be available on a proportionate basis to all QIBs including Mutual Funds receiving allocation as per (a) above

Proportionate.

In the event, the Bids received from Retail Individual Bidders exceeds 21,00,000 Equity Shares, then the maximum number of Retail Individual Bidders who can be allocated to the minimum Bid Lot will be computed by dividing the total number of Equity Shares available for allocation to Retail Individual Bidders by the Minimum Bid Lot (Maximum RII Allottees). The allocation to Retail Individual Bidders will then be made in the following manner:

204

 In the event the number of Retail Individual Bidders who have submitted valid Bids in the Offer is equal to or less than Maximum RII Allottees, (i) Retail Individual Bidders shall be allocated the minimum Bid Lot; and (ii) the balance Equity Shares, if any, remaining in the Retail Portion shall be allocated on a proportionate basis to the Retail Individual Bidders who have received allocation as per (i) above for less than the Equity Shares Bid by them (i.e. who have Bid for more than the minimum Bid Lot). In the event the number of Retail Individual Bidders who have submitted valid Bids in the Offer are more than Maximum RII Allottees, the Retail Individual Bidders (in that category) who will then be allocated minimum Bid Lot shall be determined on draw of lots basis. For details see, Offer ProcedureIllustration Explaining Procedure of Allocation / Allotment to Retail Individual Bidders on page 238 of this Draft Red Herring Prospectus. [] Equity Shares so that the Bid Amount is not more than ` 2,00,000 and in multiples of [] Equity Shares thereafter Such number of Equity Shares whereby the Bid Amount does not exceed ` 200,000

Minimum Bid

Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000 Such number of Equity Shares in Multiple [] of Equity Shares, such that Bid does not exceeds the Offer size, subject to applicable limits. Compulsorily in dematerialized form One Equity Share [] Equity Shares and in multiples of [] Equity

Such number of Equity Shares in Multiple of [] Equity Shares, such that the Bid Amount exceeds ` 2,00,000 Such number of Equity Shares not exceeding the Offer subject to applicable limits.

Maximum Bid

Mode of Allotment

Trading Lot Bid Lot

Compulsorily in dematerialized form One Equity Share [] Equity Shares and in multiples of [] Equity

Compulsorily in dematerialized form One Equity Share [] Equity Shares and in multiples of [] Equity

205

Allotment Lot

Who can Apply (2)

Terms Payment(3)

of

Shares thereafter. [] Equity Shares and in multiples of one Equity Shares thereafter. Public financial institutions, as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, foreign institutional investors and sub accounts registered with SEBI (other than a sub account which is a foreign corporate or foreign individual) multilateral and bilateral development financial institutions, Venture Capital Funds, AIFs, foreign venture capital funds registered with SEBI, State Industrial Development Corporations, permitted insurance Companies registered with the Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with minimum corpus of ` 2500 Lakhs and pension funds with minimum corpus of ` 2500 Lakhs in accordance with applicable law and National Investment Funds set up by the Government of India, Insurance funds set up and managed by Army, Navy or Air Force of the Union of India and Insurance funds set up and managed by the Department of Posts, India Full Bid Amount shall be payable at the time of submissions of Bid cum Application Form. ASBA Facility is compulsory for QIB making application in this Offer^

Shares thereafter. [] Equity Shares and in multiples of one Equity Shares thereafter Resident Indian individuals, eligible NRIs, HUFs (in the name of Karta), , companies, corporate bodies, scientific institutions, societies and trusts, sub account of FIIs registered with SEBI, which are Foreign Corporates or Foreign Individuals.

Shares thereafter. [] Equity Shares and in multiples of one Equity Shares thereafter. Resident Indian individuals, Eligible NRIs and HUFs, applying through their Karta, minors applying through their natural guardian and applying for Equity Shares such that the Bid Amount does not exceed ` 200,000 in value.

Full Bid Amount shall be payable at the time of submissions of Bid cum Application Form. ASBA Facility is compulsory for QIB making application in this Offer^

Full Bid Amount shall be payable at the time of submissions of Bid cum Application Form. In case of ASBA bidders, the SCSB shall be authorised to block the bid amount mentioned in the ASBA Form.

206

Full Bid Amount on Full Bid Bidding Bidding th ^Circular No CIR/CFD/DIL/1/2011 Offerd on 29 April 2011. 1.

Margin Amount

Amount

on

Full Bid Bidding

Amount

on

Subject to valid Bids being received at or above the Offer Price, this Offer is being made in accordance with Rule 19(2)(b)(i) of the SCRR, as amended and under the SEBI Regulations, where the Offer will be made through the Book Building Process wherein 50% of the Offer will be allocated on a proportionate basis to QIBs. Out of the QIB Portion, 5% will be available for allocation on a proportionate basis to Mutual Funds only. The remainder will be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 1, 50,000 Equity Shares, the balance Equity Shares available for Allocation in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. Further, not less than 15% of the Offer will be available for allocation on a proportionate basis to NonInstitutional Bidders and not less than 35% of the Offer will be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in QIBs, Non- Institutional and Retail Individual categories would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLM and the Selling Shareholders and in accordance with applicable laws, rules, regulations and guidelines. Any unsubscribed portion in any reserved category shall be added to the Net Offer to the public.

2.

In case of joint Bids, only the name of the First Bidder (which should also be the first name in which the beneficiary account is held) should be provided in the Bid cum Application Form. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders and the investors should ensure that the demat account is also held in the same joint names and in the same sequence in which they appear in the Bid cum Application Form. Please note that other than FIIs (investing under Schedule 2 of the FEMA Regulations), Eligible NRIs (applying on a non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations) and Non-Residents are not permitted to participate in this Offer.

3.

In case of ASBA Bidders, the SCSB shall be authorized to block such funds in the bank account of the Bidder that are specified in the Bid cum Application Form.

Under subscription, if any, in any category, except in the QIB Portion, would be met with spill over from other categories at the discretion of our Company and the Selling Shareholders in consultation with the BRLM and the Designated Stock Exchange. If the aggregate demand by Mutual Funds is less than 1,50,000 Equity Shares aggregating to [] Lacs, the balance Equity Shares available for allocation in the Mutual Fund reservation will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders in proportion to their Bids. Withdrawal of the Offer Our Company and the Selling Shareholders, in consultation with the BRLM, reserve the right not to proceed with the Offer at any time after the Bid/Offer Opening Date but before the Allotment. In such an event our Company would issue a public notice in the newspapers in which the pre-Offer advertisements were

207

published, within two days of the Bid/Offer Closing Date, providing reasons for not proceeding with the Offer. The BRLM, through the Registrar to the Issue/Offer, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one day of receipt of such notification. Our Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. If our Company and the Selling Shareholders withdraw the Offer after the Bid/Offer Closing Date and thereafter determine that they will proceed with an issue of Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. Bid /Offer Period BID/ISSUE OPENS ON BID/ISSUE CLOSES ON [] []

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, IST) during the Bid/Offer Period as mentioned above at the bidding centres and designated branches of SCSBs as mentioned on the Bid cum Application Form. On the Bid/Offer Closing Date, the Bids and any revision in the Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until (i) 4.00 p.m. (IST) in case of Bids by QIB Bidders and Non-Institutional Bidders, and (ii) until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLM to the Stock Exchanges. It is clarified that the Bids not uploaded on the electronic bidding system would be rejected. Retail Individual Bidders may revise their Bids during the Bid/Offer Period. QIB Bidders and Non-Institutional Bidders may revise their Bids upwards (in terms of quantity of Equity Shares or the Bid Amount) during the Bid/Offer Period. Such upward revision(s) must be made using the Revision Form. QIB Bidders and Non-Institutional Bidders are not permitted to lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m. (IST) on the Bid/Offer Closing Date. All times mentioned in this Draft Red Herring Prospectus are Indian Standard Times. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Offer Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Offer. Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday). Our Company, the Selling Shareholders or any member of the Syndicate is not liable for any failure in uploading the Bids due to faults in any software/hardware system or otherwise. On the Bid/Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges. Our Company and the Selling Shareholders, in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/Offer Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on either side i.e. the floor price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In case of revision of the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after revision of Price Band subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the changes on the websites of the BRLMs and at the terminals of the Syndicate Members. In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical Bid cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the final data for the purpose of Allotment.

208

OFFER PROCEDURE This section applies to all Bidders. Please note that QIBs and Non-Institutional Bidders can participate in the Offer only through the ASBA process. Retail Individual Bidders can participate in the Offer through the ASBA process as well as the non ASBA process. ASBA Bidders should note that the ASBA process involves application procedures that may be different from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBA process should carefully read the provisions applicable to such applications before making their application through the ASBA process. Please note that all the Bidders are required to make payment of the full Bid Amount along with the Bid cum Application Form. In case of ASBA Bidders, an amount equivalent to the full Bid Amount will be blocked by the SCSBs. Our Company, the Selling Shareholders, the BRLM and the Syndicate Members do not accept any responsibility for the completeness and accuracy of the information stated in this section, and are not liable for any amendment, modification or change in applicable law, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus. Further, pursuant to SEBI Circular dated September 27, 2011 and bearing No. CIR/CFD/DIL/4/2011, the Bid cum Application Form has been standardized i.e., there is a single application form for ASBA and Non- ASBA Bidders, with effect from November 1, 2011. Book Building Procedure In terms of Rule 19(2)(b)(i) of the SCRR, this Offer is for more than 25% of the post-Offer Equity Share capital of our Company. The Offer is being made through the Book Building Process wherein 50% of the Offer shall be available for allocation to QIBs on a proportionate basis, Out of the QIB Portion 5 % will be available for allocation on a proportionate basis to Mutual Funds only. The remainder will be available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Offer will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer will be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price. Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company and the Selling Shareholders in consultation with the BRLM and the Designated Stock Exchange. Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders depository account, including DP ID, PAN and Client ID, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the dematerialized form on the Stock Exchanges. Bidders are required to ensure that the PAN provided in the Bid cum Application Form is exactly the same as the PAN of the person(s) in whose name the relevant beneficiary account is held. In case of joint Bids, only the name of the First Bidder (which should also appear as the first holder of the beneficiary account held in joint names) should be provided in the Bid cum Application Form. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Bid cum Application Form Please note that there is a single Bid cum Application Form for ASBA Bidders (submitted to the SCSBs or through Syndicate ASBA) as well as non-ASBA Bidders. All Bidders other than the ASBA Bidders are required to submit their Bids through the Syndicate only. ASBA Bidders are required to submit their Bids, either through the SCSBs or through the Syndicate (in Specified Cities). The prescribed colour of the Bid cum Application Form for the various categories is as follows: Category Resident Indians and Eligible NRIs (applying on a non-repatriation basis) Colour of Bid Application Form White cum

209

FIIs (applying on a repatriation basis)

White

All Bidders other than the ASBA Bidders are required to submit their Bids through the Syndicate only. ASBA Bidders are required to submit their Bids through the SCSBs or with the Syndicate (only in the Specified Cities), authorizing blocking of funds that are available in the bank account specified in the Bid cum Application Form. In the case of Specified Cities, the ASBA Bids may either be submitted with the Designated Branches or with the Syndicate. Bidders other than ASBA Bidders shall only use the Bid cum Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids. In case an ASBA Bidder opts to submit Bid cum Application Form in electronic mode, such Bidder shall submit the same either through the internet enabled bidding and banking facility available with the SCSB, or other secured, electronically enabled mechanism for bidding and blocking funds in the ASBA Account held with the SCSB. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection centre of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder. The Bidder should preserve this acknowledgment slip and should provide the same for any queries relating to non-Allotment of Equity Shares in the Offer. ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application Form is submitted to a member of the Syndicate only in the Specified Cities. ASBA Bidders should also ensure that Bid cum Application Forms submitted to the members of the Syndicate in the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the Bid cum Application Forms, is maintained has not named at least one branch at that location for the members of the Syndicate to deposit Bid cum Application Forms (a list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum Application Form is submitted to a Designated Branch of a SCSB where the ASBA Account is maintained. Upon completion and submission of the Bid cum Application Form to a Syndicate or the SCSB, the Bidder is deemed to have authorized our Company and the Selling Shareholders to make the necessary changes in this Draft Red Herring Prospectus as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or subsequent notice of such changes to the Bidder. Upon the filing of the Prospectus with the RoC, the Bid cum Application Form shall be considered as the application form. Who can Bid? Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, as amended. Furthermore, based on the information provided by the Depositories, our Company shall have the right to accept Bids belonging to an account for the benefit of a minor (under guardianship); Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: Name of Sole or First bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta. Bids by HUFs would be considered at par with those from individuals; Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in equity shares under their respective constitutional or charter documents; Mutual Funds registered with SEBI; Eligible NRIs on a non-repatriation basis subject to applicable laws. NRIs other than the Eligible NRIs cannot participate in this Offer; Indian financial institutions, scheduled commercial banks (excluding foreign banks), regional rural banks, co-operative banks (subject to RBI regulations and the SEBI Regulations and other laws, as applicable);

210

FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual under the QIB category; Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non-Institutional Bidders category. Venture Capital Funds registered with SEBI; Foreign Venture Capital Investors registered with SEBI; Multilateral and Bilateral development financial Institutions; AIFs registered with SEBI; State Industrial Development Corporations; Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to trusts/societies and who are authorized under their respective constitutions to hold and invest in equity shares; Scientific and/or industrial research organisations authorized in India to invest in equity shares; Insurance companies registered with Insurance Regulatory Development Authority; Provident Funds with a minimum corpus of ` 2500 lakhs and who are authorized under their constitutional documents to hold and invest in equity shares; Pension Funds with a minimum corpus of ` 2500 lakhs and who are authorized under their constitutional documents to hold and invest in equity shares; National Investment Fund; Limited liability partnerships registered under the LLP Act; Insurance funds set up and managed by the army, navy or air force of the Union of India; Insurance funds set up and managed by the Department of Posts, India; and Any other person eligible to Bid in this Offer, under the laws, rules, regulations, guidelines and policies applicable to them and under Indian laws.

As per the existing regulations, OCBs cannot participate in this Offer. Please note that other than FIIs (investing under Schedule 2 of the FEMA Regulations), Eligible NRIs (applying on a non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations) and Non-Residents are not permitted to participate in this Offer. The Equity Shares have not been reviewed or recommended by any U.S. federal or state securities commission or regulatory authority. The foregoing authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved. Our Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act. The Equity Shares have not been and will not be registered under the Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only (i) outside the United States, to non-U.S. Persons in offshore transactions in reliance on Regulation S; and (ii) to investors within the

211

United States and U.S. Persons that are both (A)qualified institutional buyers as defined in Rule 144A and (B) qualified purchasers as defined in Section 2(a)(51) and related rules of the U.S. Investment Company Act in reliance on Section 3(c)(7) of the U.S. Investment Company Act. Prospective purchasers in the United States are hereby notified that our Company is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and exemptions from the U.S. Investment Company Act. Each purchaser of Equity Shares that is located within the United States or who is a U.S. Person, or who has acquired the Equity Shares for the account or benefit of a U.S. Person will be required to represent and agree, among other things, that such purchaser (i) is a U.S. QIB and a QP; and (ii) will only reoffer, resell, pledge or otherwise transfer the Equity Share s in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S and under circumstances that will not require our Company to register under the Investment Company Act, in each case in accordance with all applicable securities laws. Each other purchaser of the Equity Shares will be required to represent and agree, among other things, that (i) such purchaser is a non-U.S. person acquiring the Equity Shares in an offshore transaction in accordance with Regulation S, and (ii) any reoffe r, resale, pledge or transfer of the Equity Shares by such purchaser will not be made to a person in the United States or to a person known by the undersigned to be a U.S. Person, in each case in accordance with all applicable securities laws. Participation by associates and affiliates of the BRLM and the Syndicate Members The BRLM and the Syndicate Members shall not be allowed to subscribe to this Offer in any manner except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and Syndicate Members may subscribe to or purchase Equity Shares in the Offer, either in the QIB Portion or in Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on behalf of their clients. The BRLM and any persons related to the BRLM cannot apply in the Offer. Bids by Mutual Funds An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund Portion. In the event that the demand in the Mutual Fund portion is greater than 125,995 Equity Shares, allocation shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of the QIB Portion, after excluding the allocation in the Mutual Fund Portion. With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any companys paid-up share capital carrying voting rights. There is no reservation in the Issue for Eligible NRIs or FIIs, VCFs or FVCIs registered with SEBI. Eligible NRIs and FIIs, VCFs or FVCIs registered with SEBI will be treated on the same basis as other categories for the purpose of allocation. In accordance with the FEMA and the regulations framed there under, OCBs cannot Bid in the Offer. Bids by Eligible NRIs Eligible NRIs are permitted to participate in the Offer only on non-repatriation basis. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible

212

NRIs should make payment through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in NRE Account or FCNR Account, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a NRO Account. Payment by drafts should be accompanied by a bank certificate confirming that this draft has been issued by debiting NRE Account, FCNR Account or NRO Account. Bids by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The issue/Offer of Equity Shares to a single FII should not exceed 10% of total post-Offer paid-up share capital of our Company. In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of our total post-Offer paid-up share capital or 5% of our total post-Offer paid-up share capital in case such sub-account is a foreign corporate or a foreign individual. As of now, the aggregate holding of FIIs and sub-accounts in our Company cannot exceed 49% of our total issued and paid-up share capital. Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of Regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended (the SEBI FII Regulations), an FII, as defined in the SEBI FII Regulations, may issue or otherwise deal or hold, in offshore derivative instruments (as defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by a FII against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with know your client norms. An FII is also re quired to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations. Associates and affiliates of the Underwriters including the BRLM and the Syndicate Members that are FIIs may issue offshore derivative instruments against Equity Shares Allotted to them in the Offer. Any such offshore derivative instrument does not constitute any obligation or claim on or an interest in, our Company. Only FIIs investing under Schedule 2 of the FEMA Regulations are permitted to participate in the Offer. Eligible NRIs and FIIs should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or commission. There is no reservation for Eligible NRIs and FIIs. Bids by SEBI registered Venture Capital Funds and Alternative Investment Funds The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended, and the SEBI AIF Regulations, inter alia prescribe the investment restrictions on VCFs and AIFs, respectively. Accordingly, the holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed 25% of the corpus of the VCF. Further, VCFs can invest only up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF cannot invest more than 10% of the corpus in one investee company. A venture capital fund under the category I AIFs, as defined in the SEBI AIF Regulations, can invest only up to 66.67 % of the corpus by way of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulations. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the LLP Act 2008, a certified copy of certificate of registration issued under the LLP Act 2008, must be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without assigning any reason thereof. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company

213

and the Selling Shareholders reserve the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended, are broadly set forth below: (a) equity shares of a company: the least of 10% of the investee companys subscribed capital (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer; the entire group of the investee company: the least of 10% of the respective fund in case of a life insurer or 10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPs); and the industry sector in which the investee company operates: 10% of the insurers total investment exposure to the industry sector (25% in case of ULIPs).

(b)

(c)

Bids by provident funds/pension funds In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ` 2500 lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid, without assigning any reason thereof. Please note that other than FIIs (investing under Schedule 2 of the FEMA Regulations), Eligible NRIs (applying on a non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations) and Eligible Non-Residents are not permitted to participate in this Offer. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, FIIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the Union of India, insurance funds set up by the Department of Posts, India or the National Investment Fund, provident funds with minimum corpus of ` 250 million and pension funds with a minimum corpus of ` 250 million (in each case, subject to applicable law and in accordance with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, with a certified copy of the memorandum of association and articles of association and/or bye laws, as applicable, must be lodged with the Bid cum Application Form/ASBA Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason. In case of an ASBA Bid pursuant to a power of attorney, a certified copy of the power of attorney must be lodged along with the ASBA Form. In addition to the above, certain additional documents are required to be submitted by the following entities: 1. With respect to Bids by FVCIs, VCFs, FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum Application Form. With respect to Bids by insurance companies registered with the IRDA, in addition to the above, a certified copy of the certificate of registration issued by the IRDA must be lodged with the Bid cum Application Form. With respect to Bids made by provident funds with minimum corpus of ` 2500 Lakhs (subject to applicable law) and pension funds with a minimum corpus of ` 2500 Lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged with the Bid cum Application Form.

2.

3.

214

Our Company in its absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney with the Bid cum Application Form/ASBA Form, subject to such terms and conditions that our Company, and the BRLM deem fit, without assigning any reasons thereof. Maximum and Minimum Bid Size (a) For Retail Individual Bidders: The Bid must be for a minimum of [] Equity Shares and in multiples of [] Equity Shares thereafter, so as to ensure that the Bid Amount does not exceed ` 200,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed ` 200,000. Where the Bid Amount is over ` 200,000, non-QIB Bidders must ensure that they apply only through the ASBA process and such Bidders applying through the ASBA process will be considered for allocation under the Non-Institutional Portion. Furthermore, in case of nonASBA Bids, if the Bid Amount is over ` 200,000, the Bid is liable to be rejected. The Cut-off Price option is an option given only to the Retail Individual Bidders indicating their agreement to Bid for and purchase the Equity Shares at the final Offer Price as determined at the end of the Book Building Process. Retail Individual Bidders can revise their Bid during the Bid/Offer Period and withdraw their Bid(s) until finalization of Basis of Allotment. For Other Bidders (Non-Institutional Bidders and QIBs): The Bid must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds ` 200,000 and in multiples of [] Equity Shares. A Bid cannot be submitted for more than the Offer size. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them by applicable laws. QIB Bidders and Non- Institutional Bidders cannot withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. QIBs and NonInstitutional Bidders are mandatorily required to submit their Bids through the ASBA process. Non-Institutional Bidders and QIBs are not allowed to Bid at Cut -off Price. In case the Bid Amount reduces to ` 200,000 or less due to a revision of the Price Band, Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non Retail Investors i.e. QIBs and Non Institutional Investors who intend to participate in the Offer are mandatorily required to submit their Bids through the ASBA facility. Bidders are advised to make independent enquiries and ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this DRHP. Information for the Bidders: (a) Our Company and the BRLM shall declare the Bid/Offer Opening Date and Bid/Offer Closing Date in the Draft Red Herring Prospectus to be registered with the RoC and also publish the same in all editions of Hindi national daily and English national daily and one regional language of Delhi with wide circulation. This advertisement shall be in the prescribed format. Our Company will file the Red Herring Prospectus with the RoC at least three working days before the Bid/Offer Opening Date. QIBs and Non-Institutional Bidders can participate in the Offer only through the ASBA process. Retail Individual Bidders have the option to Bid through the ASBA process or the non-ASBA process. Bids by ASBA Bidders shall be accepted by the Designated Branches of the SCSBs in accordance with the SEBI Regulations and any circulars issued by SEBI in this regard. Bidders applying through the ASBA process also have an option to (i) submit the Bid cum Application Form in electronic form; or (ii) submit Bids through the Syndicate (only in the Specified Cities). Copies of the Bid cum Application Form and copies of the Red Herring Prospectus will be available with the Syndicate. For ASBA Bidders, physical Bid cum Application Forms will be available with the Designated Branches of the SCSBs, the Syndicate (in the Specified Cities) and at the Registered Office of our Company. For ASBA Bidders, electronic Bid cum Application Forms will be available on the websites of the NSE and the BSE and the SCSBs. An eligible Bidder, including Eligible NRIs, who would like to obtain the Red Herring Prospectus and/or the Bid cum Application Form can obtain the same from the Registered Office, from the

(b)

(b) (c)

(d)

(e)

215

BRLM or the Syndicate Members. (f) Eligible Bidders who are interested in subscribing for the Equity Shares should approach any of the BRLM or Syndicate Members or their authorized agent(s) to register their Bids. Bidders (who wish to use the ASBA process should approach the Designated Branches of the SCSBs or the Syndicate (only in the Specified Cities) to register their Bids. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms submitted to the members of the Syndicate should bear the stamp of the members of the Syndicate, otherwise they are liable to be rejected. Bid cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch and/or the member of the Syndicate in the Specified Cities, if not, the same are liable to be rejected. Bid cum Application Forms submitted by Bidders whose beneficiary account is inactive shall be rejected. Incomplete Bid cum Application Forms and Bid cum Application Forms without the signature of the Bidder or the First Bidder, as the case may be, are liable to be rejected. The Bid cum Application Form can be submitted by the ASBA Bidders (i) in physical mode, to a member of the Syndicate in the Specified Cities; or (ii) either in physical or electronic mode, to the SCSBs with whom the ASBA Account is maintained. Bid cum Application Form in electronic mode can be submitted only to the SCSB with whom the ASBA Account is maintained and not to the members of the Syndicate. SCSBs may provide the electronic mode of bidding either through an internet enabled bidding and banking facility or other secured, electronically enabled mechanism for bidding and blocking funds in the ASBA Account. ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application Form is submitted to a member of the Syndicate only in the Specified Cities. ASBA Bidders should also ensure that Bid cum Application Forms submitted to the members of the Syndicate in the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is maintained has not named at least one branch at that location for the members of the Syndicate to deposit Bid cum Application Form from ASBA Bidders (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html. ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum Application Form is submitted to a Designated Branch of a SCSB where the ASBA Account is maintained. For ASBA Bids submitted to the members of the Syndicate in the Specified Cities, the members of the Syndicate shall upload the ASBA Bid onto the electronic bidding system of the Stock Exchanges and deposit the Bid cum Application Form with the relevant branch of the SCSB, at the relevant Specified City, named by such SCSB to accept such Bid cum Application Forms from the members of the Syndicate (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html.The relevant branch of the SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form. For ASBA Bids submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form, before entering the ASBA Bid into the electronic bidding system. Except for Bids by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, the Bidders, or in the case of a Bid in joint names, the First Bidder, should mention his/her PAN allotted under the Income Tax Act. In accordance with the circulars issued by SEBI, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction. Any Bid cum Application Form without the PAN is liable to be rejected. With effect from August 16, 2010, the beneficiary accounts of Bidders for whom PAN details have not been verified have been/will be suspended for credit by the Depositories, and no credit of Equity Shares pursuant to the Offer will be made in the accounts of such Bidders.

(g)

(h)

(i)

(j)

(k)

The Bidders should note that in case the DP ID, Client ID and PAN mentioned in the Bid cum Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate or SCSBs do not match with the DP ID, Client ID and PAN available in the database of Depositories, the Bid cum Application Form is liable to be rejected and the Selling Shareholders, our Company, SCSBs and members of the Syndicate shall not be liable for losses, if any. Pre - Offer Advertisement

216

Subject to Section 66 of the Companies Act, our Company shall, after registration of this Red Herring Prospectus with the RoC, publish a Pre-Offer advertisement, in the form prescribed by the SEBI Regulations, in all editions of Hindi national daily and English national daily and one regional language of Delhi with wide circulation. Method and Process of Bidding (a) Our Company and the Selling Shareholders in consultation with the BRLM will decide the Price Band and the minimum Bid Lot size for the Offer and the same shall be advertised in all editions of Hindi national daily and English national daily and one regional language of Delhi with wide circulation and made available on the websites of the Stock Exchanges, at least five Working Days prior to the Bid/Offer Opening Date. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/Offer Period. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the websites of the Stock Exchanges. The Bid/Offer Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. In case of revision in the Price Band, the Bid/Offer Period shall be extended for a minimum period of three Working Days, subject to the total Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be published in all editions of Hindi national daily and English national daily and one regional language of Delhi with wide circulation and also by indicating the change on the websites of the BRLM and at the terminals of the Syndicate. During the Bid/Offer Period, non-ASBA Bidders should approach the Syndicate or their authorised agents to register their Bids. The Syndicate shall accept Bids from all non-ASBA Bidders and the ASBA Bidders in Specified Cities and they shall have the right to vet the Bids during the Bid/Offer Period in accordance with the terms of this Draft Red Herring Prospectus. ASBA Bidders should approach the Designated Branches or the Syndicate (for the Bids to be submitted in the Specified Cities) to register their Bids. With respect to ASBA Bidders, the Bid cum Application Form or the Revision Form shall be submitted (i) either in physical form to the Designated Branches or in electronic form through the internet banking facility available with the SCSBs or any other electronically enabled mechanism for bidding; or (ii) to the Syndicate in Specified Cities. Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to the paragraph titled Bids at Different Price Levels and Revision of Bids below) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Offer Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Offer Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically invalid. The Bidder cannot Bid on another Bid cum Application Form after Bids on one Bid cum Application Form have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate or SCSB will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph Build up of the Book and Revision of Bids on page 218 of this Draft Red Herring Prospectus. The Syndicate/the SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, ( TRS), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form. Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in the manner described in - Escrow Mechanism - Terms of payment and payment into the Escrow Accounts on page 218 of this Draft Red Herring Prospectus. Upon receipt of the Bid cum Application Form from the ASBA Bidder, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid cum Application Form, prior

(b)

(c)

(d)

(e)

(f)

(g)

(h)

217

to uploading such Bids with the Stock Exchanges. (i) (j) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchanges. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request. The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Offer Account or until withdrawal/failure of the Offer or until withdrawal (by Retail Individual Bidders) or rejection of the Bid cum Application Form, as the case may be. Once the Basis of Allotment is finalised, the Registrar to the Offer shall send an appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Offer Account. In case of withdrawal/failure of the Offer, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Offer.

(k)

INVESTORS ARE ADVISED TO NOT SUBMIT THE BID CUM APPLICATION FORMS DIRECTLY TO THE ESCROW COLLECTION BANKS. BIDS SUBMITTED TO THE ESCROW COLLECTION BANKS SHALL BE REJECTED AND SUCH BIDDERS SHALL NOT BE ENTITLED TO ANY COMPENSATION ON ACCOUNT OF SUCH REJECTION. Bids at Different Price Levels and Revision of Bids (a) Our Company and the Selling Shareholders, in consultation with the BRLM and without the prior approval of, or intimation, to the Bidders, reserve the right to revise the Price Band during the Bid/Offer Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed at least five Working Days prior to the Bid/Offer Opening Date and the Cap Price will be revised accordingly. Our Company, in consultation with the Selling Shareholders and the BRLM will finalise the Offer Price within the Price Band, without the prior approval of, or intimation, to the Bidders. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected. Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along with a cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders who Bid at the Cut-off Price, such Retail Individual Bidders will receive refunds of the excess amounts in the manner provided in this Draft Red Herring Prospectus. In accordance with the SEBI Regulations, QIB Bidders and Non-Institutional Bidders are not permitted to lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. QIB Bidders and Non-Institutional Bidders may revise their Bids upwards (in terms of quantity of Equity Shares or the Bid Amount) during the Bid/Offer Period. Such upward revision(s) must be made using the Revision Form. Retail Individual Bidders can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until finalization of Basis of Allotment.

(b) (c)

(d)

(e)

(f)

Escrow Mechanism, Terms of Payment and Payment into the Escrow Accounts For details of the escrow mechanism and payment instructions, see Payment Instructions on page 229 of this Draft Red Herring Prospectus.

218

Electronic Registration of Bids (a) The Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock Exchanges. The Syndicate and the SCSBs will undertake modification of selected fields in the Bid details already uploaded within one Working Day from the Bid/Offer Closing Date. There will be at least one on-line connectivity facility in each city, where a stock exchange is located in India and where Bids are being accepted. None of the BRLM, our Company, the Selling Shareholders or the Registrar to the Offer shall be responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the Syndicate Members or the SCSBs, (ii) the Bids uploaded by the Syndicate Members or the SCSBs, (iii) the Bids accepted but not uploaded by the Syndicate Members or the SCSBs, or (iv) with respect to Bids by ASBA Bidders, Bids accepted and uploaded without blocking funds in the ASBA Accounts. A SCSB shall be responsible for any acts, mistakes or errors or omission and commissions, (i) in relation to the Bids accepted by such SCSB, (ii) in relation to the Bids uploaded by such SCSB, (iii) in relation to the Bids accepted but not uploaded by such SCSB, and (iv) with respect to Bids submitted by the ASBA Bidders with the members of the Syndicate in Specified Cities, Bids accepted and uploaded without blocking funds in the ASBA Accounts by such SCSB. It shall be presumed that for Bids uploaded by the SCSBs, the full Bid Amount has been blocked in the relevant ASBA Account. A member of the Syndicate shall be responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by such member of the Syndicate, (ii) the Bids uploaded by such member of the Syndicate, (iii) the Bids accepted but not uploaded by such member of the Syndicate. With respect to Bids by ASBA Bidders, which are accepted and uploaded by a member of the Syndicate, the Designated Branch(es) of the relevant SCSB, which receives the relevant schedule (along with Bid cum Application Forms), will be responsible for blocking the necessary amounts in the ASBA Accounts. The Stock Exchanges will offer an electronic facility for registering Bids for the Offer. This facility will be available with the members of the Syndicate and their authorized agents and the SCSBs during the Bid/Offer Period. The members of the Syndicate and the Designated Branches of the SCSBs can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis. On the Bid/Offer Closing Date, the Syndicate and the Designated Branches of the SCSBs shall upload the Bids till such time as may be permitted by the Stock Exchanges. Based on the aggregate demand and price for Bids registered on the electronic facilities of the Stock Exchanges, a graphical representation of consolidated demand and price as available on the websites of the Stock Exchanges would be made available at the bidding centres during the Bid/Offer Period. At the time of registering each Bid other than ASBA Bids, the Syndicate shall enter the following details of the Bidders in the on-line system: 1. Bid cum Application Form number; 2. PAN (of the sole/First Bidder); 3. Investor category and sub-category; 4. DP ID and Client ID; 5. Bid Amount; 6. Cheque number or demand draft number; 7. Number of Equity Shares Bid for; and 8. Price per Equity Share.

(b) (c) (d)

(e)

(f)

(g)

(h)

219

With respect to Bids by ASBA Bidders, at the time of registering such Bids, the SCSBs shall enter the following information pertaining to the ASBA Bidders into the on-line system: 1. Bid cum Application Form number; 2. PAN (of the sole/First Bidder); 3. Investor category and sub-category; 4. DP ID and Client ID; 5. Number of Equity Shares Bid for; 6. Price per Equity Share; 7. Bid Amount; and 8. Bank account number of the ASBA Bidder. With respect to ASBA Bids submitted to the members of Syndicate at the Specified Cities, at the time of registering each Bid, the members of Syndicate shall enter the following details on the online system: 1. Bid cum Application Form number; 2. PAN (of the sole/First Bidder); 3. Investor category and sub-category; 4. DP ID and Client ID; 5. Number of Equity Shares Bid for; 6. Price per Equity Share; 7. Bank code for the SCSB where the ASBA Account is maintained; 8. Name of Specified City; 9. Bid Amount; and 10. Bank account number of the ASBA Bidder. (i) TRS will be generated for each of the bidding options when the Bid is registered. It is the Bidders responsibility to obtain the TRS from the Syndicate or the Designated Branches of the SCSBs. The registration of the Bid by the member of the Syndicate or the Designated Branches of the SCSBs does not guarantee that the Equity Shares shall be allocated/Allotted either by the Syndicate, our Company or the Selling Shareholders. Such TRS will be non-negotiable and by itself will not create any obligation of any kind. In case of QIB Bidders, only the (i) SCSBs and (ii) BRLM and their affiliate Syndicate Members (only in the Specified Cities) have the right to accept the Bid or reject it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, QIB Bids can also be rejected on technical grounds listed herein. In case of NonInstitutional Bidders and Retail Individual Bidders, Bids will be rejected on technical grounds listed herein. The BRLM and their affiliate Syndicate Members, as the case may be, may also reject Bids if all the information required is not provided and the Bid cum Application Form is incomplete in any respect. The SCSBs shall have no right to reject Bids, except on technical grounds. The permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders and/or the

(j) (k)

(l)

220

BRLM are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, the Selling Shareholders, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. (m) Only Bids that are uploaded on the electronic bidding system of the Stock Exchanges shall be considered for allocation/Allotment. Members of the Syndicate and the SCSBs will be given up to one day after the Bid/Offer Closing Date to verify DP ID and Client ID uploaded in the electronic bidding system during the Bid/Offer Period after which the Registrar to the Offer will receive this data from the Stock Exchanges and will validate the electronic bid details with depositorys records. In case no corresponding record is available with depositories, which matches the three parameters, namely, DP ID, beneficiary Client ID and PAN, then such bids are liable to be rejected. The details uploaded in the electronic bidding system shall be considered as final and Allotment will be based on such details.

(n)

Build up of the Book and Revision of Bids (a) (b) (c) (d) Bids received from various Bidders through the Syndicate and the SCSBs shall be electronically uploaded to the Stock Exchanges mainframe on a regular bas is. The book gets built up at various price levels. This information will be available with the BRLM at the end of each day of the Bid/Offer Period. Retail Individual Bidders are permitted to revise their Bid(s) during the Bid/Offer Period. During the Bid Offer Period, bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the Price Band using the printed Revision Form, which is a part of the Bid cum Application Form. Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in the Bid cum Application Form and such Bidder is changing only one of the options in the Revision Form, the Bidder must still fill the details of the other two options that are not being revised, in the Revision Form. The Syndicate and the Designated Branches of the SCSBs will not accept incomplete or inaccurate Revision Forms. QIB Bidders and Non-Institutional Bidders are not permitted to lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. QIB Bidders and Non-Institutional Bidders may revise their Bids upwards (in terms of quantity of Equity Shares or the Bid Amount) during the Bid/Offer Period. Such upward revision(s) must be made using the Revision Form. The Bidder can make this revision any number of times during the Bid/Offer Period. However, for any revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate or the SCSB through whom such Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid at Cut-off Price could either (i) revise their Bid; or (ii) make additional payment based on the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed ` 200,000 if the Bidder wants to continue to Bid at Cut-off Price). The revised Bids must be submitted by the ASBA Bidders to the SCSB or to the Syndicate Member (in Specified Cities), where the original Bid was submitted. The non ASBA Bidders need to submit their revised Bids with the member of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment) exceeds ` 200,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms of this Draft Red Herring Prospectus. If, however, the Retail Individual Bidder does not either revise the Bid or make additional payment and the Offer Price is higher than the cap of the Price Band prior to revision, the

(e)

(f)

(g)

(h)

221

number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the Retail Individual Bidder and the Retail Individual Bidder is deemed to have approved such revised Bid at Cut-off Price. (i) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders who have Bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account or unblocked by the SCSBs, as the case may be. Our Company and the Selling Shareholders, in consultation with the BRLM, shall decide the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range of ` 10,000 to ` 15,000. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. With respect to the Bids by ASBA Bidders, if revision of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid Amount. In case of Bids other than ASBA Bids, the Syndicate shall collect the payment in the form of cheque or demand draft if any, to be paid on account of the upward revision of the Bid at the time of one or more revisions. In such cases, the Syndicate will revise the earlier Bid details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment. The excess amount, if any resulting from downward revision of the Bid would be returned to the Retail Individual Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. When a Bidder revises his or her Bid, he or she should surrender the earlier TRS and request for a revised TRS from the Syndicate or the SCSB, as applicable. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as a proof of his or her having revised the previous Bid. In case of revision by Retail Individual Bidders after the Bid/Offer Closing Date, revisions must be made using the Revision Form and must be submitted to the Registrar and no TRS may be provided for the same.

(j)

(k)

(l)

(m)

Price Discovery and Allocation (a) (b) Based on the demand generated at various price levels, our Company in consultation with the Selling Shareholders and the BRLM shall finalise the Offer Price. Only Bids that are uploaded on the online system of the Stock Exchanges shall be considered for allocation/ Allotment. The members of the Syndicate and the SCSBs shall capture all data relevant for the purposes of finalizing the Basis of Allotment while uploading Bid data in the electronic Bidding systems of the Stock Exchanges. In order that the data so captured is accurate the members of the Syndicate and the SCSBs will be given up to one Working Day after the Bid Closing Date to modify/ verify certain selected fields uploaded in the online system during the Bidding Period after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL. Under subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company and the Selling Shareholders in consultation with the BRLM and the Designated Stock Exchange. Allocation to Non-Residents, including Eligible NRIs and FIIs registered with SEBI, applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals In accordance with the SEBI Regulations, QIB Bidders and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until finalization of Basis of Allotment. The Basis of Allotment shall be published on the website of the Registrar to the Offer. If an ASBA Bidder wants to withdraw the Bid cum Application Form during the Bid Offer Period, the ASBA Bidder shall submit the withdrawal request to the SCSB, which shall perform the necessary

(c)

(d) (e)

(f) (g)

222

actions, including deletion of details of the withdrawn Bid cum Application Form from the electronic bidding system of the Stock Exchanges and unblocking of funds in the relevant bank account. (h) If an ASBA Bidder, excluding QIBs, wants to withdraw the Bid cum Application Form after the Bid Offer Closing Date, such ASBA Bidder shall submit the withdrawal request to the Registrar before finalization of Basis of Allotment. The Registrar shall delete the withdrawn Bid from the Bid file. The instruction for and unblocking of funds in the relevant bank account, in such withdrawals, shall be forwarded by the Registrar to the SCSB once the Basis of Allotment has been approved by the Designated Stock Exchange

Signing of the Underwriting Agreement and the RoC Filing (a) (b) Our Company, the Selling Shareholders, the BRLM and the Syndicate Members intend to enter into an Underwriting Agreement after the finalization of the Offer Price. After signing the Underwriting Agreement, our Company and the Selling Shareholders will update and file the updated Red Herring Prospectus with the RoC in accordance with the applicable law, which then would be termed as the Prospectus. Th e Prospectus will contain details of the Offer Price, Offer size, and underwriting arrangements and will be complete in all material respects.

Advertisement regarding Offer Price and Prospectus Our Company will issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Offer Price any material updates between the date of this Draft Red Herring Prospectus, Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Designated Date and Allotment of Equity Shares: (a) Our Company and the Selling Shareholders will ensure that: (i) the Allotment of Equity Shares; and (ii) credit to the successful Bidders depository account will be completed within 12 Working Days of the Bid/Offer Closing Date. After the funds are transferred from the Escrow Account to the Public Offer Account on the Designated Date, our Company and the Selling Shareholders will ensure the credit to the successful Bidders depository account. In accordance with the SEBI Regulations, Equity Shares shall be Allotted only in the dematerialized form to the Allottees. Allottees will have the option to re-materialise the Equity Shares so Allotted as per the provisions of the Companies Act and the Depositories Act.

(b) (c)

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted to them. Issuance of Allotment Advice (a) Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall upload the same on its website. On the basis of the approved Basis of Allotment, our Company shall pass necessary corporate action for Allotment of Equity Shares. Pursuant to confirmation of such corporate action, the Registrar will dispatch Allotment Advice to the Bidders who have been Allotted Equity Shares in the Offer. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Bidder.

(b) (c)

GENERAL INSTRUCTIONS Dos: 1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under applicable law; Ensure that you have Bid within the Price Band; Read all the instructions carefully and complete the Bid cum Application Form in the prescribed

2. 3.

223

form; 4. Ensure that the details about PAN, DP ID and Client ID are included in the Bid cum Application Form and are not incomplete or incorrect; Ensure that details about the Bidders depository account a re mentioned in the Bid cum Application Form and are not incomplete or incorrect and the Bidders depository account is active as Allotment of Equity Shares will be in the dematerialized form only; Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of the Syndicate or with respect to ASBA Bidders, ensure that your Bid is submitted to the Syndicate (only in the Specified Cities) named by the SCSB where the ASBA Account, as specified in the Bid cum Application Forms, is maintained or at a Designated Branch of the SCSB where the ASBA Bidder or the person whose bank account will be utilized by the ASBA Bidder for bidding has a bank account; In relation to the ASBA Bids, ensure that you use the Bid cum Application Form bearing the stamp of the relevant SCSB and/or the Designated Branch and/or the member of the Syndicate (except in case of electronic forms); With respect to Bids by ASBA Bidders, ensure that the Bid cum Application Form is signed by the account holder in case the applicant is not the account holder; Ensure that you have mentioned the correct bank account number in the Bid cum Application Form; QIBs and Non-Institutional Bidders should submit their Bids through the ASBA process only; Ensure that you request for and receive a TRS for all your Bid options; Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB before submitting the Bid cum Application Form under the ASBA process to the respective Designated Branch of the SCSB or a member of the Syndicate (only in Specified Cities); Ensure that the full Bid Amount is paid for the Bids submitted to the Syndicate or funds equivalent to the Bid Amount are available and blocked in case of any Bids submitted through the SCSBs, as the case may be; Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process; Submit revised Bids to the same member of the Syndicate/SCSB through whom the original Bid was placed and obtain a revised TRS; Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in active status; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same; Ensure that the Demographic Details are updated, true and correct in all respects; Ensure that signature of the sole Bidder / First Bidder should be included in the Bid cum Application Form; Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. Ensure that the name given in the Bid cum Application Form is exactly the same as the name in

5.

6.

7.

8. 9. 10. 11. 12.

13.

14. 15. 16.

17. 18.

19.

20.

224

which the beneficiary account is held with the Depository Participant. In case of joint Bids, only the name of the First Bidder (which should also be the first name in which the beneficiary account is held) should be provided in the Bid cum Application Form. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. 21. 22. Ensure that the category and sub-category is correctly indicated; Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are submitted; Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; Ensure that the DP ID, the Client ID and the PAN mentioned in the Bid cum Application Form and entered into the electronic bidding system of the stock exchanges by the members of the Syndicate or the Designated Branch of the SCSB, as the case may be, match with the DP ID, the Client ID and the PAN available in the Depository database; Ensure that Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid cum Application Forms, Bid/Offer Opening Date advertisement and Red Herring Prospectus and as per the instructions in this Red Herring Prospectus and the Bid cum Application Forms; In relation to the ASBA Bids, ensure that your Bid cum Application Form is submitted either to a SCSB where the ASBA Account is maintained or with a member of the Syndicate in the Specified Cities, and not to the Escrow Collecting Banks (assuming that such bank is not a SCSB) or to our Company or the Selling Shareholders or the Registrar to the Offer; ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application Form is submitted to a member of the Syndicate only in the Specified Cities and that the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is maintained has named at-least one branch in the Specified Cities for the members of the Syndicate to deposit Bid cum Application Forms (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390; In relation to the ASBA Bids, ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form; and In relation to the ASBA Bids, ensure that you receive an acknowledgement from the Designated Branch or from the member of the Syndicate in the Specified Cities, as the case may be, for the submission of your Bid cum Application Form.

23. 24.

25.

26.

(aa)

(bb)

(cc)

The Bid cum Application Form is liable to be rejected if these instructions are not complied with. Donts: 1. 2. 3. Do not Bid for lower than the minimum Bid Lot; Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Syndicate or the SCSBs, as applicable. Do not pay the Bid Amount in cash, by money order, by postal order or by stockinvest; Do not send Bid cum Application Forms by post; instead submit the same to a member of the Syndicate or the SCSBs only; Do not submit the Bid cum Application Forms to Escrow Collection Bank(s); Do not Bid on a Bid cum Application Form that does not have the stamp of the BRLM, Syndicate

4. 5.

6. 7.

225

Member or the SCSBs; 8. 9. 10. Do not Bid at Cut-off Price (for QIB Bidders and Non-Institutional Bidders); Do not Bid for a Bid Amount exceeding ` 200,000 (for Bids by Retail Individual Bidders); Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer Size and/or investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations; Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground; Do not submit the Bids without the full Bid Amount; Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms, or on Bid cum Application Forms in a color prescribed for another category of Bidder; Do not Bid if you are not competent to contract under the Indian Contract Act, 1872, as amended (except minors having valid depository accounts as per Demographic Details provided by Depositories); Do not submit more than five Bid cum Application Forms per ASBA Account; Do not withdraw your Bid(s) or lower the size of your Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage (for Bids by QIB Bidders and Non-Institutional Bidders); Do not submit the Bid cum Application Form if you are a Non-Resident, except for a FII (investing under Schedule 2 of the FEMA Regulations), an Eligible NRI investing on non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations; If you are a QIB Bidder, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date; If you are a Non-Institutional Bidder or a Retail Individual Bidder, do not submit your Bid after 3.00 p.m. on the Bid/Offer Closing Date; Do not submit Bid cum Application Form under the ASBA process to the Escrow Collection Banks (if such bank is not a SCSB), our Company, the Selling Shareholders or the Registrar to the Offer; Do not submit the Bid cum Application Form if you are applying through the ASBA process with a member of the Syndicate at a location other than the Specified Cities; and Do not submit ASBA Bids with a member of the Syndicate in the Specified Cities unless the SCSB where the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at-least one branch in the relevant Specified City, for the members of the Syndicate to deposit Bid cum Application Forms (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1362549337390.html .

11. 12. 13. 14. 15.

16. 17. 18.

19. 20. 21.

22. 23.

The Bid cum Application Form is liable to be rejected if these instructions are not complied with. INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM Bids must be: (a) (b) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable. Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms or Revision Forms are liable to be rejected. Bidders should note that in the event incomplete Bid cum Application Form or Revision Form is submitted with any member of the Syndicate or the SCSB, as the case may be, such member of the Syndicate or the SCSB, as the case may be, will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms.

226

(c)

Information provided by the Bidders will be uploaded in the electronic bidding system by the Syndicate and the SCSBs, as the case may be, and the electronic data will be used to make allocation/Allotment. The Bidders should ensure that the details are correct and legible. For Retail Individual Bidders, the Bid must be for a minimum of [] Equity Shares and in multiples of [] thereafter subject to a maximum Bid Amount of ` 200,000. For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity Shares that the Bid Amount exceeds ` 200,000 and in multiples of [] Equity Shares thereafter. Bids cannot be made for more than the Offer size. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of Equity Shares that can be held by them under the applicable laws or regulations. Bids must be submitted through ASBA process only. In single name or in case of joint Bids, only the name of the First Bidder should be provided in the Bid cum Application Form and ensure that such First Bidders name also appears as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

(d)

(e)

(f)

(g)

Bidders PAN, Depository Account and Bank Account Details Bidders should note that on the basis of PAN of the Bidders, DP ID and Client ID provided by them in the Bid cum Application Form, and as entered by Syndicate or SCSB while registering the Bid, the Registrar will obtain from the Depository the demographic details including address, Bidders bank account details, MICR code and occupation (referred to as Demographic Details). These bank account details would be used for giving refunds (including through physical refund warrants, direct credit, NECS, NEFT) or unblocking of ASBA Account. Hence, Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in dispatch/credit of refunds to Bidders or unblocking of ASBA Account at the Bidders sole risk and none of the BRLM, the Registrar, the Escrow Collection Banks, the SCSBs, our Company or the Selling Shareholders shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application Form. IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALIZED FORM. ALL BIDDERS SHOULD MENTION THEIR DP ID, CLIENT ID AND PAN IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE DP ID, CLIENT ID AND PAN GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE DEPOSITORY DATABASE. IN CASE OF JOINT BIDS, ONLY THE NAME OF THE FIRST BIDDER SHOULD BE PROVIDED IN THE BID CUM APPLICATION FORM AND ENSURE THAT SUCH FIRST BIDDERS NAME ALSO APPEARS AS THE FIRST HOLDER OF THE BENEFICIARY ACCOUNT HELD IN JOINT NAMES. BID CUM APPLICATION FORM OR ASBA FORM Bidders may note that in case the DP ID, Client ID and PAN mentioned in the Bid cum Application Form, as the case may be and entered into the electronic bidding system of the stock exchanges by the members of the Syndicate or the SCSBs do not match with the DP ID, Client ID and PAN available in the Depository database, the Bid cum Application Form is liable to be rejected. These Demographic Details would be used for all correspondence with the Bidders including mailing of the refund orders/CANs/Allotment Advice and printing of bank particulars on the refund orders or for refunds through electronic transfer of funds, as applicable. The Demographic Details given by Bidders in the Bid cum Application Form or ASBA Form would not be used for any other purpose by the Registrar to the Issue except in relation to the Offer. By signing the Bid cum Application Form, the Bidder would be deemed to have authorized the Depositories to provide, upon request, to the Registrar, the required Demographic Details as available on its records.

227

Refund orders/Allotment Advice would be mailed at the address of the Bidder as per the Demographic Details received from the Depositories. Bidders may note that delivery of refund orders/Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In case of refunds through electronic modes as detailed in this Draft Red Herring Prospectus, refunds may be delayed if bank particulars obtained from the Depository are incorrect. In such an event, the address and other details given by the Bidder (other than ASBA Bidders) in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at such Bidders sole risk and none of our Company, the Selling Shareholders, the Escrow Collection Banks, the Registrar and the Syndicate shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application Form or the ASBA Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. In accordance with the FEMA and the regulations framed thereunder, OCBs cannot Bid in the Issue. There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis with other categories for the purpose of allocation. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs, Mutual Funds, insurance companies and provident funds with a minimum corpus of ` 2500 lakhs, (subject to applicable law) and pension funds with a minimum corpus of ` 2500 lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof. In addition to the above, certain additional documents are required to be submitted by the following entities: (a) (b) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. With respect to Bids by insurance companies registered with IRDA, in addition to the above, a certified copy of the certificate of registration issued by IRDA must be lodged along with the Bid cum Application Form. With respect to Bids made by provident funds with a minimum corpus of ` 2500 lakhs, (subject to applicable law) and pension funds with a minimum corpus of ` 2500 lakhs,, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum Application Form. With respect to Bids made by limited liability partnerships registered under the LLP Act, a certified copy of certificate of registration issued under the LLP Act, must be attached to the Bid cum Application Form.

(c)

(d)

Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application form, subject to such terms and conditions that our Company and the BRLM may deem fit. Submission of Bid cum Application Forms or Revision Forms All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the BRLM and in other cases, to the members of the Syndicate, at the time of submission of the Bid. With respect to ASBA Bidders, the Bid cum Application Form or the Revision Form shall be submitted (i) either in physical form to the Designated Branches or in electronic form through the internet banking facility available with the SCSBs or any other electronically enabled mechanism

228

for bidding; or (ii) to the member of the Syndicate in Specified Cities. In case no corresponding record is available with the Depositories, which matches the three parameters, namely, DP ID, BAN and PAN, then such Bids are liable to be rejected. Bids by FIIs on a repatriation basis Bids and revision to Bids must be made in the following manner: 1. On the Bid cum Application Form or the Revision Form, as applicable (blue in colour), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein. In a single name or in case of joint Bids, only the name of the First Bidder (which should also be the first name in which the beneficiary account is held) should be provided in the Bid cum Application Form. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs or Eligible but not in the names of persons not competent to contract under the Indian Contract Act, 1872, as amended (other than minors having valid depository accounts as per Demographic Details provided by Depositories), OCBs, firms or partnerships, foreign nationals , FVCIs, multilateral and bilateral development financial institutions or their nominees. Bids by Eligible NRIs for a Bid Amount of up to ` 200,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than ` 200,000 would be considered under Non-Institutional Portion for the purposes of allocation

2.

3.

4.

QIB Bidders and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. QIB Bidders and NonInstitutional Bidders may revise the size of their Bids upwards (in terms of quantity of Equity Shares or the Bid Amount) during the Bid/Offer Period. Such upward revision(s) must be made using the Revision Form. PAYMENT INSTRUCTIONS Escrow Mechanism for Bidders other than ASBA Bidders Our Company, the Selling Shareholders and the Syndicate shall open Escrow Account(s) with the Escrow Collection Bank(s) in whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from Bidders would be deposited in the Escrow Account. Please note that escrow mechanism is applicable only to Bidders applying by way of non ASBA process. The Escrow Collection Banks will act in terms of this Draft Red Herring Prospectus and the Escrow Agreement. The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf of the Bidders until the Designated Date. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by allocation of Equity Shares (other than ASBA funds with the SCSBs) from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Offer Account with the Bankers to the Offer. The balance amount after transfer to the Public Offer Account shall be transferred to the Refund Account. Payments of refund to the Bidders shall also be made from the Refund Account as per the terms of the Escrow Agreement and this Draft Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Banks and the Registrar to facilitate collections from the Bidders. Payment mechanism for ASBA Bidders The ASBA Bidders shall specify the bank account number in the Bid cum Application Form and the SCSB shall block an amount equivalent to the Bid Amount in the bank account specified in the Bid cum Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal (by Retail Individual Bidders) or rejection of the ASBA Bid or receipt of instructions from the Registrar to unblock the Bid Amount. In the event of withdrawal (by Retail Individual Bidders) or rejection of the Bid cum Application Form or for unsuccessful Bid cum Application Forms, the Registrar shall give instructions to the SCSB to

229

unblock the funds in the relevant ASBA Account on the Designated Date. The Bid Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Offer and consequent transfer of the Bid Amount to the Public Offer Account, or until withdrawal/failure of the Offer or until rejection of the Bids by ASBA Bidder, as the case may be. In case of Bids by FIIs, a special Rupee account should be mentioned in the Bid cum Application Form, for blocking of funds, along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate confirming that this draft has been issu ed by debiting the Special Rupee Account. Payment into Escrow Account for Bidders other than ASBA Bidders Each Bidder shall draw a cheque or demand draft, remit the funds electronically through the RTGS mechanism, for the Bid Amount payable on the Bid as per the following terms: 1. 2. All Bidders would be required to pay the full Bid Amount at the time of the submission of the Bid cum Application Form. The Bidders shall, with the submission of the Bid cum Application Form, draw a payment instrument for the Bid Amount in favour of the Escrow Account and submit the same to the Syndicate. If the payment is not made favouring the Escrow Account along with the Bid cum Application Form, the Bid of the Bidder shall be rejected. Bid cum Application Forms accompanied by cash/stockinvest/money orders/postal orders will not be accepted. The payment instruments for payment into the Escrow Account should be drawn in favour of: (a) (b) In case of Resident Retail Individual Bidders: NCML Public Offer Escrow Account R In case of Non-Residential Retail Individual Bidders: NCML Public Offer Escrow Account NR

3.

4.

For Eligible NRIs (applying on non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations), the payments must be made through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in NRE Accounts or FCNR Account, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a NRO Account. Payment by drafts should be accompanied by a bank certificate confirming that this draft has been issued by debiting an NRE Account or FCNR Account or NRO Account. The monies deposited in the Escrow Account will be held for the benefit of the Bidders (other than ASBA Bidders) till the Designated Date. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement into the Public Offer Account with the Bankers to the Offer. Payments should be made by cheque, or a demand draft drawn on any bank (including a cooperative bank), which is situated at, and is a member of or sub-member of the bankers clearing house located at the centre where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected.

5. 6.

7. 8.

Payments made through cheques without the MICR code will be rejected. Bidders are advised to provide the number of the Bid cum Application Form on the reverse of the cheque or bank draft to avoid misuse of instruments submitted with the Bid cum Application Form.

OTHER INSTRUCTIONS Joint Bids in the case of Individuals Bids may be made in single name or as joint Bids. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. All communications will be addressed to the first Bidder and will be dispatched to his or her address as per

230

the demographic details received from the Depository. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of the Mutual Fund and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by QIBs under the Net QIB Portion will not be treated as multiple Bids. After submitting a Bid through an ASBA process using a Bid cum Application Form either in physical or electronic mode, where such ASBA Bid has been submitted to the SCSBs or members of the Syndicate in Specified Cities and uploaded with the Stock Exchanges, an ASBA Bidder cannot Bid, either in physical or electronic mode, whether on another Bid cum Application Form, to either the same or another Designated Branch of the SCSB, or to the same or another member of the Syndicate in Specified Cities. Submission of a second Bid in such manner will be deemed a multiple Bid and would be rejected either before entering the Bid into the electronic bidding system or at any point of time prior to the allocation or Allotment of Equity Shares in the Offer. However, ASBA Bidders may revise their Bids through the Revision Form, the procedure for which is described in Build Up of the Book and Revision of Bids abo ve on page 218 of this Draft Red Herring Prospectus. Please note that QIB Bidders and Non-Institutional Bidders are not permitted to withdraw or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. More than one ASBA Bidder may Bid for Equity Shares using the same ASBA Account. However, Bidders should note that not more than five Bid cum Application Forms with respect to any single ASBA Account shall be accepted. Duplicate copies of Bid cum Application Forms downloaded and printed from the website of the Stock Exchanges bearing the same application number shall be treated as multiple Bids and are liable to be rejected. Our Company, in consultation with the Selling Shareholders and BRLM, reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In this regard, the procedure which would be followed by the Registrar to detect multiple Bids is given below: 1. All Bids will be checked for common PAN as per the records of Depository. For Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN will be treated as multiple Bids and will be rejected. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Bids on behalf of the Bidders for whom submission of PAN is not mandatory such as the Central or State Government, an official liquidator or receiver appointed by a court and residents of Sikkim, the Bids will be checked for common DP ID and Client ID. In any such Bids which have the same DP ID and Client ID, these will be treated as multiple Bids and will be rejected. The Registrar will obtain, from the depositories, details of the applicant s address based on the DP ID and Client ID provided in the Bid data and create an address master.

2.

3.

Permanent Account Number or PAN Except for Bids on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in Sikkim, the Bidders, or in the case of a Bid in joint names, the First Bidder (the first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act. In accordance with the circulars issued by SEBI, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction. Any Bid cum Application Form without the PAN is liable to be rejected, except for residents in the state of Sikkim, who are exempted from specifying their PAN for transactions in the securities market. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground. However, the exemption for the Central or State Government and the officials appointed by the courts and for investors residing in the State of Sikkim is subject to the Depository Participants verifyin g the veracity of such claims of the investors by collecting sufficient documentary evidence in support of their claims. At the

231

time of ascertaining the validity of these Bids, the Registrar will check under the Depository records for the appropriate description under the PAN field i.e. either Sikkim category or exempt category.With effect from August 16, 2010, the beneficiary accounts of the Bidders for whom PAN details have not been verified will be suspended for credit and no credit of Equity Shares pu rsuant to the Offer will be made in the accounts of such Bidders. Withdrawal of Bids Retail Individual Bidders can withdraw their Bids until finalization of Basis of Allotment. In case a Retail Individual Bidder applying through the ASBA process wishes to withdraw the Bid during the Bid/Offer Period, the same can be done by submitting a request for the same to the concerned SCSB or the concerned member of the Syndicate, as applicable, who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account. In case a Retail Individual Bidder wishes to withdraw the Bid after the Bid/Offer Period, the same can be done by submitting a withdrawal request to the Registrar to the Offer until finalization of Basis of Allotment. The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the Designated Date. QIBs and Non-Institutional Bidders cannot withdraw their Bids at any stage. Rejection of Bids Our Company has a right to reject Bids based on technical grounds. In case of QIB Bidders our Company, in consultation with the Selling Shareholders and BRLM, may at the time of submission of the Bid, reject such Bids provided that the reasons for rejecting the same shall be provided to such Bidders in writing. Bids by QIB Bidders may also be rejected on technical grounds. Consequent refunds shall be made by RTGS/NEFT/NECS/Direct Credit/cheque or pay order or draft and will be sent to the Bidders address at the Bidders risk. With respect to Bids by ASBA Bidders, the Designated Branches of the SCSBs shall have the right to reject Bids by ASBA Bidders if at the time of blocking the Bid Amount in the Bidders bank account, the respective Designated Branch of the SCSB ascertains that sufficient funds are not available in the Bidders bank account maintained with the SCSB. Subsequent to the acceptance of the Bid by ASBA Bidder by the SCSB, our Company would have a right to reject the Bids by ASBA Bidders only on technical grounds. Non ASBA Bids may be rejected on technical grounds. Grounds for Technical Rejections Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds: Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for. With respect to Bids by ASBA Bidders, inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form at the time of blocking such Bid Amount in the bank account; A partnership firm applying in its name, instead of in the names of the individual partners. However, a limited liability partnership can apply in its own name; Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended (other than minors having valid depository accounts as per Demographic Details provided by Depositories); Bids for lower number of Equity Shares than the minimum specified for that category of investors; Bids at a price less than the Floor Price; Bids at a price more than the Cap Price; Submission of more than five Bid cum Application Forms per bank account (in case of ASBA Bids); Bids by Bidders whose demat accounts have been suspended for credit pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010; Bids at Cut-off Price by Non-Institutional Bidders and QIB Bidders;

232

Bids for a Bid Amount of more than ` 200,000 by Bidders applying through the non-ASBA process; Bids for number of Equity Shares which are not in multiples of []; Bids by Non-Residents, other than FIIs (investing under Schedule 2 of the FEMA Regulations), Eligible NRIs (applying on a non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations); Multiple Bids as defined in this Draft Red Herring Prospectus; In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted; Bids accompanied by stockinvest, money order, postal order or cash; In case no corresponding record is available with the Depositories that matches the DP ID, Client ID and PAN; Bids for amounts greater than the maximum permissible amounts prescribed by the regulations; Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Banks; With respect to ASBA Bids, where no confirmation is received from SCSB for blocking of funds; Bids by QIBs and Non-Institutional Bidders not submitted through ASBA process; Bids by QIBs and Non-Institutional Bidders accompanied by cheque(s) or demand draft(s); Bids by persons in the United States or by U.S. Persons (as defined in Regulation S) ; Bids by any person outside India if not in compliance with applicable foreign and Indian Laws; Bids not uploaded on the terminals of the Stock Exchanges; Bids submitted by way of plain paper; Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory authority; and Bids by OCBs.

IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGES BY THE SYNDICATE/THE SCSBs DO NOT MATCH WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE DEPOSITARIES, THE APPLICATION IS LIABLE TO BE REJECTED. Equity Shares In Dematerialized Form With NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Allotment of Equity Shares in the Offer shall be only in a dematerialized form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar: Agreement dated [] among NSDL, our Company and the Registrar; Agreement dated [] among CDSL, our Company and the Registrar.

All Bidders can seek Allotment only in dematerialized mode. Bids from any Bidder without relevant details of his or her depository account are liable to be rejected. (a) (b) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of either NSDL or CDSL prior to making the Bid. The Bidder must necessarily fill in the details (including the Client ID and DP ID) appearing in the

233

Bid cum Application Form or Revision Form. (c) (d) Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Bidder. Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint Bids, only the name and signature of the First Bidder (which should also be the first name in which the beneficiary account is held) should be provided in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. If incomplete or incorrect details are given under the heading Bidders Depository Account Details in the Bid cum Application Form or Revision Form, it is liable to be rejected. The Bidder is responsible for the correctness of his or her demographic details given in the Bid cum Application Form vis--vis those with his or her Depository Participant. Equity Shares in electronic form can be traded only on the Stock Exchanges having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where the Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL. The trading of the Equity Shares would be in dematerialized form only for all Bidders. Non transferable allotment advice or refund orders will be directly sent to the Bidders by the Registrar to the Offer.

(e)

(f) (g)

(h) (i)

Communications All future communications in connection with Bids made in this Offer should be addressed to the Registrar quoting the full name of the sole or First Bidder, Bid cum Application Form number, Bidders Depository Account Details, number of Equity Shares applied for, date of Bid cum Application Form, name and address of the member of the Syndicate or the Designated Branch of the SCSBs where the Bid was submitted and cheque or draft number and issuing bank thereof or with respect to ASBA Bids, bank account number in which the amount equivalent to the Bid Amount was blocked. Bidders can contact the Compliance Officer or the Registrar in case of any pre-Offer or post-Offer related problems such as non-receipt of Allotment Advice, credit of Allotted shares in the respective beneficiary accounts, refund orders etc. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders can contact the Designated Branches of the SCSBs. In case of ASBA Bids submitted to the members of the Syndicate, the Bidders can contact the relevant member of the Syndicate in relation to queries relating to the Bids. Payment of Refund Bidders other than ASBA Bidders must note that on the basis of Bidders DP ID and Client ID provided by them in the Bid cum Application Form, the Registrar will obtain, from the Depositories, the Bidders bank account details, including the nine digit Magnetic Ink Character Recognition ( MICR) code as appearing on a cheque leaf to make refunds. On the Designated Date and no later than 12 Working Days from the Bid/Offer Closing Date, the Registrar to the Offer shall dispatch refund orders for all amounts payable to unsuccessful Bidders (other than ASBA Bidders) and also the excess amount paid on bidding, if any, after adjusting for Allotment to such Bidders. Mode of making refunds for Bidders other than ASBA Bidders The payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes by any of the following: 1. NECS Payment of refund would be done through NECS for applicants having an account at any of the centres where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the centres where clearing houses are managed by the RBI, except where the applicant is eligible and opts to receive refund through direct credit

234

2.

DIRECT CREDIT Applicants having bank accounts with the Refund Bank(s), as per the Demographic Details received from the Depositories, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Selling Shareholders in proportion to the Equity Shares offered by them in the Offer. RTGS Bidders having a bank account with a bank branch which is RTGS-enabled as per the information available on the RBIs website and whose refund amount exceeds ` 200,000, will be eligible to receive refund through RTGS, provided the Demographic Details downloaded from the Depositories contain the nine digit MICR code of the Bidders bank which can be mapped with the RBI data to obtain the corresponding Indian Financial System Code ( IFSC). Any bank charges levied by the Refund Bank will be borne by the Selling Shareholders in proportion to the Equity Shares contributed to the Offer. Any bank charges levied by the Bidders bank receiving the credit will be borne by the respective Bidders. NEFT Payment of refund shall be undertak en through NEFT wherever the applicants bank has been assigned the IFSC, which can be linked to a MICR, if any, available to that particular bank branch. IFSC will be obtained from the website of the RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC of that particular bank branch and the payment of refund will be made to the applicants through this method. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched through Speed Post/Regis tered Post at Bidders risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

3.

4.

5.

Please note that any bank charges levied by the Refund Bank will be borne by the Selling Shareholders in proportion to the Equity Shares contributed to the Offer. Investors are requested to note that the Government of India has discontinued the facility of dispatch of refund orders of value up to ` 1,500 under certificate of posting. Mode of making refunds for ASBA Bidders In case of ASBA Bidders, the Registrar shall instruct the SCSBs to unblock the funds in the relevant ASBA Accounts to the extent of the Bid Amount specified in the Bid cum Application Forms for withdrawn (by Retail Individual Bidders), rejected or unsuccessful or partially successful ASBA Bids within 12 Working Days of the Bid/Offer Closing Date. Disposal of Applications and Application Moneys and Interest in Case of Delay With respect to Bidders other than ASBA Bidders, our Company and the Selling Shareholders shall ensure dispatch of Allotment Advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account with Depository Participants of the Bidders and submit the documents pertaining to the Allotment to the Stock Exchanges within 12 Working Days from the Bid/Offer Closing Date. In case of applicants who receive refunds through NECS, NEFT, direct credit or RTGS, the refund instructions will be given to the clearing system within 12 Working Days from the Bid/Offer Closing Date. A suitable communication shall be sent to the Bidders receiving refunds through this mode within 15 days from the Bid/Offer Closing Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. Our Company and the Selling Shareholders shall ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 12 Working Days of the Bid/Offer Closing Date. In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Regulations, our Company and the Selling Shareholders further undertake that: Allotment of Equity Shares shall be made only in dematerialized form within 12 Working Days of the

235

Bid/Offer Closing Date; With respect to Bidders other than ASBA Bidders, dispatch of refund orders or in a case where the refund or portion thereof is made in electronic manner, the refund instructions are given to the clearing system within 12 Working Days of the Bid/Offer Closing Date would be ensured. With respect to the ASBA Bidders, instructions for unblocking of the ASBA Bidders Bank Account shall be made within 12 Working Days from the Bid/Offer Closing Date; and Our Company and the Selling Shareholders shall pay interest at 15% p.a. for any delay beyond 15 days from the Bid/Offer Closing Date, if Allotment is not made and refund orders are not dispatched or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner and/or demat credits are not made to investors within the 12 Working Days prescribed above. If such money is not repaid within eight days from the day our Company and the Selling Shareholders become liable to repay, our Company, the Selling Shareholders and every Director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the applicable law.

Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of section 68 A of the Companies Act, which is reproduced below: Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name,

(b)

shall be punishable with imprisonment for a term which may extend to five years. Basis of Allotment A. For Retail Individual Bidders Bids received from the Retail Individual Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The Allotment to all the successful Retail Individual Bidders will be made at the Offer Price. The Offer size less Allotment to Non-Institutional and QIB Bidders will be available for Allotment to Retail Individual Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or equal to [] Equity Shares at or above the Offer Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids. In the event, the Bids received from Retail Individual Bidders exceeds [] Equity Shares , then the maximum number of Retail Individual Bidders who can be allocated/Allotted the minimum Bid Lot will be computed by dividing the total number of Equity Shares available for allocation/Allotment to Retail Individual Bidders by the minimum Bid Lot ( Maximum RII Allottees).The allocation/Allotment to Retail Individual Bidders will then be made in the following manner: In the event the number of Retail Individual Bidders who have submitted valid Bids in the Offer is equal to or less than Maximum RII Allottees, (i) Retail Individual Bidders shall be allocated / Allotted the minimum Bid Lot; and (ii) the balance Equity Shares, if any, remaining in the Retail Portion shall be allocated/ Allotted on a proportionate basis to the Retail Individual Bidders who have received allocation/Allotment as per (i) above for less than the Equity Shares Bid by them (i.e. who have Bid for more than the minimum Bid Lot).

236

In the event the number of Retail Individual Bidders who have submitted valid Bids in the Offer is more than Maximum RII Allottees, the Retail Individual Bidders (in that category) who will then be allocated/ Allotted minimum Bid Lot shall be determined on draw of lots basis.

For details see, Illustration Explaining Procedure of Allotment to Retail Individual Bidders on page 238 of this Draft Red Herring Prospectus. Each successful Retail Individual Bidder shall be Allotted a minimum of [] Equity Shares. B. For Non-Institutional Bidders Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The Allotment to all successful Non-Institutional Bidders will be made at the Offer Price. The Offer size less Allotment to QIBs and Retail Individual Bidders will be available for Allotment to Non-Institutional Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or equal to [] Equity Shares at or above the Offer Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. In case the aggregate demand in this category is greater than [] Equity Shares at or above the Offer Price, Allotment shall be made on a proportionate basis up to a minimum of [] Equity Shares, and in multiples of [] Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below. C. For QIBs Bids received from the QIB Bidders at or above the Offer Price shall be grouped together to determine the total demand under this portion. The Allotment to all the successful QIB Bidders will be made at the Offer Price. The QIB Portion will be available for Allotment to QIB Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. Allotment shall be undertaken in the following manner: (a) In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion) allocation to Mutual Funds shall be done on a proportionate basis for up to 5% of the QIB Portion. In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the Offer Price. Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds will be available for Allotment to all QIB Bidders as set out in (b) below;

(ii)

(iii)

(b)

In the second instance Allotment to all QIBs shall be determined as follows: (i) In the event of oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Offer Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion. Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders, for the unallocated demand.

(ii)

237

(iii)

Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis.

The aggregate Allotment (other than spill over in case of under-subscription in other categories) to QIB Bidders shall not be more than 30,00,000 Equity Shares.

Method of Proportionate Basis of Allotment In the event of the Offer being over-subscribed, our Company and the Selling Shareholders shall finalise the Basis of Allotment in consultation with the Designated Stock Exchange. The executive director (or any other senior official nominated by them) of the Designated Stock Exchange along with the BRLM and the Registrar shall be responsible for ensuring that the Basis of Allotment is finalized in a fair and proper manner. The allotment shall be made in marketable lots, on a proportionate basis as explained below: a) b) Bidders in that respective category will be categorized according to the number of Equity Shares applied for. The total number of Equity Shares to be Allotted to each category as a whole shall be arrived at on a proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio. Number of Equity Shares to be allotted to the successful Bidders in that category will be arrived at on a proportionate basis, which is the total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio. In all Bids where the proportionate Allotment is less than [] Equity Shares per Bidder in that category, the Allotment shall be made as follows: The successful Bidders out of the total Bidders for that category shall be determined by draw of lots in a manner such that the total number of Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above; and Each successful Bidder in that category shall be Allotted a minimum of [] Equity Shares.

c)

d)

e)

If the proportionate Allotment to a Bidder is a number that is more than [] but is not a multiple of one (which is the marketable lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it would be rounded off to the lower whole number. Allotment to all Bidders in such categories would be arrived at after such rounding off. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares Allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first adjusted against any other category, where the Allotted Equity Shares are not sufficient for proportionate Allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares.

f)

Illustration Explaining Procedure of Allotment to Retail Individual Bidders (Investors should note that this example is solely for illustrative purposes and is not specific to the Offer) Total number of equity shares offered in the issue: 10 million, at an issue price of ` 600 per equity share. The retail portion for the issue consists of 3.5 million equity shares. The issuer fixes the minimum bid lot as 20 equity shares. A. A total of 0.1 million retail individual bidders have applied in the issue, in varying number of bid lots i.e. between 1 to 16 bid lots, based on the maximum application size of up to ` 200,000. The retail individual bidders category is oversubscribed 4 times. From the 0.1 million retail individual bidders, there are five retail individual bidders, namely A, B, C, D and E, who have applied in the issue as follows: A has applied for 320 equity shares, B has applied for 220 equity shares, C has applied for

238

120 equity shares, D has applied for 60 equity shares and E has applied for 20 equity shares. As per the SEBI Regulations, the allotment to retail individual bidders shall not be less than the minimum bid lot, subject to availability of shares, and the remaining available shares, if any, shall be allotted on a proportionate basis. Accordingly, the actual entitlement of each of A, B, C, D and E shall be as follows: Sr. No. Name of Investors Total Number of Specified securities applied for Total number of specified securities eligible to be allotted

320

220

120

60

20

20 specified securities (i.e. the minimum bid lot) + 38 specified securities [{35,00,000 - (1,00,000 * 20)} / {140,00,000 - (1,00,000 * 20)}] * 300 (i.e. 320-20) 20 specified securities (i.e. the minimum bid lot) + 25 specified securities [{35,00,000 - (1,00,000 * 20) / {140,00,000 - (1,00,000 * 20)}] * 200 (i.e. 220-20) 20 specified securities (i.e. the minimum bid lot) + 13 specified securities [{35,00,000 - (1,00,000 * 20)} / {(140,00,000 - (1,00,000 * 20)}] * 100 (i.e. 120-20) 20 specified securities (i.e. the minimum bid lot) + 5 specified securities [{(35,00,000 - 1,00,000 * 20)} / {(140,00,000 - (1,00,000 * 20)}] * 40 (i.e. 60-20) 20 specified securities (i.e. the minimum bid lot)

B.

A total of 0.2 million retail individual bidders have applied in the issue, in varying number of bid lots i.e. between 1 to 16 bid lots, based on the maximum application size of upto ` 200,000. The retail individual bidders category is oversubscribed 9.37 times. Since the total number of equity shares offered retail individual bidders is 3,500,000 and the minimum bid lot is 20 equity shares, the maximum number of retail individual bidders who can be allotted this minimum bid lot will be 175,000 (i.e. 3,500,000/20). The remaining 25,000 retail applicants will not get allotment and such bidders will be determined on basis of draw of lots, in the manner provided below: No. of Lots No. of Shares at each lot No. of retail individuals bidders applying at each lot C 10,000 10,000 10,000 10,000 20,000 20,000 15,000 20,000 10,000 15,000 10,000 10,000 10,000 5,000 Total no. of Eq. Shares applied for at each lot No. of retail individual bidders who shall receive minimum bidlot (to be selected on lottery)

A 1 2 3 4 5 6 7 8 9 10 11 12 13 14

B 20 40 60 80 100 120 140 160 180 200 220 240 260 280

D= (B*C) 2,00,000 4,00,000 6,00,000 8,00,000 20,00,000 24,00,000 21,00,000 32,00,000 18,00,000 30,00,000 22,00,000 24,00,000 26,00,000 14,00,000

E 8,750=(1,75,000/2,00,000)*10,000 8,750 8,750 8,750 17,500 17,500 13,125 17,500 8,750 13,125 8,750 8,750 8,750 4,375

239

15 16

300 320 Total

15,000 10,000 2,00,000

45,00,000 32,00,000 328,00,000

13,125 8,750 1,75,000

Letters of Allotment or Refund Orders or instructions to the SCSBs The Registrar to the Offer shall give instructions for credit to the beneficiary account with depository participants within 12 Working Days from the Bid/Offer Closing Date. Applicants residing at the centres where clearing houses are managed by the RBI, will get refunds through NECS only except where applicant is otherwise eligible to get refunds through direct credit, RTGS and NEFT. Our Company shall ensure dispatch of refund orders, if any, by registered post or speed post at the sole or First Bidders sole risk within 12 Working Days of the Bid/Offer Closing Date. Bidders to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them about the mode of credit of refund within 15 days from the Bid/Offer Closing Date. In case of ASBA Bidders, the Registrar shall instruct the relevant SCSBs to, on the receipt of such instructions from the Registrar, unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the Bid cum Application Form or the relevant part thereof, for withdrawn (by Retail Individual Bidders), rejected or unsuccessful or partially successful ASBA Bids within 12 Working Days of the Bid/Offer Closing Date. Interest in case of delay in dispatch of Allotment Letters or Refund Orders/instruction to the SCSBs by the Registrar. Our Company and the Selling Shareholders agree that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidders depository accounts will be completed within 12 Working Days of the Bid/Offer Closing Date. Our Company and the Selling Shareholders further agree that they shall pay interest at the rate of 15% p.a. if the Allotment letters or refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner within 15 days from the Bid/Offer Closing Date, whichever is later. Our Company and the Selling Shareholders will provide adequate funds required for dispatch of refund orders or Allotment Advice to the Registrar. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by our Company as a Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. In case of ASBA Bidders, the SCSBs will un-block funds in the ASBA Account to the extent of refund to be made based on instructions received from the Registrar. UNDERTAKINGS BY OUR COMPANY AND THE SELLING SHAREHOLDERS Our Company undertakes the following: That if our Company does not proceed with the Offer after the Bid/Offer Closing Date, the reason thereof shall be given as a public notice within two days of the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where the pre- Offer advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; That if our Company and the Selling Shareholders withdraw the Offer after the Bid/Offer Closing Date, our Company shall file a fresh draft red herring prospectus with SEBI, in the event our Company and the Selling Shareholders subsequently decide to proceed with the Offer; That the complaints received in respect of this Offer shall be attended to by our Company expeditiously and satisfactorily; That all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed are taken within 12 Working Days of the Bid/Offer Closing Date; That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar by our Company; That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days from the Bid/Offer Closing Date giving details of the bank where

240

refunds shall be credited along with amount and expected date of electronic credit of refund; That the certificates of the securities/refund orders to Eligible NRIs shall be dispatched within specified time; That no further issue/Offer of Equity Shares shall be made till the Equity Shares offered through this Draft Red Herring Prospectus are listed or until the Bid monies are refunded on account of nonlisting, under-subscription etc.; and That adequate arrangements shall be made to collect all Bid cum Application Forms under the ASBA process and to consider them similar to non-ASBA applications while finalizing the Basis of Allotment.

The Selling Shareholders undertake that: That the Equity Shares being sold pursuant to the Offer, have been held by them for a period of more than one year from the date of filing the Draft Red Herring Prospectus with SEBI, are fully paid-up and are in dematerialised form; The Equity Shares being sold pursuant to the Offer are free and clear of any liens or encumbrances and shall be transferred to the eligible investors within the specified time; The funds required for dispatch of refund orders or Allotment Advice by registered post or speed post shall be made available to the Registrar to the Offer by the Selling Shareholders; That the complaints received in respect of this Offer shall be attended to by the Selling Shareholders expeditiously and satisfactorily. The Selling Shareholders have authorized the Compliance Officer and the Registrar to the Offer to redress complaints, if any, of the investors; That the refund orders or Allotment advice to the successful Bidders shall be dispatched within specified time; That the Selling Shareholders shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity Shares from all Stock Exchanges where listing is sought has been received; and No further offer of Equity Shares shall be made till the Equity Shares offered through this Draft Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, undersubscription etc. That if the Selling Shareholders do not proceed with the Offer after the Bid/Offer Closing Date, the reason thereof shall be given as a public notice within two days of the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where the pre- Offer advertisements were published. The stock exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; That the Selling Shareholders shall not further transfer Equity Shares during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the final trading approvals from all the Stock Exchanges have been obtained for the Equity Shares Allotted/to be Allotted pursuant to the Offer; That the Selling Shareholders will not sell, transfer, dispose of in any manner or create any lien, charge or encumbrance on the Equity Shares available in the Offer; That the Selling Shareholders will take all such steps as may be required to ensure that the Equity Shares are available for transfer in the Offer; The Selling Shareholders shall provide reasonable support and extend reasonable co-operation as may be required by our Company for sending refunds through electronic transfer of fund, suitable communication to the Bidders within the statutory period. The Selling Shareholders shall reimburse our Company in the manner as agreed with our Company for any expenses incurred by or on our behalf by our Company with regard to sending such communication; and It shall comply with all applicable laws including Companies Act, SEBI Regulations, FEMA and the applicable circulars, guidelines and regulations issued by SEBI and the RBI, in relation to the Equity

241

Shares offered by it in the Offer. Utilization of Offer Proceeds The Selling Shareholders along with our Company declare that all monies received out of the Offer shall be credited/ transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act.

242

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The government bodies responsible for granting foreign investment approvals are FIPB and the RBI. The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (DIPP), issued Circular 2 of 2011 (Circular 2 of 2011), which with effect from October 1, 2011, consolidates and rescinds all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force and effect as on September 30, 2011. The Government proposes to update the consolidated circular on FDI policy once every six months and therefore, Circular 2 of 2011 will be valid until the DIPP issues an updated circular (expected on April 1, 2012). Subscription by foreign investors (NRIs/FIIs/QFIs) FIIs are permitted to subscribe to shares of an Indian company in a public offer without the prior approval of the RBI, so long as the price of the equity shares to be issued/Offered is not less than the price at which the equity shares are issued to residents. The transfer of shares of a company engaged in financial sector from an Indian resident to a non-resident does not require the prior approval of the RBI, provided that (i) no-objection certificates are obtained from the respective financial sector regulators of the investee company, the transferor and the transferee and such no-objection certificates are filed along with the Form FC-TRS with the authorized dealer; and (ii) the sectoral caps, conditionalities (including minimum capitalization and pricing), reporting requirements, documentation etc. are complied with in terms of the extant FDI policy and the FEMA Regulations. The transfer of shares of a company engaged in financial sector from a non-resident to an Indian resident does not require the prior approval of the RBI, provided that (i) the original and resultant investment are in accordance with the sectoral caps, conditionalities (including minimum capitalization and pricing), reporting requirements, documentation etc. in terms of the extant FDI policy and the FEMA Regulations; (ii) pricing is in accordance with the guidelines prescribed by RBI/SEBI; and (iii) a certificate by a chartered accountant on such compliance is submitted with the authorized dealer along with the Form FC-TRS. Pursuant to a circular dated January 13, 2012, the RBI has permitted Eligible QFIs to invest in equity shares of Indian companies on a repatriation basis subject to certain terms and conditions. Eligible QFIs have been permitted to invest in equity shares of Indian companies which are offered to the public in India in accordance with the SEBI Regulations. The individual and aggregate investment limits for Eligible QFIs in an Indian company are 5% and 10% of the paid up capital of the Indian company, respectively. Please note that other than FIIs (investing under Schedule 2 of the FEMA Regulations), Eligible NRIs (applying on a non-repatriation basis in accordance with Schedule 4 of the FEMA Regulations) NonResidents are not permitted to participate in this Offer. Further, as per the existing policy of the Government of India, OCBs cannot participate in this Offer.

243

SECTION IX- DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION MAIN PROVISION OF ARTICLES OF ASSOCIATION SHARE CAPITAL AND VARIATION OF RIGHTS Title of Article Share Capital and Variation of Rights Article Number 5 Contents (a) The authorise Share Capital of the Company shall be as per Clause V of the Memorandum of Association, with power to increase or reduce the share Capital of the Company and to divide the shares in the Capital for the time being into several classes and to attach thereto respectively such preferential, cumulative convertible preference, guaranteed, qualified or special rights privileges, or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate or abrogate such rights, privileges or conditions in such manner as may be for the time being be provided by the Articles of Association. (b) Subject to the rights of the holders of any other shares entitled by the terms of issue to preferential repayment over the equity shares in the event of winding up of the Company, the holders of the equity shares shall be entitled to be repaid the amounts of capital paid up or credited as paid up on such equity shares and all surplus assets thereafter shall belong to the holders of the equity shares in proportion to the amount paid up or credited as paid-up on such equity shares respectively at the commencement of the winding up The Company may from time to time in general meeting increase its share capital by the issue of new shares of such amounts as it thinks expedient. On what Conditions the New Shares may be Issued (a) Subject to the provisions of Section 80, 81 and 85 to 90 of the Act, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto by the general meeting creating the same as shall be directed and if no direction be given then as the Directors shall determine and in particular such shares may be issued subject to the provisions of the said Sections with a preferential or qualified right to dividends and in distribution of assets of the Company and subject to the provisions of said Sections with special or without any right of voting and subject to provisions of Section 80 of the Act any preference shares may be issued on the terms that they are or at the option of the Company are liable to be redeemed. Further Issue of Capital (b) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation whichever is earlier, it is proposed to increase the subscribed capital of the Company by allotment of further shares, whether out of un issued share capital or out of the increased share capital. (i)Such further shares shall be offered to the person who at the date of offer, are holders of the equity shares of the Company in proportion as nearly as circumstances admit, to the capital paid up on those shares at that date. (ii) The offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than one month from the date of the offer within which the offer, if not accepted,

Increase, Reduction and Alteration of Capital

244

will be deemed to have been declined. PROVIDED THAT the Directors may decline without assigning any reason to allot any shares to any person in whose favour any member may renounce the shares offered to him. (iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice shall contain a statement of this right. (iv) After the expiry of the time specified in notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as they think most beneficial to the Company. (v) Notwithstanding anything contained in sub-clause (1) thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the person referred to in clause (a) of subcause (1) hereof) in any manner whatsoever. if a special resolution to that effect is passed by the Company in General Meeting, or where no such special resolution is passed if the votes cast (whether on a show of hands or on a poll, as the case may be) in favour of the proposal contained in the resolution moved in that general meeting (including the casting vote, if any, of the Chairman) by members Who, being entitled to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf, that the proposal is most beneficial to the Company. (vi) Nothing in sub-clause (c) of (1) hereof shall be deemed; (a) To extend the time within which the offer should be accepted; or (b) To Authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation. (vii) Notwithstanding anything contained in sub-clause (a) above, but subject, however to Section 81 (3) of the Act, the Company may increase its subscribed capital on exercise of an option attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares, or to subscribe for shares in the Company. Nothing in this Articles shall apply to the increase of the subscribed capital of the company caused by the exercise of an option attached to the debenture issued or loans raised by the Company. To convert such debentures or loans into shares in the Company; or (ii) To subscribe for shares in the Company (whether such option is conferred in these Articles or otherwise). PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term: (a) Either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with the Rules, if any, made by that Government in this behalf; and (b) In the case of debentures or loans or other than debentures issued to or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the Company in General Meeting before the issue of the debentures or raising of the loans. Directors may Allot Shares as Fully Paid Up (c) Subject to the provisions of the Act and these Articles, the Directors may issue and allot shares in the capital of the Company on payment or part payment for any property or assets of any kind whatsoever sold or transfered, goods or, machinery supplied or for

245

services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid up or partly paid up otherwise than in cash, and if so issued, shall be deemed to be fully paid up or partly paid up shares as the case may be. Same as Original Capital (d) Except so far as otherwise provided by the conditions of Issue or by these presents any capital raised by the creation of new shares shall be considered as part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls, installments, transfers, transmission, forfeiture, lien, surrender, voting and otherwise. Unclassified Shares (e) Any unclassified shares (whether forming part of the original capital or of any increased capital of the Company) may subject to the provisions of the Act and these presents be issued either with the sanction of the Company in General Meeting or by the Directors and upon such terms and conditions and with such rights and privileges annexed thereto as by the General Meeting sanctioning the issue of such shares be directed and, if no such direction be given and in all other cases, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and if distribution of the assets of the Company and any' preference shares may be issued on the terms that they are or at the option of the Company are to be liable to be redeemed provided however that (1) no shares shall be issued pursuant to this Article without the sanction of the Company in General Meeting unless they shall subject to the provisions of Section 81 of the Act be offered to the persons who are holders of equity shares of the Company in proportion, as nearly as circumstances admit to the capital paid up on those shares and (2) no unclassified Shares shall without the sanction of the Company in General Meeting be issued as preference shares if the aggregate nominal amount of issued preference shares would thereby exceed the aggregate nominal amount of the issued equity shares of the Company. (a)Subject to the provisions of Section 80 of the Act and subject to the provisions on which any shares may have been issued, the Company may issue preference shares which are or at the option of the Company are to be liable to be redeemed: Provided that: (i) no such shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of redemption; (ii) no such shares shall be redeemed unless they are fully paid; (iii) the premium, if any, payable on redemption shall have been provided for out of the profits of the Company or out of the Company's share premium account before the shares are redeemed; (iv) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for, dividend, be transferred to be a reserve fund, to be called "the capital redemption reserve account a sum equal to the nominal amount of the shares redeemed; and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 80 of the Act, apply if the capital redemption reserve account were paid up share capital of the Company. (b) Subject to the provisions. of Section 80 of the Act and. subject to the provisions on which any shares may have been issued, the redemption of preference shares may be effected on such terms and in such manner as may be provided in these Articles or by the terms

Power to Issue Redeemable Preference Shares

246

Provision in Case of Redemption of Preference Shares

and conditions of their issue and subject thereto in such manner as the Directors may think fit. (c) The redemption of preference shares under these provisions by the Company shall not be taken as reducing the amount of its authorised share capital. (d) Where in pursuance of this Article, the Company has redeemed or is about to redeem any preference shares, it shall have power to issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued; and accordingly, the share capital of the Company shall not, for the purpose of calculating the fees payable Under Section 611 of the Act, be deemed to be increased by the issue of shares in pursuance of this clause. Provided that where new shares are issued before redemption of the old shares, the new shares shall not so far as relates to stamp duty be deemed to have been issued in pursuance of this clause unless the old shares are redeemed within one month after the issue of the new shares. The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be applied by the Company, in paying up un issued shares of the Company to be issued to members of the Company as fully paid bonus shares. The Company shall be at liberty at any time, either at one time or from time to time as the Company shall think fit, by giving not less than six months' previous notice in writing to the holders of the preference shares to redeem at par the Whole or part of the preference shares for the time being outstanding by payment of the nominal amount thereof with dividend calculated up to the date or dates notified for payment (and for this purpose the dividend shall be deemed to accrue and due from day to day) and in case of redemption of part of the preference shares the following provisions shall take effect: (a) The shares to be redeemed shall be determined by drawing of lots which the company shall cause to be made at its registered office or at such other place as the Directors may decide, in the presence of one Director at least; and (b) Forthwith after every such drawing, the Company shall notify to the shareholder whose shares have been drawn for redemption its intention to redeem such shares by payment at the registered office of the Company or at such other place as the directors may decide at the time and on the date to be named against surrender of the Certificates in respect of the Shares to be redeemed and at the time and date so notified each such shareholder shall be bound to surrender to the Company the Share Certificates in respect of the Shares to be redeemed and thereupon the Company shall pay the amount payable to the shareholders in respect of such redemption. The Shares to be redeemed shall cease to carry dividend from the date named for payment as aforesaid. Where any such certificate comprises any shares which have not been drawn for redemption, the Company shall issue to the holder thereof a fresh certificate there for. (c) Subject to the provisions of Section 180 of the Act, the following provisions shall apply in regard to the redemption of the Cumulative Preference Shares, (i) The Company may within such time as may be specified in these Articles by an amendment thereof from the date of issue of the shares, apply any; profits or moneys of the Company which may be lawful1y applied for the purpose in the redemption of the preference shares at par, together with a sum equal to arrears of dividend thereon drawn to the date of redemption. (ii) In the case of any partial redemption under sub-clause(c) (i) of the Article, the Company shall for the purpose of ascertaining the particular shares to be redeemed, cause a drawal to be made at the Registered Office or at such other: place as the Directors may decide,

247

Cumulative Convertible Preference Shares

Reduction of Capital

10

in the presence of a representative '" of the Auditors for the time being of the Company. (iii) Forthwith after every such drawal the Company shall give to the holders of the shares drawn for redemption notice in writing of the Company's intention to redeem the same fixing a time (not. less than three months thereafter) and the place for redemption and surrender of the shares to be redeemed. (iv) At the time and place so fixed each holder shall be bound to surrender: to the Company the certificate for his shares to be redeemed payable in respect of such redemption and where any such certificate comprises any shares which have not been drawn for redemption, the Company shall issue to the holder thereof a fresh certificate therefore. (v) Any of the Redeemable Cumulative Preference Shares not previously redeemed under the foregoing provisions shall be redeemed at the expiry of 5 years from the date of the issue of the shares at par together with all arrears of the dividend thereon (whether earned or declared or not up to the date). (d) Subject to the provisions of the Articles, the Company shall be entitled to create and issue further Preference Shares ranking in all or any respects pari passu with the preference shares then outstanding, PROVIDED in the event of its creating, and/or issuing further preference shares ranking pari passu with the Preference Shares then outstanding the Company would do so only with the consent of the \ holders of not less than three-fourths of the preference shares then outstanding. (e)The Redeemable Cumulative Preference Shares shall not confer upon the holders thereof the right to vote their in person or by proxy at any general meeting of the Company save to the extent and in the manner provided by Section 87 (2) of the Act. (f) The rights, privileges and conditions for the time being attached to the Redeemable Cumulative Preference Shares may be varied, modified or abrogated in accordance with the provisions of these Articles and of the Act. Subject to the provisions of the Act and the guidelines issued by the Central Government from time to time under the provisions of the Act and/or the provisions of the Capital Issues (Control) Act, 1947, the Company may issue Cumulative Convertible Preference. Shares (CCP) in such manner as the Board of Directors of the Company may decide and specifically provide for: (i) the Quantum of issue; (ii) the terms of the issue with particular reference to the conversion of CCP into the equity shares of the Company; (iii) the rate of cumulative preferential dividend payable on CCP, the voting rights to be attached to CCP and any other terms and conditions which may be attached to the issue of CCP and as permissible in law. The Company may from time to time by special resolution, subject to confirm by the Court and subject to the provisions of Sections 78, 80 and 100 to 104 of Act, reduce its share capital and any Capital Redemption Reserve Account or Premium Account in any manner for the time being authorised by law in particu1ar with prejudice to the generality of the foregoing power may by; (a)extinguishing or reducing the liability on any of its shares in respect of share capital not paid up; (b) either with or without extinguishing or reducing liability on any of its share cancel paid up share capital which is lost or is unrepresented by available asset or (c)either with or without extinguishing or reducing liability on any of shares, payoff any paid up share capital which is in excess of the wants of the Company and may, if and so far as is necessary, alter its Memorandum, by reducing the amount of its share capital and of its

248

Division, Subdivision, Consolidation, Conversion and Cancellation of Shares

11

12

Modification of Rights

13

shares accordingly. Subject to the provisions of Section 94 of the Act, the Company in general meeting may by an ordinary resolution alter the conditions of its Memorandum as follows that is to say; it may; ( (a)consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares (b)sub-divide its shares or any of them into shares of smaller amount than original fixed by the Memorandum subject nevertheless to the provisions of the Act that behalf and so however that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in the case of the share- from which the reduced share derived; and so that as between the holders of the shares resulting from sub-division one or more of such shares may, subject to the provisions of the Act, be given any preference or advantage over the others or any other such shares (c)convert, all or any of its fully paid up shares into stock, and re-convert the stock into fully paid up shares of any denomination (d)cancel, shares which at the date of such general meeting have not been taken or agreed to be taken by any person, and diminish the amount of its share capital, by the amount of the shares so cancelled. Notice to Registrar of Consolidation of Share Capital, Conversion of Shares into Stock etc. (a)If the Company has : (i) Consolidated and divided its share capital into shares of larger amount than its existing shares (ii) converted any shares into stocks; (iii)re-converted any stock into shares; (iv)sub-divided its share or any of them: (v) redeemed any redeemable preference shares; or (vi)cancelled any shares otherwise than in connection with a reduction of Share Capital under Sections 100 to 104 of the Act. The Company shall within one month after doing so, give notice thereof to the Registrar specifying as the case may be, the shares consolidated, divided, converted, sub-divided, redeemed or cancelled or the stocks re-converted. (b) The Company shall thereupon request the Registrar to record the notice and make any alterations which may be necessary in the Company's Memorandum or Articles or both. If at any time the share capital, by reason of the issue of Preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Sections 106 and 107 of the Act and whether or not the Company is being wound up, be varied, modified, commuted, affected or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed to separate general meeting of the holders the shares of that class. This Article shall not derogate from any power which the Company would have if this Article were omitted. The provisions of these Articles ~elating to general meeting shall mutatis mutandis apply to every such separate meeting but so that .if at any adjourned meeting of such holders a quorum as defined in Articles 103 is not present, those persons who are present shall be the quorum.

SHARES/DEBENTURES AND CERTIFICATES Title of Article Issue of Further Shares not to Article Number 14 Contents The rights, privileges conferred upon the holders of the shares of any class issued with preference or other, rights, shall not unless otherwise

249

Affect Right Existing Shareholders

of

15

16

Commencement of Business Restriction on Allotment Shares to be Numbered Progressively and no share to be Subdivided Shares at the Disposal of the Directors

17 18

19

20

Every Share Transferable etc

21

Application of Premium Received on Issue of shares

22

expressly provided by the terms of issue of the shares of that class, be deemed to be, varied or modified or affected by the creation or issue of further shares ranking pari passu therewith. Provisions of Sections 85 to 88 of the Act to apply. The provisions of Sections 85 to 88 of the Act in so far as the same may, be applicable shall be observed by the company Register of Members and Debenture holders. (a)The Company shall cause to be kept a Register of Members and an Index of Members in accordance with Sections 150 and 151 of the Act and: Register and Index of Debenture holders in accordance with Section152 of the Act The Company may also keep a foreign Register of Members and Debenture holders in accordance with Section 157 of the Act. (b) The Company shall also comply with the provisions of Sections 159 and 161 of the Act as to filing of Annual Returns. (c)The Company shall duly comply with the provisions of Section 163 of the Act in regard to keeping of the Registers, indexes, copies of Annual Returns and giving inspections thereof and furnishing copies thereof. The Company shall comply with the provisions of Section 149 of the Act. The Board shall observe the restriction as to allotment of shares to the public contained in Sections 69 and 70 of the Act and shall cause to be made the return as to allotment provided for in Section 75 of the Act. The shares in the capital shall be numbered progressively according to the several denominations and except in the manner herein before mentioned no share shall be subdivided: Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished. Subject to the provisions of Section 81 of the Act and these Articles the shares in the Capital of the Company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them such. persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of Section 79 of the Act at a discount and at such time as they may from time to time think fit and with the sanction of the Company in General Meeting to give to any person the option to call for any shares either at par or at a premium during such time and for such consideration as the Directors may think fit, and may issue and a lot shares in the Capital of the Company on payment in full or part for any property sold and transferred or for services rendered to the company in the conduct of its business, and any shares which may be allotted may be issued as fully paid up shares and if so issued shall be deemed fully paid shares. Provided that option or right to call of shares shall not be given to any person or persons without sanction of the Company in the General Meetings. (i)The shares or other Interest of any member in. the Company shall be movable property, transferable in the manner provided by these Articles. (ii)Each share in the Company shall be distinguished by its appropriate number. (iii)A Certificate under the Common Seal of the Company; specifying any shares held by any member shall be, prima facie, evidence of the title of the member of such shares. (a)Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of value of the premium on those shares shall be transferred to an account to be called the share premium account and the provisions of the Act relating to the reduction of the Share Capital of the Company shell except as provided in this Article, apply as if the share premium account were paid up share capital of the Company. (b) The share premium account may; notwithstanding, anything in clause (a) above, be applied by the, Company:

250

Sale of Fractional Shares

23

Acceptance Shares

of

24

Deposits and Calls etc. to be a Debt Payable Immediately

25

Company not Bound to Recognise any Interest in Shares other than of Registered Holder

26

Declarations of Person not Holding Interest in Shares

27

Issue of Certificates of Shares to be Governed by Section 84 of the Act etc.

28

(i)in paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares; (ii)in writing off the preliminary expenses of the Company; (iii)in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; or (iv) in providing for the premium payable on the redemption of any redeemable preference shares or any debentures of the Company If and whenever, as the result of issue of new or further shares or any consolidation or sub-division of shares, any shares are held by members in fractions, the Directors shall, subject to the provisions of the Act and these Articles if any, sell those shares, which members hold in fractions, for the best price reasonably obtainable and shall pay and distribute to and amongst the members entitled to such shares in due proportion, the net proceeds of the sale thereof. For the purpose of giving effect to any such sale the Directors may authorise any person to transfer the shares sold to the purchaser thereof, comprised in any such transfer and he shall not be bound to see the applications of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. An application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of any shares therein shall be an acceptance of shares within the meaning of these Articles and every person who thus or otherwise accepts any shares and whose name is on the Register of Members shall for the purpose of these Articles be a member, The Directors shall comply with the provisions of Sections 69, 70, 71, 72 and 73 of the Act in so far as they are applicable. The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, immediately, on the insertion of the name of the holder of such shares, become a debt, due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly. Save as herein provided, the Company shall be entitled to treat the person whose name appears of the Register of Members as the holder of any share as the absolute owner thereof, and accordingly shall not except as ordered by a Court competent jurisdiction or as by law required be bound to recognise any benami or partial or other claim or claims or right to or Interest In such share on the pari pasu of any other person whether-or not it shall have express or implied notice thereof and the provisions of Section 153 of the Act shall apply. When any declaration is filed with the Company under the provisions of Section 187C of the Act by any, holder of shares who does not hold beneficial interest in such shares specifying the particulars of the person holding beneficial interest in such shares or by a person who holds beneficial-interest in any shares of the Company but is not the registered holder of the Company shall make note of such declaration in its register of members and file, within 30 days from the date of receipt of the declaration by it, a return with the registrar, with regard to such declaration. (a)"Shares/Debenture Certificates shall be issued in marketable lots where share debenture certificates are issued for either more or less than marketable lots, sub- division/consolidation into marketable lots shall be done free of charge. The issue of certificates of shares or of duplicate or renewal of certificates of shares shall be governed, by the provisions of Section 84 of the Act, as may be applicable and by the Rules or notifications or orders, if any, which may be prescribed or made by competent authority under the Act or Rules or any other law. The Directors may also comply with the provisions of such rules or regulations of any stock exchange where the shares of the Company may be listed for the time being. (b)The Certificate of title of shares shall be issued under the Seal of the Company and shall be signed by such Directors or Officers or other

251

Limitation of Time of Issue of Certificate

29

Issue of new Certificates in Place of one Defaced Lost or Destroyed

30

authorised persons as may be prescribed by Rules made under the Act from time to time and subject thereto shall be signed in such manner and by such persons at the Directors may determine from time to time. (c)The Company shall comply with all rules and regulations and other directions which may be made by any competent authority under Section 84 of the Act. (d)A common form of transfer, shall be used, for transfer for, its Shares and/or Debentures. (a)Every member shall be entitled, without payment, to one Certificate for all the shares of each class or denomination registered in his name, or to several certificates, each for one or more of such shares and the Company shall complete and deliver such Certificates within the time provided by Section 113 of the Act unless the conditions of issue thereof otherwise provide. Every Certificate of shares shall be under the seal of the Company and shall specify the number and distinctive numbers of the shares in respect of which it is issued and the amount paid up thereon and shall be in such form as the Directors shall prescribe or approve provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue one than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient, delivery to all such holders. (b)The Company may not entertain any application for split of share/debenture certificate for less than 10 shares/debentures (all relating to the same series) in market lots as the case may be. Provided however this restriction may not apply to an application made by the existing member or debenture holder for split of share/debenture certificate with a view to make an odd lot holding into a marketable lot subject to verification by the Company. (c)Notwithstanding anything contained in Clause (a) above the Directors shall, however, comply with such requirements of the Stock Exchange where shares of the Company may be listed or such requirements of any rules make under the Act or such requirements of the Securities Contracts (Regulation) Act, 1956 as may be applicable. If any certificate be worn out, defaced, mutilated or torn if there be no, further space on the back hereof for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu, thereof, and if any certificate be lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate, being given, a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every Certificate under this Article shall be issued without payment of fees. Out of pocket expenses incurred by the Company in investigating the evidence as to the loss or destruction shall be paid to the Company if demanded by the Directors. Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or requirements of any Stock Exchange or the Rule made under the Act or the Rules made under Securities Contract (Regulation) Act, 1956 or any other Act, on Rules applicable in this behalf. The provisions of the Article under this heading shall mutatis mutandis apply to debentures of the Company.

UNDERWRITING COMMISSION AND BROKERAGE Title of Article Power to pay Certain Commission and Prohibition of Payment of All other Article Number 31 Contents (A)The Company may pay a commission to any person in consideration of (i)his subscribing or agreeing to subscribe whether absolutely or conditionally, for any shares in or debentures of the Company, subject to the restrictions specified in sub-section (4A) of Section 76 of the Act or

252

Commissions Discounts etc

(ii)his procuring or agreeing to procure subscriptions whether absolute or conditional for any share in or debentures of the Company, if the following conditions are fulfilled namely (a) the commission paid or agreed to be paid does not exceed in the case of shares five percent of the price at which the shares are issued and in the case of debentures, two and half percent of the price at which the debentures are issued; (b) the amount or rate percent of the commission paid or agreed to be paid, on commission paid or agreed to be paid; on shares on debentures offered to the public for subscription, is disclosed in the Prospectus, and in the case of shares or debentures not offered to the Public for subscription is disclosed in the Statement in lieu of Prospectus and filed before the payment, of the commission with the Registrar and where a circular or notice not being a prospectus inviting subscription for the shares or debentures is issued is also disclosed in that circular or notice (c) the number of shares or debentures which such persons have agreed for a commission to subscribe, absolutely or conditionally is disclosed in the manner aforesaid and (d) a copy of the contract for the payment of commission is delivered to the Registrar at the time of delivery of the prospectus or the statement . in lieu. of prospectus for registration. (B) Save as aforesaid and save as provided in Section 75 of the Act, the Company shall not allot any of its shares or debentures or apply any of its moneys, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of (i) his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in, or debentures of the Company, or (ii) his procuring or agreeing to procure subscriptions, whether absolutely or .conditionally, for any shares in, or debentures of the Company whether the shares, debentures or money be so allotted or applied by, being added to the purchase money of any property acquired by the Company or to the contract price of any work to be executed for the Company, or the money be paid out of the nominal purchase money or contract price, or otherwise (C) Nothing in this Article shall affect the power of the Company to pay such brokerage as it has hereto before been lawful for the Company to pay. (D) A vendor to, promoter of, or other person who receives payment in shares, debentures or money from the Company shall have and shall be deemed always to be have had power to apply any part of the shares, debentures or money so received for payment of any commission, the payment of which, if made directly by the Company would have been legal under Section 76 of the Act. (E)The commission may be paid or satisfied (subject to the provisions of the Act and these articles) in cash, or in shares, debentures of debenture-stock of the Company.

CALLS ON SHARES Title of Article Directors Make Calls May Article Number 32 Contents The Directors may from time to time and subject to Section 91 of the Act and subject to the terms on which any shares/debentures may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls as they think fit upon the members/debenture- holders in respect of all moneys unpaid on the shares/debenture held by them respectively and each member/debenture holder shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors, A call may be made payable by installments as may be

253

Calls to date from Resolution

33

Notice of Call

34

Directors may Extend Time

35

Sums Deemed to be Calls

36

Instalments on Shares to be Duly Paid

37

Calls on Shares of the Same Class to be made on Uniform Basis Liability of Joint Holders of Shares When Interest on Call or Installment Payable

38

decided by the Board. A call may be postponed revoked as the Board may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed and may be made payable by members/ debenture-holders on a subsequent date to be specified by the Directors. One month notice in writing shall be given by the Company of every call made payable otherwise than on allotment specifying the time and place of payment provided that before the time of payment of such call, the Directors may be notice is writing to the members/ debenture holders to revoke the same. The Directors may, from time to time, at their discretion, extend the time fixed for the payment of .any call, and may extend such time as to all or any of the members/ debenture holders who on account of residence at a distance or other cause the Directors may deem fairly entitled to such extension, but no member/debenture holder shall be entitled to such extension, save as a matter of grace and favor. Any sum, which .by the terms of issue of a share/debenture becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share/ debenture or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes' payable, and in case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified. If by the condition of allotment of any shares the whole or part of the amount of issue price thereof shall be payable by installments every such installment shall, when due, be paid to the Company by the person who, for the time being and from time to time, shall be the registered holder of the share or his legal representative. Where any calls for further Share Capital are made on shares, such calls shall be made on a uniform basis on all shares falling under the same class The joint holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such shares. If the sum payable in respect: of any call or installment be not paid on or before the day appointed for payment thereof or any such extension thereof, the holder for the time being or allotted of the share in respect of which a call shall have been made or the installment shall be due, shall pay interest as shall be fixed by the Board from the day appointed for the payment thereof or any such extension thereof to the time of actual payment but the Directors may waive payment of such interest wholly or in part. Neither a judgment nor a decree in favor of the Company for calls or other moneys due; in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of portion of any money which shall from time to time be due from any member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of any such payment preclude the forfeiture of such shares as herein provided On the trial or hearing of any action or suit brought by the Company against any member or his legal representative for the recovery of any money claimed to be due to the Company in respect of any shares it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered appears in the Register of Members as the holder or one of the holders, at or subsequent to the date at which the money is sought to be recovered is alleged to have become due, of the shares in respect of which such money is sought to be recovered and that the resolution making the

39

40

Partial Payment not to Preclude Forfeiture

41

Proof on Trial of Suit for Money due on Shares

42

254

Payment in Anticipation of Calls may Carry Interest

43

call is duly recorded in the Minutes Book; and that the notice of such call was duly given to the member or his representatives, sued in pursuance of these presents; and it shall not be necessary to prove the appointment of the Directors who made such calls nor that a quorum of Directors was present at the Board at which any call was made, nor that the meeting at which any call was made was duly convened or constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. (a)The Directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and receive from any member willing to advance the whole or any part of the money due upon the shares held by him, beyond the sums actually called for, and upon the amount so paid or satisfied. in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which: such advance has been made, the Company may pay interest at such rate, to the 'member paying such sum in advance and the Directors agree upon provided that money paid in advance of calls shall not confer a right to participate in profits or dividends, The Directors may at any time repay the amount so advanced, (b)The member shall not however be entitled to any voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the Company.

LIEN Title of Article Company lien on Shares/Debentures Article Number 44 Contents The Company shall have a first and paramount lien upon all the shares and/or debentures (other than fully paid-up shares and/or debentures) registered to the name of each Member and/or debenture holder (whether held singly or jointly with others) in respect of all moneys called or payable at a fixed time in respect of such shares whether the time for payment thereof shall have actually arrived or not and shall extend to all dividends, interest rights and bonuses from time to time declared in respect of such shares and/or debentures, Unless otherwise agreed the registration of transfer of shares and/or debentures shall operate as a waiver of Company's lien, if any, on such shares and/or debentures, The Directors may at any time declare any share and/ or debenture wholly or in part exempt from the provisions of this Articles For the purpose of enforcing such lien, the Board may sell the shares! debentures subject thereto in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such shares and/or debentures and may authorise one of their members or appoint any officer or Agent to execute a transfer thereof on behalf of and in the name of such member/ debenture holder. No sale shall be made until such period, as may be stipulated by the Board from time to time, and until notice of at least 30 days in writing of the intention to sell shall have been served on such member and/or debenture holder or his legal representatives and default shall have been made by him or them in payment, fulfillment, or discharge of such debts, liabilities or engagements for fourteen days after such notice. (a)The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the persons entitled to the shares and/or debentures at the date of the sale.

As to Enforcing lien by sale

45

Application of Proceeds of Sale

46

255

(b)The Company shall be entitled to treat the registered holder of any share or debenture as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or by statute required) be bound to recognise equitable or other claim to, or interest in, such snares or debentures .on the part of any other person. The Company's lien shall prevail not withstanding that it has received notice of any such claims. FORFEITURE Title of Article If Call or Installment not paid Notice must be given Article Number 47 Contents (a)If any member or debenture holder fails to pay the whole or any part of any call or installment or any money due in respect of any share or debentures either by way of principal or interest on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Directors may at any time thereafter, during such time as the call or any installment or any part thereof or other moneys remain unpaid or a judgment or decree in respect thereof remains unsatisfied .in whole" or in part, serve a notice on such member or debenture holder or on the person (if any) entitled to the share by transmission requiring him to pay such call or installment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such nonpayment. (b)The notice shall name a day not being less than one month days from the date of the notice and a place or places, on and at which such call, or installment or such part or other moneys as aforesaid and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of nonpayment of call amount with interest at or before the time and at the place appointed, the shares or debentures in respect of which the call was made or installment or such part or other moneys is or are payable will be liable to be forfeited. In Default of Payment Shares or Debentures to be forfeited If the requirements of any such notice as aforesaid are not complied with any share debenture in respect of which such notice has been given, may at any time thereafter before payment of all calls or installments, interest and expenses or other moneys due in respect thereof, be forfeited by a resolution of the Directors to that effect. Neither the receipt by the Company of a portion of any money which shall from time to time be due from any member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company, In respect of the payment of any such money, shall preclude the company from thereafter proceeding to enforce a forfeiture of such shares as herein provided. Such forfeiture shall include all dividends declared or interest paid or any other moneys payable in respect of the forfeited shares or debentures and not actually paid before the forfeiture. When any shares debentures shall have been so forfeited, notice of the forfeiture shall be given to the member or debenture holder in whose name in stood immediately prior to the forfeiture and any entry of the forfeiture with the date thereof shall forthwith be made in the Register of members or debenture holders but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid. Any share or debenture so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the original holder or to any other 'person upon such terms and in such manner as the Directors shall think fit

In Default of payment shares or Debentures to be forfeited

48

Entry of Forfeiture in Register of Members/Debenture holders

49

Forfeited Share/Debenture to be Property of Company and may

50

256

be sold Power to Forfeiture

Annual

51

52

Effect of Forfeiture

53

Certificate of Forfeiture

54

Validity of Sales under Articles 43 and 50

55

Cancellation of Share/Debenture Certificate in Respect of Forfeited shares/Debentures

56

Title of Purchaser and Allotted of Forfeited Shares/Debentures

57

Surrender of Shares or Debenture

58

The Directors may, at any time, before any shares or debentures so forfeited shall have been sold, re-allotted or otherwise disposed of, annul forfeiture thereof upon such conditions as they think fit, Shareholders or Debenture holders still be liable to pay Money Owing at Time of Forfeiture and Interest. Any member or debenture holder whose shares or debentures have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company, all calls, installments, interest, expenses and other money owing, upon or in respect of such ,shares or debentures at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment at such rate as the Directors may determine, and the Directors may enforce the payment of the whole or a portion thereof, if they think fit, but shall not be under any obligation to do so. The forfeiture of a share or a debenture shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share or debenture and all other rights incidental to the share or debenture, except only such of these rights as by these Articles are expressly A Certificate in writing under the hand of one Director and countersigned but the Secretary or any other Officer authorised by the Directors for the purpose, that the call in respect of a share or debenture was made and notice thereof given and that default in payment of the call was made that the forfeiture of the share or debenture was made by a resolution of Directors to that effect shall be conclusive evidence of the facts stated therein as against all persons entitled to such share or debenture. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers here in above given, the Directors may, if necessary, appoint some person to execute an instrument of transfer of the shares or debentures sold and cause the purchaser's name to be entered in the Register of members or Register of debenture holders in respect of the shares or debentures sold, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money and after his name has been entered in the Register of members or debenture holders in respect of such shares or debenture the validity of the sale shall. not be impeached by any person, and the remedy of any person aggrieved by the sale shall be, for damages only and against the Company exclusively. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificates originally issued in respect of the relative shares or debentures' shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting member or debenture holder) stand cancelled and become null and void and be of no effect, and the directors shall be entitled to issue a duplicate certificate/s in respect of the said share or debentures to the person/s entitled thereto. The Company may receive the consideration, if any, given for the share or debenture on any sale, re-allotment or other disposed on. thereof, and the person to whom such share or debenture is sold, re-allotted or disposed of may be registered as the holder of the share or debenture and shall not be bound to see to the application of the' consideration, if any, nor shall his title to the share or debenture be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share or debenture. The Directors may, subject to the provisions of the Act, accept a surrender of any share or debenture from or by any member or debenture holder desirous of surrendering them on such terms as they think fit.

257

TRANSFER AND TRANSMISSION OF SHARES AND DEBENTURES Title of Article Register of Shares or Debenture Form of Transfer Article Number 59 Contents The Company shall keep a book to be called the Register of transfers and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share. The instrument of transfer shall be in writing and all the provisions of Se~tionl08 of the Act, shall be duly complied with in respect of all transfer of shares and registration thereof. Every such instrument of transfer shall be signed both by the transferor and transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register of members in respect thereof. (a) Subject to the provisions of Section 111 of the Act and Section 22 of Securities Contract (Regulations) Act, 1956 and the rules and regulations made there under, the Directors may, at their own absolute and uncontrolled discretion, decline by giving reasons to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases Directors shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except when the Company has a lien on the shares. (b) Nothing in Sections 108, 109 and 110 of the Act shall prejudice this power to refuse to register the transfer of, or the transmission on legal documents by operation of law of the rights to, any shares or interest of a member in, or debentures of the Company (a) An application of registration of the transfer of shares may be made either by the transferor or the transferee provided that where such application is made by the transferor, no registration shall in the case of partly paid shares be effected unless the Company gives notice of the application to the transferee and subject to the provisions of Cause (d) of this Article, the Company shall unless object is made by the transferee, within two weeks from the date of receipt of the notice, enter in the Registrar of members the name of the transferee In the same manner and , subject to the same conditions as if the application for registration was made by the transferee. (b) For the purpose of clause (a) above notice to the transferee shall be deemed to have been duly given if sent by prepaid register post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered to him in the ordinary course of post. (c) It shall not be lawful for the Company to register a transfer of any shares unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation if any, of the transferee has been delivered to the Company along with the Certificate relating to the shares and if no such Certificate is in existence, along with the letter of allotment of shares. The Directors may also call for such other evidence as may reasonably be required to show the right of the transferor to make the transfer, provided that where it is proved to the satisfaction of the Directors

60

Instrument of Transfer to be executed by Transferor and Transferee Directors may Refuse to Register Transfer

61

62

Transfer of Share

63

258

Custody Instrument Transfer

of of

64

Transfer Books and Register of Members when Closed

65

Transfer etc.

to

Minors

66

Title to Share Deceased Holder

of

67

Registration of Persons Entitled to Share Otherwise than by Transfer

68

of the Company that an instrument of transfer signed by the transferor and the transferee has been lost, the Company may, if the Directors think fit, on an application in writing made by the transferee and bearing the stamp required by an instrument of transfer register the transfer on such terms as to indemnity as the Directors may think fit. (d) Nothing in clause (c) above shall prejudice any power of the Company to register as share holder any person to whom the right to any share has been transmitted by operation of law. (e) Nothing in this Article shall prejudice any power of theCompany to refuse to register the transfer of any share. The instrument of transfer shall after' registration be retained by the Company and shall remain in their custody. All instruments of transfer which the Directors may decline to register shall on demand be returned to the persons depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine. The Board shall have power on giving not less than seven days previous notice by advertisement in some newspaper circulating in the district in which the office of the Company is situated, to close the Transfer books. The Register of members or Register of debenture holders at such time or times and for such period' or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each year. Only fully paid shares or debentures shall be transferred a minor acting through his/her legal or natural guardian. Under no circumstances, shares or debentures be transferred to any insolvent or a person of unsound mind. The executors or administrators of a deceased member (not being one or two or more joint holders) or the holder of a Succession Certificate or the legal representative of a deceased member (not being one or two or more joint holders) shall be the only persons whom the Company will be bound to recognize as having any title to the shares registered in the name of such member, and the Company shall not be bound to recognize such executors or administrators or the legal representatives unless they shall have first obtained probate or Letters of Administration or a Succession Certificate, as the case may be, from a duly constituted competent court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with the production of probate or Letters of Administration or a Succession Certificate upon such terms as to indemnity or otherwise as the Directors in their absolute discretion may think necessary and under Article 66 register the name of any person who claims to be absolutely entitled to the shares standing in the name of deceased member, as a member. (a)Subject to the provisions of Article 74 any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by a transfer in accordance with these presents, may with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of such titles as the Directors shall think sufficient, either be registered himself as a member in, respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a member in respect of such shares. Provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favors of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so, he shall not be free from any liability in respect of such shares.

259

Claimant to be Entitled to Same Advantage

69

Persons Entitled may Receive Dividend without being registered as Member

70

Refusal to Register Nominee

71

Directors may require Evidence of Transmission

72

Fee on Transfer/Subdivision Consolidation of Shares and Debentures

73

(b) A transfer of the share or other interest in the Company of a deceased member .thereof made by his legal representative shall although the legal representative is not himself a member, be as valid as if he had been a member at the time of the execution of the instrument of transfer. The person becoming entitled to a share by reason of the death, lunacy, bankruptcy or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled as if he were registered holder of the shares except that he shall not before being registered as a member in respect of the share, be entitled in respect of it, to exercise any right conferred by membership in relation to the meeting of the Company provided that the Board may at any time give notice requiring any such persons to elect either to be registered himself or to transfer shares and if the notice is not complied within sixty days, the Board shall thereafter withhold of all dividends, interests, bonuses or other moneys payable in respect of the share until to requirements of the notice have been complied with. (a)A person entitled to a share by transmission shall, subject to the rights of the Directors to retain such dividends, bonuses or moneys as hereinafter provided be entitled to receive, and may give discharge for any dividends, bonuses or other moneys payable in respect of the share debenture. (b)This Article shall not prejudice the provisions of Articles of 45 and 56. The Directors shall have the same right to refuse on legal grounds to register a person entitled by transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration. Every transmission of a share shall be verified in such manner as the, Directors may require, and the Company may refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity. (a) The Company shall not make any charge: (i) For registration of transfers of Shares and Debentures; (ii) For sub-division and/or consolidation of Shares and/or Debenture Certificates and for sub-division of letter of Allotment and Split, Consolidation, Renewal and Transfer Receipts into denominations corresponding to the Market units of trading; (iii) For sub-division of renounce able letters of Right; (iv) For issue of new certificate in replacement of those which are old, decrepit or worn out or where the cages on the reverse for recording transfers have been fully utilised. (v)For registration of any Power of Attorney, Probate, Letters of Administration or similar other documents. (b) The Company shall not charge any fees exceeding those which may be agreed upon with the Stock Exchange: (i) For Issue of new certificates in replacement of those that are torn, defaced, lost or destroyed. (ii) For sub-division and consolidation of Shares and Debentures Certificates and for sub-division of Letters of Allotment and Split, Consolidation, Renewal and Receipts into denominations '9ther than those fixed for the market units of trading. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner there or (as shown or appearing in the Register of

The Company not liable for Disregard of a Notice Prohibiting Registration of

74

260

Transfer

Not more than Four Persons as Joint Holders

75

members) to the prejudice or persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such, transfer and may have entered such notice referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, thought it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect ,thereto if the Directors shall so think fit. The Company shall be entitled to decline to register more than four persons as the holders of any shares. The provisions of these Articles shall mutatis mutandis apply to the transfer or transmission by operation of law of debenture of the Company.

JOINT HOLDERS Title of Article Joint Holders Article Number 76 Contents Where two or more persons are registered as the holders of any share/ debenture, they shall be deemed (so far as the Company is concerned) to hold the same as joint tenants with benefits of survivorship, subject to the following and other provisions contained in these Articles. (a) In the case of a transfer of share/ debenture held by joint holders, the transfer will be effective only if it is made by all the joint holders. (b) The Joint holder of any share/debenture shall be liable severally as well as jointly \ for and in respect of all calls or instilments and other payments which ought to be made in respect of such share/debenture. (c) On the death of anyone or more of such joint holders the survivor or survivors shall be the only person or persons. recognized by the Company as having any title to the share/debenture, but the Directors may require such evidence of death as they may deem fit, and nothing herein contained shall be taken to, release the estate of a deceased joint holder from any liability on share/debentures held by him jointly with any other person. (d) Anyone of such joint holders may give effectual receipts of any dividends, interests or other moneys payable in respect of such share/debenture. (e) Only the person whose name stands first in the Register of Members Debenture holders as one of the joint holders of any share/debentures shall be entitled to the delivery of the certificate relating to such share/ debenture or to receive notice (which expression shall be deemed to include all documents as defined in Article (2) (a) hereof and any document served on or sent to such person shall be deemed service on all the joint holders. (f) (i) Anyone of two or more joint-holders may vote at any meeting either personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint-holders be present at any meeting personally or by proxy or by attorney then that one of such persons so present whose name stands first or higher as the case may be on the Register in respect of such share shall at one be entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to be present at the meeting provided always that a jointholder present at any meeting personally shall be entitled to vote

261

Borrowing Powers

77

Bonds, Debentures etc. to be subject to control of Directors

78

Securities may be Assignable free from Equities Power to issue shares at Discount

79

80

Debentures with voting rights not to be issued

81

in preference to a joint-holder present by Attorney or by proxy although the name of such joint-holder present by an Attorney or proxy stands first or higher (as the case may be) in the Register in respect of such shares. (ii) Several executors or administrators of a deceased member in whose (deceased member) sole name any share stands shall for the purpose of this clause be deemed joint holders. (a) Subject to the provisions of Sections 58A, 292 and 293 of the Act and of these Articles and subject to any restriction imposed by Reserve Bank of India, Board of Directors, may from time to time at its discretion, by a resolution passed at a meeting of the Board, accept deposits from members either in advance of calls or otherwise, and generally accept deposits, raise loans or borrow or secure the I payment of any sum or sums of money for the purpose of the Company. Provided' however where the moneys to be borrowed together with the moneys already borrowed including acceptance of deposits apart from temporary loans obtained from the Company's Bankers in the ordinary course of business, exceed the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart for any specific purpose) the Board of Directors shall not borrow such moneys without the sanction of the Company in General Meeting. No debt incurred by the Company in excess of the limit imposed by this Article shall be paid or effectual unless the tender or proves that he advanced the loan in good faith and without knowledge that the limit imposed by this Article had been exceeded. Term of Issue of Debenture (b)Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares, standing (but not voting) at the General Meeting, appointment of Directors and otherwise Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution. Any bonds, debentures, debenture-stocks or other securities issued or to be issued by the company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company. Provided that bonds, debentures debenture-stock or other securities so issued or to be issued by the Company with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in general meeting. Debentures, debenture-stocks, bonds or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. With the previous authority of Company in General Meeting and the sanction of the Company Law Board and upon otherwise complying with the provisions of Section 79 of the Act, it will be lawful for the Directors to issue at a discount, shares of a class already issued. (a) The Company shall not issue any debentures carrying voting rights at any meeting of the Company whether generally or in respect of particular classes of business. (b) The Company shall have power to reissue redeemed debentures 1n certain cases in accordance with Section 121 of the Act. (c) Payments of certain debts out of assets subject to floating charge in priority to claims under the charge may be made in accordance with the provisions of Section 123 of the Act.

262

Limitation of Time for Issue of Certificate

82

Right to Obtain Copies of and Inspect Trust Deed

83

Mortgage of Uncalled Capital

84

Indemnity may be given

85

Registration of Charges

86

(d) Certain charges mentioned in Section 125 of the Act shall be void against the liquidators or creditors unless registered as provided in Section 125 of the Act. (e) The term 'charge' shall include mortgage in these Articles. (f) A contract with the Company to take up and pay for any debentures of the Company may be enforced by a decree for specific performance. The Company shall, within three months after the allotment of any of its debentures or debenture-stock, and within one month after the application for the registration of the transfer of any such debentures or debenture stocks have to complete and deliver the Certificate of all the debentures and the Certificates of all debenture stocks allotted or transferred unless. the conditions of issue of the debentures or debenture-stocks otherwise provide. The expression transfer for the purpose of this clause means a transfer duly stamped and otherwise valid and does not include any transfer which the Company is for any reason entitled to refuse to register and does not register. (i) A copy of any Trust Deed for securing any issue of debentures' shall be forwarded to the holder of any such debentures or any member of the Company at his request and with s even days of the making thereof on payment. (a) in the case of a printed Trust Deed of the sum of Rupee one and (b) in the case of a Trust Deed which has not been printed of thirty seven paise for every one hundred words or fractional part thereof required to be copied. (ii) The Trust Deed referred to in item (i) above also be open to inspection by any member or debenture holder of the Company in the same manner, to the same extent, and on payment of the same fees, as if it were the Register of members of the Company. If any uncalled capital of the Company is included in or charged by any mortgage or other security the Directors shall, subject to the provisions of the Act and these Articles, make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed. If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage charge' or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability. a) The provisions of the Act relating to registration of charges shall be complied with. (b) In case of a charge created out of India and comprising solely property situated outside India, the provisions of Section 125 of the Act shall also be complied with. (c) Where a charge is created in India but comprises property' outside India, the instrument, creating or purporting to create the charge under Section 125 of the Act or a copy thereof verified in the prescribed manner, may be filed for registration, notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated, as provided by Section 125 of the Act. (d) Where any charge on any property of the Company required to be registered under Section 125 of the Act has been so registered, any person acquiring such property or any 'part thereof or any share or Interest therein shall be deemed to have notice of the charge as from the date of such registration. (e) In respect of registration of charges on properties acquired

263

Trust not Recognised

87

subject to charge, the provisions of Section 127 of the Act shall be complied with. (f) The Company shall comply with the provisions of Section 128 of the Act relating to particulars in case of series of debentures entitling holders pari passu. (g) The Company shall comply with the provision of Section 129 of the Act in regard to registration of particulars of commission, allowance or discount paid or made directly or indirectly, in connection with the debentures. (h) The provisions of Section 133 of the Act as to endorsement of Certificate of registration on debenture or Certificate of debenture stock shall be complied with by the Company. (i) The Company shall comply with the provisions of Section 134 of the Act as regards; registration of particulars of every charge and of every series of debentures. (j) As to modification of charges, the Company shall comply with the provisions of Section 135 of the Act. (k) The Company shall comply with the provisions of Section 136 of the Act regarding keeping a copy of instrument creating charge at the registered office of the Company and comply with the provisions of Section 137 of the Act in regard to entering in this register of Charges any appointment of Receiver or Manager as therein provided. (I) The Company shall also comply with the provisions of Section 138 of the Act as to reporting satisfaction of any charge and procedure thereafter. (m) The Company shall keep at its registered office a Register of Charges and enter therein all charges specifically affecting any property of the Company and all floating charges on the undertaking or on any property of the Company giving in each case. (i) a short description of the property (ii) the amount of the charge; and (iii) except in the case of securities to bearer, the names of persons entitled to the charge. (n) Any creditor or member of the Company and any other person shall have the right to inspect copies of instruments creating charges and the Companys Register of Charges in accordance with and subject to the provisions of Section 144 of the Act. No notice of any trust, express or implied or constructive, shall be entered on the register of Debenture holders.

SHARE WARRANTS Title of Article Power to Issue Share Warrants Article Number 88 Contents The Company may issue share warrants subject to and in accordance with the provisions of Sections 114 and 115 of the Act and accordingly, the Board may, in its discretion, with respect to any share which is fully paid upon application in writing signed by the person registered as holder of the share and authenticated by such evidence (if any) as the Board may, from time to time require as to the identity of the person signing the application, and, on receiving the certificate (if any) of the Share, and to amount of the stamp duty on the warrant and such, fee as the Board may; from time to time require, issue a share warrant. (a) The bearer of a share warrant may at any time deposit the warrant at the office .of the company, and so long as the warrant remains so deposited the depositor shall have the same right of signing a requisition for calling a meeting of the Company, and of attending, and voting, and exercising the

Deposit of Share Warrants

89

264

Privileges and Disabilities of the Holders of the Share Warrant

90

Issue of New Share Warrant or Coupon

91

other privilege of a Member at any meeting held after the expiry of two clear days from the time of deposit; as if his name were inserted in the Register of members as the holder of the share included in the deposited warrant. (b)Not more than one person shall be recognised as depositor of the Share Warrant. (c)The company shall on two days written notice return the deposited share warrant to the depositor. (a) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a requisition for calling a meeting of the Company, or attend or vote or exercise any other privileges of a Member at a meeting of the Company, or be entitled to receive any notice from the Company. (b) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register of members as the holders of the share included in the warrant and he shall be member of the Company. The Board may, from time to time, make rules as the terms on which (if it shall think fit) a new share warrant or coupon, may be issued by way of renewal in case of defacement, loss or destruction.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION Title of Article Share may be converted into Stock Article Number 92 Contents The Company in general meeting may convert any paid up share into stock and when any share shall have been converted into stock the several holders of such stock may thenceforth transfer their respective interest therein or any part of such interests, in the same manner and subject to the same regulations as, and subject to which shares from which the stock arise might have been transferred, if no such conversion had taken place, or as near there to as circumstances will admit. The Company may at any time reconvert any stock in to paid up share of any denomination. The holders of stock shall, according to the amount of stock, held by them, have the same right, Privileges and advantages as regards dividends, voting or meeting of the Company and other matters, as if they held the shares from which the stock- arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and the assets on winding up) shall be conferred by an amount of stock which would not if existing in share, have conferred that privilege or advantage.

Rights of Stock Holders

93

GENERAL MEETINGS Title of Article Statutory Meeting Article Number 94 Contents The statutory meeting of the Company shall be held at such place and time (within a period of not less than one month nor more than six months from the date on which the Company is entitled to commence business) as the Directors may determine and the Directors shall comply with the provision of the Section 165 of the Act relating thereto.

265

Annual General Meeting

95

Time and Place of Annual General Meeting

96

Sections 171 to 186 of the Act shall apply to Meeting

97

Powers of Directors to Call Extraordinary General Meeting Calling of Extra Ordinary General Meeting on Requisition

98

Subject to the provisions contained in Section 166 and 210 of the Act, as far as applicable, the Company shall in each year hold, in addition to any other meetings, a general meeting as its annual general meeting, and shall specify, the meeting as such in the notice calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. Provided that if the Registrar for any special reason extends the time within which any annual general meeting shall be held, then such annual general meeting may be held within such extended period Every annual general meeting shall be called at any time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situated, and the notice calling the meeting shall specify it as the annual general meeting. Sections 171 to 186 of the Act with such adaptation and modifications, if any as may be prescribed, shall apply with respect to meeting of any class of members or debenture holders of the Company in like manner as they would with respect to general meetings of the Company. The Directors may call an extraordinary general meeting of the Company whenever they think fit. (a) The Board of Directors of the Company shall on the requisition of such number of members of the Company as is specified in clause (d) of this Article, forthwith proceed duly to call an Extra-ordinary general meeting of the company. (b) The requisition shall set out the matters for the considerations of which the meeting is to be called, shall be signed by requisitions, and shall be deposited at the registered office of the company (c) The requisition may consist of several documents in like forms, each signed by one or more requisitions. (d) The number of members entitled to requisition a meeting in regard to any matter shall be such number of them as hold at the date of the deposit of the requisition not less than one tenth of such of the paid up share capital of the Company as at that date carried the right of voting in regard to that matter. (e) Where two or more distinct matters are specified in the requisition the provisions of clause (d) above, shall apply separately in regard to each such matter; and the requisition shall accordingly be valid only in respect of those matters in regard to which the condition specified in that clause is fulfilled. (f) If the Board does not, within twenty one days from the date of deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of these matters then on a 'day not later than forty five days from the date of the deposit of the requisition, the meeting may be called. (i) by the requisitions themselves (ii) by such of the requisitions as represent either a majority in value of the paid up share capital held by all of them or not less than one tenth of such of the paid up share capital of the Company as is referred to in clause (d) above whichever is less. Explanation: For the purpose of this clause, the Board shall in the case of a meeting at which Resolution is to be proposed as a Special Resolution, be deemed not to have duly convened the meeting if they do not give such notice is thereof as is required by sub-section (2) of Section 189 of the Act. (g) A meeting, called under Clause (f) above, by the requisitions or any of them

99

266

Length of Notice for Calling Meeting

100

Contents and Manner of Service of Notice and Persons on whom it is to be served

101

(i) shall be called in the same manner, as nearly as possible as that in which meetings are to be called by the Board; but (ii) shall not be held after the expiration of three months from the date of the deposit of the requisition. Explanation: Nothing in Clause (g) (ii) above, shall be deemed to prevent a meeting only commenced before the expiry of the period of three months aforesaid, from adjourning to some day after the expiry of that period. (h) Where two or more persons hold any shares or interest in the Company jointly, requisition, or a notice calling a meeting, signed by one or some of them shall, for the purpose of this Article, have the same force and effect as if it had been signed by all of them. (i) Any reasonable expenses incurred by the requisitions by reason of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the Company; and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration for their services to such of the Directors as were in default (a) A general meeting of the Company may be called by giving not less than twenty one days' notice in writing. (b) A General Meeting of the Company may be called after giving shorter notice than that specified in clause (a) above, if consent is accorded thereto (i) in the case of an annual general meeting by all the members entitled to vote thereto; and (ii) in the case of any other meeting, by members, of the Company holding not less than 95 (ninety five) per cent of such part of the paid up capital of the Company as gives a right to vote at the meetings; Provided that where any members of the Company are entitled to vote only on some resolution or resolution to be moved at the meeting and not on the others, those members shall be taken into account for the purposes of this clause in respect of the former resolution or resolutions and not in respect of the latter. (a) Every notice of a meeting of the Company shall specify the place and the day and hour of the, meeting and shall contain a statement of the business to be transected there at. (b) Notice of every meeting of the Company shall be given (i) to every member of the Company, in any manner authorised by sub-sections (1) to (4) of Section 53 of the Act; (ii) to the persons entitled to a share in consequence of a deal or insolvency of a member, by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred; (iii) to the Auditor or Auditors for the time being of the Company in any manner authorised by Section 53 of the Act in the case of any member or members of the Company and (iv) to all the Directors of the Company. Provided that where the notice of a meeting is given by advertising the same in a newspaper circulating in the neighborhood of the Registered Office of the

267

Explanatory Statement to be Annexed to Notice

102

Quorum for Meeting

103

Adjourned Meeting to Transact Business

104

Chairman of General Meeting

105

Company under sub Section (3) of Section 53 of the Act, the statement of the material facts referred to in Section 173 of the Act need not be annexed to the notice as required by that Section but it shall be mentioned in the advertisement that the statement has been forwarded to the members of the Company. (c) The Accidental omission to give notice to, or the non-receipt of notice by any member or other person to whom it should be given shall not invalidate the proceedings at the the Meeting. (A) For the purpose of this Article (i) in the case of an annual general meeting, all business to be transacted at the meeting shall be deemed special with the exception of business relating to (a) the consideration of the accounts, balance sheet and the reports of the Board of Directors and auditors. (b) the declaration of a dividend. (c) the appointment of directors in the place of those, retiring, and (d) the appointment of and the fixing of the remuneration of the auditors and (ii) in the case of any other meetings, all business shall be deemed special. (B) Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each item of business including in particular the nature of the concern of interest, if any, therein of ever)' Director, and the manager, if any. Provided that where any item of special business as aforesaid to: be transacted at a meeting of the Company relates to, or affects, any another Company, the extent of shareholding interest in that' other Company of any such person shall be set out in circumstances specified in the provision to sub-section (2) of section 173 of the Act. (C) Where any item of business consists of the according of approval to, any document by the meeting, the time and place where the documents can be inspected shall be specified in the statement aforesaid. (a) Five members personally present shall be the quorum for a General Meeting of the Company. (b) (i) If within half an hour from the time appointed for holding meeting of the Company, a quorum is not present, the meeting, if called upon by requisition of members, shall stand dissolved. (ii) In any other case, the meeting :shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place, as the Board may determine. (c) No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business. (a) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be the quorum. (b) Where a resolution is passed at an adjourned meeting of the Company, the resolution shall, for all purposes be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have -been passed on any earlier date. (a) No business shall be discussed or transacted at any general meeting except the election of a Chairman whilst the Chair is

268

Chairman with Consent may adjourn the Meeting Business at the Adjourned Meeting Notice of Adjourned Meeting In what Cases Poll taken with or without Adjournment

106

107

108

109

vacant. (b) (i) The Chairman of the Board of Directors shall be entitled to take the Chair at every general meeting, if there be no, Chairman or if at any meeting he shall not be present within 15 (fifteen) minutes after the time appointed for holding such meeting or is unwilling to act, subject to Article 182 ,the Directors present may choose' one of themselves to be the Chairman and in default of their doing so, the members present shall choose one of the Directors to be the Chairman and if no Directors present be willing to take the Chair the members present shall choose one of themselves to be the Chairman. (ii) If at any meeting a quorum of members shall be present, and the Chair shall not be taken by the Chairman or ViceChairman of the Board or by a Director at the expiration of 15 minutes from the time appointed for holding the meeting or if before the expiration of that time all the Directors shall decline to take the Chair, the members present shall choose one of their members to be the Chairman of the meeting. The Chairman with the consent of the meeting may adjourn any meeting from time to time and from place to place in the city, town or village where the registered office of the Company is situated. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned only for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Any poll duly demanded on the election of a Chairman of a meeting or any question of adjournment shall be taken at the meeting forthwith, save as aforesaid, any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

PROXIES Title of Article Proxies Article Number 110 Contents (a) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint any other person (whether a member or not) as his proxy to attend and vote instead of himself. A member (and in case of joint holder, all holders) shall not appoint more than one person, as proxy. A proxy so appointe9 shall not have any right to speak at the meeting. Provided that unless where the proxy is appointed by a body corporate a proxy shall not be entitled to vote except on a poll. (b) In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself, and that a proxy need not be a member. (c) The instrument appointing a proxy ,or any other document necessary to show the validity or otherwise relating to the appointment of a proxy shall be lodged with the Company not less than 48 (forty eight) hours before the meeting in order that the appointment may be effective thereat. (d) The instrument appointing a proxy shall: (i)Be in writing, and (ii) Be signed by a appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, by under its seal or be signed by an officer or any attorney duly authorised by it. (e) Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in usual

269

common form or if such other form as the Directors may approve from time to time. (f) An instrument appointing a proxy, if in any of the forms set out in Schedule IX to the Act shall not be questioned on the ground that it fails to comply with any special requirements specific for such instrument by these Articles. (g) Every member entitled to vote at a meeting of the Company, or on any resolution to be moved thereat, shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged at any time during the business hours of the Company, provided not less than 3 (three) days' notice in writing of the intention so to inspect is given to the Company. VOTES OF MEMBERS Title of Article Restrictions on Exercise of Rights of Members who have not paid Calls etc. Article Number 111 Contents (a) No members shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has and has exercised any right of lien. (b) Where the shares of the Company are held in trust, the voting power in respect of such shares shall be regulated by the provisions of Section 187B of the Act. A member is not prohibited from exercising his voting right on the ground that he has not held his share or other interest in the Company for any specified, period preceding the date on which the vote is taken, or on any other ground not being a ground set out in Article 108. Any shareholder whose name is entered in the Register of members for the Company shall enjoy the same rights and be subject to the same liabilities as all other shareholders of the same class. At any general meeting a resolution put to vote at the meeting shall unless a poll is demanded under Section 179 of the Act be decided on a show of hands. (a) subject to the provisions of the Act, upon show of hands every members entitled to vote and present in person shall have one vote, and upon a poll every member entitled to vote and present in person or by proxy shall have one vote, for every share held by him. (b) No member not personally present shall be entitled to vote on a show of hands unless such member is a body corporate present by proxy or by a representative duly authorised under Sections 187 or 187A of the Act, in which case such proxy or representative may vote on a show of hands as if he were a member of the Company. A member of unsound mind or in respect of whom an order has been made any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee or other legal guardian and any such committee or guardian may, on poll vote by proxy; if any member be a minor the vote in respect of his share or shares shall be by his guardians or anyone of his guardians or, anyone of his guardians, if more than one, to be selected in case of dispute by the Chairman of the meeting. Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the transmission clause to any shares may vote at any general meeting in respect thereof as if he was the registered holder of such shares, provided that at least 48 (forty eight) hours before the time of holding the meeting or adjourned meeting as the case may be at which he proposed to vote, he shall

Restriction on Exercise of Voting Right in Other cases to be void it Equal Rights of Share Holders

112

113

Voting to be by show of Hands in First Instance

114

Voting rights of members of unsound mind and minors

115

Votes in respect of Shares of Deceased or Insolvent Members etc.

116

270

Custody of Instrument

117

Validity of Votes given by Proxy Notwithstanding Death of Members etc.

118

Time for Objections for Vote

119

Chairman of any Meeting to be the judge of any Vote Chairman's Declaration of result of Voting by show of Hands to be Conclusive

120

121

Demand for Poll

122

Demand for Poll not to prevent Transaction of other Business Time of taking Poll

123

124

Right of a Member to use his Votes Differently Scrutinizers at Poll

125

126

satisfy the Directors of his right to such shares unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof. If any such instrument of appointment be confirmed to the object of appointing proxy or substitute for voting at meeting of the Company, it shall remain permanently or for such time as the Directors may determine in the custody of the Company; if embracing other objects a copy thereof examined with the original shell be delivered to the Company to remain in the custody of the Company. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or of any power of attorney under which such proxy was signed or the transfer of the share in respect "Of which the vote is given, provided that no intimation in writing of the death, revocation or transfer shall have been received at the registered .office of the Company before the meeting. No objection shall be made to the validity of any vote except at the meeting or poll may which such vote shall be tendered and every vote whether given personally or by an agent or proxy or representative not disallowed at such meeting or poll shall be deemed valid for all purposes or such meeting or poll whatsoever. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of {he validity of every vote tendered at such poll. A declaration by the Chairman in pursuance of Section 177 of the Act that on a show of hands, a resolution has or has not been carried, either unanimously or by a particular majority, and an entry to that effect in the books containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution. (a) Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion and shall be ordered to be taken by him or; a demand made in that behalf by any member or members present in person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being less than one-tenth of the total voting Power in respect of the resolution or on which an aggregate sum of not less than Fifty Thousand Rupees has been paid up. (b) The demand for a poll may be withdrawn at any time by the person or persons who make the demand. The Demand for a poll except on the question of the election of the Chairman and of an adjournment shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demand (a) A poll demanded on a question of adjournment shall be taken forthwith. (b) A poll demanded on any other question (not being a question relating to the election of a Chairman which is provided for in Section 175 of the, Act) shall be taken at such time not being later than 48 (forty eight) hours from the time when the demand was made, as. the Chairman may direct. On a poll taken at a meeting of the Company a member or other Person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. (a) Where a Poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinize the votes given on the poll and to report thereon to him. (b) The Chairman shall have the power, at any time before the result of the poll is declared, to remove a scrutinizer from office and to

271

Manner of taking Poll and Result thereof

127

Casting Vote

128

Representation of Body Corporate

129

Representation of the President of India or Governors

130

Circulation of Members Resolution Special Notice

131

fill vacancies in the office of scrutinizer arising from such removal or from any other cause. (c) Of the two scrutinizers appointed under this Article, one shall always be a member (not being an officer or employee of the Company) present at the meeting, provided such a member is available and willing to be appointed. (a) Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken. (b) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or / at which the poll is demanded shall be entitled to a casting vote or votes to which he may be entitled as member. A body corporate (whether a Company within the meaning of the Act or not) if it is a member or creditor (including a holder of debentures) of the Company May in accordance with the provisions of Section 187 of the Act authorise such person by a resolution of its Board of Directors as it thinks fit, to act as its representative at any meeting of the Company or of any class of members of the Company or at any meeting of creditors of the Company. (a) The President of India or the Governor of State if he is a member of the Company' may appoint such person as he thinks fit to act, as his representative at any meeting of the Company or at any meeting of any class of members of the Company in accordance with provisions of Section 187 A of the Act or any other statutory provision governing the same. (b) A person appointed to act as aforesaid shall for the purposes of the Act be deemed to be a member of such a Company and shall be entitled to exercise the same rights and powers (including the right to vote by proxy) as the Governor could exercise, as member of the Company. (c) The Company shall observe the provisions of Section 187B of the Act in regards to the Public Trustee. The Company shall comply with provisions of Section 188 of the Act, relating to circulation of members resolutions. Where by any provision contained in the Act or in these articles special notice is required for any resolution, notice of the' intention to move the resolution shall be given to the Company not less than fourteen days before the meeting at which it is to be moved exclusive of the day on which the notice is served or deemed to be served and the day of the meeting. The Company shall immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting, or if that is not practicable, shall give them notice thereof either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by these presents not less than seven days before the meeting. The Company shall comply with provisions of Section 190 of the Act) relating to resolution requiring special notice. The provisions of Section 191 of the Act shall apply to resolutions passed at an adjourned meeting of the Company, or of the holders of any class of shares In the Company and of the Board of Directors of the Company and the resolutions shall be deemed for all purposes as having been passed on the date on which in fact they were passed and shall not be deemed to have been passed on' any earlier date. The Company shall comply with the provisions of Section 192 of the Act relating to registration of certain resolutions and agreements.

132

Resolution Requiring Special Notice Resolutions Passed At Adjourned Meeting

133

134

Registration of Resolutions and Agreements

135

272

Minutes of Proceedings of General Meeting and of Board and Other Meetings

136

Presumptions to be drawn where Minutes duly drawn and Signed

137

Inspection of Minute Books of General Meetings

138

(a) The Company shall cause minutes of all proceedings of general meetings, and of all proceedings of every Meeting of its Board of Directors or of every Committee of the Board to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered. (b) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed: (i) in the case of minutes of proceedings of the Board or of a Committee thereof by the Chairman of the said meeting or the Chairman of the next succeeding meeting. (ii) in the case of minutes of proceeding,: of the general meeting by Chairman of the said meeting within the aforesaid period, of thirty days or in the event of the death or inability of that Chairman within that period, by a Director duly authorised by the Board for the purpose (c) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise. (d) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. (e) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting. (f) In the case of a meeting of the Board of Directors or of a Committee of the Board, the minutes shall also contain: (i) the names of the Directors present at the meetings, and (ii) in the case of each resolution passed at the meeting, the names of the Directors, if any, dissenting from or not concurring in the resolution. (g) Nothing contained in Clause (a) to (d) hereof shall be deemed to require the inclusion in any such minutes of any matter which in the opinion of the Chairman of the meeting: (i) is, or could reasonably be regarded, as defamatory (ii) is irrelevant or immaterial to the proceedings; or (iii) is detrimental to the interests of the Company. The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusions of any matter in the minutes on the grounds specified in this clause. (h) The minutes of meetings kept in accordance with the provisions of Section 193 of the Act shall be evidence of the proceedings recorded therein. Where minutes of the proceedings of any general meeting of the Company or of any meeting of its Board of Directors or of a Committee of the Board have been kept in accordance with the provisions of Section 193 of the Act then, until the contrary is proved the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place and in particular all appointments of Directors or liquidators made at the meeting shall be deemed to be valid and the minutes shall be evidence of the proceedings recorded therein. (a) The books containing the minutes of the proceedings of any general meeting of the Company shall: (i) registered office of the Company, and (ii) be open, during the business hours to the inspection of any member without charge, subject to such reasonable restrictions as the Company may in general meeting impose so however that not less than two hours in each day are allowed for inspection. (b) Any member shall be entitled to be furnished within seven days after he has made a request in that behalf to the Company, with a copy of any minutes referred to in Clause (a) above, on payment of

273

Publication of Reports of Proceedings of General Meetings

139

thirty-seven paise for everyone hundred words or fractional part thereof required to be copied. No document purporting to be a report of the proceedings of any general meeting of the Company shall be circulated or advertised at the expenses of the Company unless it includes the matters required by Section 193 of the Act to be contained in the Minutes of the proceedings of such meeting.

MANAGERIAL PERSONNEL Title of Article Managerial Personnel Number of Directors Article Number 140 Contents The Company shall duly observe the provisions of Section 197 A of the Act regarding Prohibition of simultaneous appointment of different categories of managerial personnel therein referred to. Until otherwise determined by the Company in general meeting, the number of Directors shall not be less than three and more than twelve. The appointment of the Directors exceeding 12 will be subject to the provisions of Section 259 of the Act. The subscribers to the Memorandum and Articles of Association of the Company shall be first Directors of the Company. Any Trust Deed for securing debentures or debenture-stocks may, if so arranged, provide for the appointment, from time to time by the Trustees thereof or by the holders of debentures or debenture-stocks, of some person or persons to be a Director or Directors of the Company and may empower such Trustees or holders of Debentures or debenture-stocks from time to time, to remove and reappoint any Director/s so appointed. The Director/s so appointed under this Article is herein referred to as Debenture Director and the term Debenture Director means the Director for the time being in office under this Article. The Debenture Director(s) shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be removed by the Company. The Trust Deed may contain such ancillary provisions as may be arranged between the Company and all such provisions shall effect notwithstanding any of the Provisions herein contained. Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Industrial Development Bank of India (IDBI), the Industrial Credit and Investment Corporation of India Limited (ICICI), Industrial Finance Corporation of India (IFCI) and Life Insurance Corporation of India (LlC) to any other Finance Corporation or Credit Corporation or to any other Finance Company or Body out of any loans granted by them to the Company or so long as IDBI, IFCI, ICICI, LlC and Unit Trust of India (UTI) or any other Financing Corporation or Credit Corporation or any other Financing company or Body (each of which IDBI, IFCI, ICICI, LlC and UTI or any or any other Finance Corporation or any other Financing Company, or Body is hereinafter in this Article referred to as "the corporation") continue to (debentures in the Company as a result of underwriting or by direct subscription private placement, or so long as the Corporation holds shares in the Company as result of underwriting or direct subscription or so long as any liability of the Company, arising out of any guarantee furnished the Corporation on behalf of the Company, remains outstanding, the Corporation shall have a right to appoint from time to any person or persons as a Director or Directors whole time or non-whole time Director or Directors is/are hereinafter referred to as "Nominee Director/s") on Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation such Nominee Director/s shall not be required to hold any share

141

First Directors Debenture Directors

142 143

Nominee Director

144

274

Special Director

145

qualification in the Company. At the option of the Corporation such Nominee Director/s shall not be liable to retire by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitle to the same rights and privileges and be subject to the same obligations as any Director of the Company. The Nominee Director/s so appointed shall hold the said office only so long as moneys remain owing by the Company to the Corporation or so long the Corporation holds debentures in the Company as a result of a direct subscription or private place or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or the liability of the Company arising out of any guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said so shall ipso facto vacate such office immediately the owing by the Company to the Corporation is paid off or on the Corporation ceasing to hold debentures/ shares in the Company or on the satisfaction of the liability of the Company arising of any guarantee furnished by the Corporation. The Nominee Director/s so appointed under this Article shall be entitled to recall notices and attend all General Meetings, Board Meetings and of the Meet of the Committee of which the Nominee Director/s is/are member/s and also the minutes of such meetings. The Corporation shall also be entitled to receive at such notice and minutes. The Company shall pay to the Nominee Director/s sitting fees expenses which the other Directors of the Company are entitled but if any other commission, monies or remuneration in any form is payable to the Directors of Company, the fees, commission, monies and remuneration in relation to such Nominee Director/s shall accrue to the Corporation and same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or by such Nominee Director/s in connection with their appointment or Directorship, shall also be paid or reimbursed by the Company to the Corporation or as the case may be to such Nominee Director/s Provided that if any such Nominee Director/s is an officer of the Corporation, the sitting fee in relation to such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided further that if such Nominee Director/s is an officer of the Reserve Bank of India the sitting fees in relation to such Nominee Director/s shall also accrue to RBI and the same shall accordingly to paid by the Company directly to RBI Provided also that in the event of the Nominee Director/s being appointed as whole time Director/s such Nominee Director/s shall exercise such powers and duties as may be approved by the lenders and have such rights as are usually exercised or available to a whole time Director, in the management of the affairs of the Borrower. Such Nominee Director/s shall be entitled to receive such remuneration, fees, commission and monies as may be approved by the lenders. (a) In connection with any collaboration arrangement with any company or corporation or firm or person for supply of technical knowhow and/or machinery be technical advice, the Directors may authorise such Company, Corporation, firm or person (hereinafter in this clause referred to as "Collaborator") to appoint from time to time, any person or persons as Director or Directors of the Company (hereinafter referred to as "Special Director") and may agree that such Special Director shall not be liable to retire by rotation and need not possess any qualification shares to qualify him for the office of such Director, so however, that such Special Director shall hold office so long as such collaboration arrangement remains in force unless otherwise agreed upon between the Company and such Collaborator under the collaboration arrangements or any time thereafter. (b) The Collaborator may at any time and from time to time remove any such Special Director appointed by it and may at the time

275

Limit on Number of Non-Retiring Directors Appointment of Alternate Director

146

147

Appointment of Additional Director

148

Appointment of Director to fill the Casual Vacancy

149

Individual Resolution for Directors Appointment

150

Qualification shares Remuneration of Directors

151 152

of such removal and, also in the case of death or resignation of the person so appointed at any time, appoint any other person as a Special Director in his place and such appointment or removal shall be made in writing signed by such company or corporation or any partner or such person and shall be delivered to the Company at its registered office. (c) It is clarified that every collaborator entitled to appoint a Director under this Article may appoint one or more such person or persons as a Director(s) and so that if more than one Collaborator is so entitled there may at any time be as many Special Directors as the Collaborators eligible to make the appointment. Subject to the provisions of Section 255 of the Act, the number of Directors appointed under Articles 143, 144 and 145 shall not exceed in the aggregate one-third of the total number of Directors for the time being in office. The Board may appoint an alternate Director to act for a Director (hereinafter called the original Directors during his absence for a period of not less than three month from the State in which meetings of the Board are ordinarily held. An alternate Director so appointed shall not hold office as .such for a period longer than that permissible to the original Director in whose place he has been appointed and shall vacate if and when the original Director returns to the State in which meetings of the Board are ordinarily held. Subject to the- provisions of Section 260 of the Act, the Board of Directors shall have power at any time to appoint any person as an additional Director to the Board, but so that the total, number of Directors shall not exceed the maximum number fixed by the Articles. Any Director so appointed shall hold the office only up to the next annual general meeting of the Company and shall then be eligible for reappointment. Subject to the provisions of Section 262 of the Act, the office of any Director appointed by the Company in general meeting is vacated before his term of office expires in the nominal course, the resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company be filled by the Board of Directors at the meeting of the Board and the Director so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated as aforesaid but he shall then be eligible for re-election. At a general meeting of the Company a motion shall not be made for the appointment of two or more persons as Directors of the Company by a single resolution unless a resolution that it shall be so made has. first been agreed to by the meeting without any vote being given against it. Resolution moved in contravention of this article shall be void whether or not objection was taken at the time of its being so moved. Provided that where a resolution so moved is passed no provision for the automotive re- appointment of retiring director by virtue of these articles and the Act in default of another appointment shall apply. A person to become a Director of the Company does not require to hold any Qualification share in the Capital of the Company. The remuneration of a Director for his service shall be such sum as may be fixed by the Board of Directors subject to a ceiling as may be prescribed by the Central Government from time to time for each meeting of the Board or a Committee thereof attended by him. The Directors subject to the sanction of the Central Government if any may be paid, such further remuneration as the Company in General Meeting shall, from time to time, determine and such further remuneration shall be divided among the Directors in such proportion and manner as the Board may from time to time determine and in default of such determination shall be divided among the Directors equally.

276

Extra remuneration to Directors for special work

153

Travelling expenses incurred by Directors on Company's business

154

Increase in Remuneration of Directors to require Government Sanction

155

156

Eligibility

157

Subject to the provisions of the Act, a Director who is either in the whole time employment of the Company or a Managing Director may be paid remuneration as provided in Sections 198, 309, 310 and 311 of the Act and Schedule XUI of the Act either by way of monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other Subject to the provisions of the Act, Director who is neither in the whole time employment of the Company nor a Managing Director may be paid remuneration as provided in Sections 198,309,310 and 311 of the Act and Schedule XIII of the Act either: (I) by way of a monthly, Quarterly or annual payment with the approval of the Central Government, or (II) by way of commission if the Company by special resolution authorised such payment. A Director may receive remuneration by way of a fee for each meeting of the Board or a committee thereof attended by him as prescribed by Central Government. Subject to the provisions of Section 198,309,310,311 and 314 of the Act, if any Director, being willing shall be called upon to perform extra services (which expression shall include work done by a Director as a member of any committee formed by the Directors or in relation to signing Share Certificates) or to make special exertions in going or residing out of his usual place of residence or otherwise for any of the purposes of the Company, the Company shall remunerate the Director so doing either by a fixed sum or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his share in the remuneration above provided. The Board of Directors may, subject to the limitations provided by the Act, allow and pay to any Director who attends a meeting of the Board of Directors or any Committee thereof or General Meeting of the Company or in connection with the business of the Company at a place other than his usual place of residence for the purpose of attending a meeting such sum as the Board may consider fair compensation for travelling, hotel and other incidental expenses properly incurred by him, in addition to his fees for attending such meeting as above specified. Any provision relating to the remuneration of any Director including the Managing Director or Joint Managing Director or whole time Director or executive Director whether contained in his original appointment or which purports to increase or has the effect of increasing whether directly or indirectly the amount of such remuneration and whether that provisions are contained in the articles or in any agreement entered into by the Company or in any resolutions passed by the Company in General Meeting or by the Board of Directors shall be subject to the provisions of Section 198, 269, 310 and 311 of the Act and in accordance with the conditions specified in paragraphs I and II of Schedule XIII and subject to the provisions of Part III of that Schedule and to the extent to which such appointment or any provisions for remuneration thereof is not in accordance with the Schedule XIII, the same shall not have any effect unless approved by the Central Government and shall be effective for such period and be subject to such conditions as may be stipulated by the Central Government and to the extent to which the same is not approved by the Central Government, the same shall become void and not endorsable against the Company. Director Not to Act when Number Falls Below Minimum When the number of Directors in Office falls below the minimum fixed above, the Directors, shall not act except in emergencies or for the purposes of filling up vacancies or for summoning a general meeting of the Company and so long as the number is below the minimum they may so act notwithstanding the absence if the necessary' quorum A person shall not be capable of being appointed a Director if he .has the disqualifications referred to in Section 274 of the Act

277

Directors Vacating Office

158

Removal of Directors

159

(a) The office of a Director shall vacate if : (i) He is found to be of unsound mind by a Court of competent jurisdiction; (ii) he applies to be adjudicated an insolvent; (iii) he is adjudicated an insolvent; (iv) he is convicted by a Court, of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; (v) he fails to pay any call in respect of shares of the Company' held by him; whether alone or jointly with others, within six months from the last date fixed for the payment of the call unless the Central Government by Notification in the Official Gazette removes the disqualification incurred by such failure (vi) he absents himself from three consecutive meeting of the Board of Directors or from all meetings of the Board of Directors for a contumelious period of three months, whichever is longer, without obtaining leave of absence from the Board (vii) he, whether by himself or by any person for his benefit or his account or any firm in which he is a partner or any private company of which he is a Director, accepts a loan or any guarantee or security for a loan, from the Company in contravention of Section 295 of the Act; (viii) He acts in contravention of Section 299 of the Act; (ix) He becomes disqualified by an order of court under Section 203 of the Act; (x) He is removed in pursuance of Section 284 of the Act; (xi) Having been appointed a Director by virtue of his holding any office or other employment in the Company, he ceases to hold such office or other employment in the Company; (xii) He resigns his office by notice in writing given to the Company. (b) Notwithstanding anything in sub clauses (iii) ,(iv) and (v) of Clause (a) above the disqualifications referred to In these sub- clauses shall not take effect: (i) for thirty days from the date of the adjudication, seven, or orders; (ii) where any appeal or petition is preferred within thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven days from the date on which such appeal or petition is dispose off, or (i) where within the seven days aforesaid, any further appeal, or petition is preferred in respect of the adjudication, sentence, conviction or order and the appeal or petition, if alloyed, would result in the removal of the disqualification until such further appeal or petition is disposed off. (a) The Company may (subject to the provisions of Section 284 and other application provisions of the Act and these Articles) remove any director other than ex-officio directors or special directors or debenture directors or a nominee director or a director appointed by the Central Government in pursuance of Section 408 of the Act, before the expiry of his period of office. (b) Special notice as provided by Section 190 of the Act shall be required of any resolution to remove a Director under this Article or to appoint some other person in place of a Director so removed at the meeting at which he is removed.

278

Directors may Contract With Company

160

(c) On receipt of notice of a resolution to remove a Director under this Article, the Company shall forthwith send a copy thereof to the Director concerned and the Director (whether or not he is a member of the Company) shall be entitled to be heard on the resolution at the meeting. (d) Whether notice is given of a resolution to remove a Director under this Article and the Director concerned makes with respect thereto representations in writing to the Company (not exceeding a reasonable length) and requests their notification to members of the Company, the company shall unless the representations are received by it too late for it do so. (i) In the notice of the resolution given to members of the company state the fact of representations having been made, and (ii) send a copy of the representation to every member of the company whom notice of the meeting is sent(whether before or after receipt of the representations by the company), and if a copy of representations, is not sent as aforesaid because they were received too late or because of the company's default, the Director may (without prejudice to his right to be heard orally) require that the representations be read out at the meeting, provided that copies of the representations need not be sent or read out at the meeting if so directed by the Court. (e) A vacancy created by the removal of a Director under this Article may, if he had been appointed by the Company in general meeting or by the Board pursuance of Section 262 of the Act be filled by the appointment of another Director in his place by the meeting at which he is removed; provided special -notice of the intended appointment has been given under clause (b) hereof. A Director so appointment shall hold office until the date up to which his predecessor would have held office ( if he had not been removed as aforesaid. (f) If the vacancy is not filled under clause (e) above it may be filled as a casual vacancy in accordance with the provisions, in so far as they may be applicable, of Section 262 of the Act and all the provisions of that Section, shall apply accordingly: Provided that the Director who was removed from office under this Article shall not be re-appointed as a Director by the Board of Directors. (g) Nothing contained in this Article shall be taken (i) as depriving a person removed there under of any compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that as director or (ii) as derogating from any power to remove a Director which may exist apart from this Article Subject to the restrictions imposed by these Articles and by Sections 292, 293, 294, 295,297,300,311,370 and 373 and any other provisions of the Act, no Director, Managing Director ,or other officer or employee of the Company shall be disqualified from holding his office by contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director, Managing Director, joint Managing Director, Executive Director other officer or employee shall be In any way interested, be avoided, nor shall the Director, Managing Director or any officer or employee so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director, officer or employee holding that office or of the

279

Disclosure of Directors Interest

161

Board Resolution necessary for Certain Contracts

162

relation thereby established, but the nature of his or their interest must be disclosed by him or them in accordance with the provisions of Section 299 of the Act where that section be applicable. (1) Every Director of the Company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the Company; shall disclose the nature of his concern of interest at a meeting of the Board of Directors; in the manner provided in Section 299 (2) of the Act. (2) (a) In the case of proposed contract or arrangement, the disclosure required to be made by a Director under clause (1) shall be made at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration or if the Director was not, at the date of that meeting, concerned or interested in the proposed contract or arrangement, at the first meeting of the Board held after he be so concerned or interested, b) In case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the board held after the Director becomes concerned or interested in the contract or arrangement, (3) a) For the purpose of clauses (1) and (2) a general notice given to the Board by a Director to the effect that he is a Director or a member of specified body corporate or is a member of a specified firm and is to be regarded as concerned or interested in any contract or arrangement which may, after the date of the notices, entered into with that body corporate or firm, shall be deemed to be sufficient disclosure of concern or interest in relation to and contract or arrangement so made. (b) Any such general notice shall expire at the end of the financial year in which it is given, but may be renewed for further period of one financial year at a time by a fresh notice given in the last month of financial year ill which it would otherwise expire. (c) No such general notice and no renewal thereof, shall be of effect unless either it is given at a meeting of the Board or the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given. d) Nothing in this Article shall apply to any contract or arrangement entered into or to be entered into between the Company and any other company where anyone or two or more of Directors together holds or hold not more than two percent of the paid up share capital in other company. (1) Except with the consent of the Board of Directors of the Company, a Director of the Company or his relative, a firm in which such a Director or relative is a partner- any other partner in such a firm, or a private company of which the Director is a member or director, shall not enter into any contract with the Company (a) For the sale, purchase or supply of any goods, materials or services; or (b) For underwriting the subscription of any share in or debentures of the Company, (2) Nothing contained in sub-clause (a) of clause (1) shall affect (a) the purchase of goods and materials from the Company or the sale of goods and materials to the Company by any Director, relative, firm, partner or private any as aforesaid for cash at prevailing market prices; or (3) Notwithstanding anything contained in clauses (1) and (2) a Director, relative, firm, partner or private company as aforesaid may, in circumstances of urgent necessity enter without obtaining the consent of the Board, into any contract with the Company for the sale, purchase of any goods, materials or services even if the value of such goods or cost of such services exceeds rupees five thousand in the aggregate in any year comprised in the period of the contract; but in

280

163

such a case the consent of the Board shall be obtained at a meeting within three months of the date of which the contract was entered into. (4) Every consent of the Board required under this Article shall be accorded by a resolution of the Board and the consent required under clause (1) shall not be deemed to have been given within the meaning of that clause unless the consent is accorded before the contract is entered into or within three months of the date on which it was entered into. (5) If the consent is not accorded to any contract under this Article anything done. in pursuance of the contract will be avoidable at the option the Board. Disclosures to the Members of Directors Interest in Contract in Appointing...Manager Managing Director or Secretaries and Treasurers If the Company (a) enters into a contract for the appointment of a Manager or Managing Director of the Company in which contract any Director of the Company is in any way directly or indirectly concerned or interested; or (b) varies any such contract already in existence and in which a Director is concerned or interested as aforesaid, the provisions of Section 302 of the Act shall be complied with. (1) except with the consent of the Company accorded by a special resolution: (a) No Director of the Company shall hold any office or place of profit; and (b) No partner or relative of such a Director, no firm in which such a Director or relative of such Director is partner, no private. company of which such a Director is a Director or member, and no Director or manager of such a private company shall hold any office or place of profit, carrying a total monthly remuneration of such sum as may be prescribed, except that of Managing Director or Manager, banker or trustee for the holders of debentures of the Company: (i) Under the Company; or (ii) Under any subsidiary of the Company, unless the remuneration received from such subsidiary in respect of such office or place of profit is paid over to the Company or its holding Company PROVIDED that it shall be sufficient if the special resolution according consent of the Company, is passed at the general meeting of the Company held for the first time after the holding of such office or place of profit For the purpose of this clause a special resolution according cOnsent shall be necessary for every appointment in the first instance to an office or place of profit and every subsequent appointment in the first stance to an office or place of profit on a higher remuneration not covered by the special resolution except where an appointment on a time scale has already been approved by the special resolution; (2) Nothing in Clause (1) hereof shall apply where a relative of a Director or a firm in which such relative is a partner holds any office or place of profit under the Company or a subsidiary thereof having been appointed to such office or place before such Director becomes a Director of the Company, (3) If any office or place or profit is held in contravention of the provisions of sub- clause (1), above or except as provided by clause (2) above, the Director, partner, relative, firm, private company or manager concerned shall be deemed to have vacated his or' its office

Holding of Office of Profit by Directors etc

164

281

165

as such on and from the date next following the date of the general meeting of the Company referred to in the first proviso to clause (1) above or, as the case may be, the date of expiry of the period of three months referred to in the Second proviso to clause (1) above, and shall also liable J to refund to the Company remuneration received or the monetary equivalent of any perquisite or advantage enjoyed by him or it for the period immediately preceding the date aforesaid in respect of such office or place of profit, (4) Every individual, firm, private company, or other body corporate proposed to be appointed to any office or place of profit to which this article applies shall, before or at the time of such appointment, declare in writing whether he or it is or is not connected with the Director of the Company in any of the ways referred to in clause (1), (5) Any office of place shall be deemed to be an office or place of profit under the Company within the meaning of Clause (1) (a) in case the office or place is held by a Director, if the director holding it obtains from the Company anything by way of remuneration over and above the remuneration to which he is entitled as such Director whether as salary, fees, commission, perquisites, the right to occupy free of rent any premises as a place of residence of otherwise (b) In case the office or place is held by an individual other than Director of by any firm, private company or other body corporate if the individual firm, private company or body corporate holding it obtains from the Company anything by way of remuneration whether as salary, fees, commission,. Perquisites, the right to occupy free of rent any premises as a place of residence or otherwise. (6) Notwithstanding anything contained in sub-cause (1) (a) No partner or relative of Director or Manager; (b) No firm in which such Director or Manager or relative of either is a Partner; (c) No Private Company of which such a Director or Manager or relative of either is a Director or member shall hold any office or place of profit in the Company which carries a total monthly remuneration of not less than such sum as may be prescribed except with the prior consent of the Company by a Special Resolution and the approval of the Central Government Loans to Director etc. The Company shall not without obtaining the previous approval of the Central Government in that behalf, directly or indirectly make any loan to or give any guarantee or provide any security in connection with loan made by any other person to, or any other person by(a) any Director of the Company or any partner or relative of any such Director; (b) any firm in which any such Director or relative is a partner; (c) any private company of which any such Director is a Director or member; (d) any body corporate at a general meeting of which not less than twenty-five percent of the total voting power may be exercised or controlled by any such Director, or by two or more such Directors together; or (e) any body corporate, the Board of Directors, Managing Director or Manager whereof, is accustomed to act in accordance with the directions or instruction of the Board, or of any Director or Directors of the Company Loans to Companies

282

166

167

Register of Contracts in which Directors are Interested

168

The Company shall observe the restrictions imposed on the Company in regard to making any loans, giving any guarantee or providing any security to the Companies or bodies corporate under the management as provided in Section 370 of the Act. Interested Director not to Participate or Vote in Board's Proceedings No Director of the Company shall as a Director take any part in the discussion of or vote on any contract or arrangement entered into, or to be entered into, by or on behalf of the Company, if he is in any way whether directly or indirectly concerned or interested in such contract or arrangement nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote and if he does vote it shall be void; PROVIDED that the Board of Directors or any of its number may vote on any contract of indemnity against any loss which it or anyone of or more of its number may suffer by reason of becoming or being sureties or surety for the Company. Nothing in this Article shall apply to any contract or arrangement entered into or to be entered into with a public company or a private: Company which is a subsidiary of a public Company in which the interest of the Director aforesaid consists solely(i) in his being a Director of such Company and the holder of not more than shares of such number or value therein as is requisite to qualify him for the appointment as a Director thereof, he having been nominated as such Director by the Company. (ii) in his being a member holding not more than two per cent of its paid up share capital. This Article is subject to the provisions of sub-section (2) of Section 300 of the Act. (i) The Company shall keep one or more Registers in which it shall be entered separately particulars of all contracts and arrangements to which Sections 297 and 299 of the Act applies including the following particulars to the extent they are applicable in each case, namely: (a) the date of the contract or arrangement; (b) the names of the parties thereto; (c) the principal terms and conditions thereof; (d) in the case of a contract to which Section 297 of the Act applies or in the case of a contract or arrangement to which sub-section (2) of Section 299 of the Act applies the date on which it was placed before the Board; (e) the names of the Directors voting for and against the contract or arrangement and the names of those remaining neutral. (ii) Particulars of every such contract or arrangement to which Section 297 of the Act or as the case may be sub-section (2) of Section 299 applies shall be entered in the relevant register aforesaid(a) in the case of a contract or arrangement requiring the Board's approval within seven days (exclusive of public holidays) of the meeting of the Board at which the contract or arrangement is approved; (b) in the case of any other contract or arrangement within seven days of the receipt at the Registered Office of the Company of the particulars of such other contract or arrangement or within thirty days of the date of Such other contractor arrangement whichever is later, and the Register shall be placed before the next meeting of the Board and shall then be signed by all the Directors present at the meeting. (c) the register shall be kept at the registered office of the Company, and it shall be open to inspection at such office, and extracts may be taken there from and

283

copies thereof may be required by any member of the Company to the same extent, in the same manner, and on payment of the same fee as in the case of the Register of Members of the Company and the provisions of Section 163 of the Act shall apply accordingly. (iii) The Register aforesaid shall also specify, in relation to each Director of the Company, the names of the firms and bodies corporate of which notice has been given by him under sub-section (3) of Section 299 of the Act. (iv) Nothing in Clauses (i), (ii) and (iii) shall apply to any contract or arrangement for the sale, purchase or supply of any goods, materials or services if the value of such goods and materials or the cost of such services does not exceed rupees one thousand in the aggregate in any year. ROTATION AND APPOINTMENT OF DIRECTORS Title of Article Director may be Director of Companies Promoted by the Company Article Number 169 Contents A Director may be or become a Director of any Company or in which it may be interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any benefits received as Director or shareholder of such Company except in so far as Section 309(6) or Section 314 of the Act may be applicable. Not less than two thirds of the total number of Directors shall: (a) be persons whose period of office is liable to determination by retirement of Directors by rotation, and (b) save as otherwise expressly provided in the Act, be appointed by the Company in general meeting. The remaining Directors shall, in default of and subject to any regulations in the Articles of the Company, also be appointed by the Company, in general meeting. (a) At every annual general meeting one-third of such directors for the time being as are liable to retire by rotation, or if their number is not three or multiple of three, then the number nearer to one-third, shall retire from office. The Debenture Directors, Corporation Directors, Special Director and subject to Article 146 Chairman, Managing Director or whole time Director if any, shall not be subject to retirement under this Article and shall not be taken into account in determining the number of Directors to retire by rotation. In these Articles a Retiring Director means a Director retiring by rotation. (b) The Directors to retire by rotation at every annual general meeting shall he those who have been longest in office since their last appointment, but as between persons who became Directors on the same day, those who are to retire shall, in default of and subject to any agreement amongst themselves, be determined by lot. A Retiring Director shall be eligible for re-election: (c) At the annual general meeting at which a Director retires as aforesaid, the Company may fill up the vacancy by appointing the retiring Director or some other person thereto. (d) (i) If the place of the retiring Director is not so filled up and that meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. (ii) If at the adjourned meeting also, the place of the retiring Director is not filled up and that the meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall

Directors Retiring by Rotation and Filling up Vacancy

170

284

Right of Persons Other than Retiring Directors to Stand for Directorship

171

Consent of Candidates for Directorship to be Filed with the Registrar Company may Increase or Reduce the Number of Directors or Remove any Director Appointment of Directors to be voted individually

172

173

be deemed to have been re-appointed at the adjourned meeting, unless(1) at that meeting or at the previous meeting a resolution for the reappointment of such Director has been put to the meeting and lost; (2) the retiring Director has, by a notice in writing addressed to the Company or its Board of Directors, expressed his unwillingness to be so reappointed; (3) he is not qualified or is disqualified for appointment (4) a resolution, whether special or ordinary, is required for the appointment or re-appointment in virtue of any provisions of the Act or (e) the proviso to sub-section (2) of Section 263 of the Act is applicable to the case. (a) A person who is not a retiring Director shall in accordance with Section 257 of the Act and subject to the provisions of the Act, be eligible for appointment to the office of Director at any general meeting the or some member or members intending to propose him has, not less than fourteen days before the meeting left at the registered office of the Company a notice in writing under his hand signifying his candidature for the office of director or the intention of such member or members to propose him as a candidate for that office, as the case may be along with a deposit of such sum as may be prescribed by the Act or the Central Government from time to time, which shall be refunded to such person or as the case may be to such member, if the person succeeds in getting elected as the director. (b) The Company shall inform its members of the candidature of a person for the office of director or the intention of a member(s) to propose a person as a candidate for that official by serving individual notices on the members not less than seven days before the meeting in the manner provided under Section 257 of the Act. Every person who is proposed as a candidate for the office of Director of the Company shall sign and file with the Company and with the Registrar, his consent in writing to act as Director, if appointed, in accordance with the provisions of Section 264 of the Act in so far as they may be applicable. Subject to the provisions of Sections 252, 255 and 259 of the Act, and these articles the Company may, by ordinary resolution, from time to time, increase or reduce the number of Directors and may prescribe or alter qualifications.

174

Notice of Candidature for Office of Directors except in Certain Cases

175

(1) No motion at any general meeting of the Company shall be made for the appointment of two or more persons as Directors of the Company by a single resolution unless a resolution that it shall be so made, has been first agreed to by the meeting without any vote being given against it. (2) A resolution moved' in contravention of clause (1) hereof shall be void, whether or not objection was taken at the time of its being so moved, provided that for the automatic re-appointment of retiring Director in default of another appointment as hereinbefore provided shall apply. (3) For the purpose of this Article, a motion for approving a person's appointment or for nominating a person for, appointment shall be treated as a motion for his appointment. (1) No person, not being a retiring Director, shall be eligible for election to the office of Director at any general meeting unless he or some other member intending to propose him has, at, least fourteen days before the meeting, left at the office of the Company a notice ,in writing under his hand signifying his candidature for the

285

Register of Directors and Notification of Change to Registrar

176

Disclosure by Director of Appointment to any other Body Corporate

177

Disclosure by Directors of their Holdings of Shares and Debentures, of

178

office of a Director or, the intention of such member to propose him as a Director for office as the case may be along with a deposit of five hundred Rupees which shall be refunded to such person or, as the case may be, to such member, if the person succeeds in getting elected as a Director. (2) The Company shall inform its members of the candidature of the person for the office of Director or the intention of a member to propose such person as a candidate for that office by serving individual notices on the members not less than seven days before the meeting. Provided that it shall, not be necessary for the Company to serve individual notices on the members as aforesaid if the Company advertises such candidature or intention not less than seven days before the meeting in at least two newspapers circulating in the place where the Register Office of the Company is located, of which one is published in the English language and the other in the regional language of that place. (3) Every person (other than a Director retiring by rotation or otherwise or a person who has left at the office of the Company a notice under Section 257 of the Act signifying his candidature for the office of a Director) proposed as a candidate for the office of a Director shall sign and file with the Company his consent in writing to act as a Director if appointed. (4) A person, other than (a) a Director, re-appointed after retirement by rotation or immediately or the expiry of his term of office, or (b) an additional or alternate Director or a person filling a casual vacancy in the office of a Director under Section 262 of the Act, appointed as a Director or re-appointed as an additional or alternate Director immediately on the expiry of his term of office shall not act as a Director of the Company unless he has within thirty days of his appointment signed and filed with the Registrar his consent in writing to act as such Director (1) The Company shall keep at its Registered Office a Register containing the particulars of it Directors and other persons mentioned in Section 303 of the Act and', shall send to the Registrar a Return containing the particulars specified in such Register and shall otherwise comply with the provisions of the said Section in all respects, (2) The Company shall keep at its Registered Office a Register showing as respects each Director of the Company the number, description, and amount of any shares in or debentures of the company or any other body corporate being the company's subsidiary or holding company or a subsidiary of the company's holding company which are hold by him or in trust for him or of which he has any right to become the holder whether on payment or not, as required by Section 307 of the .Act Such Register shall be kept open for inspection by any member or debenture holder of the company as required by section 307 (5) of the Act. Every Director (including a person deemed to be a Director of the Company by virtue of the explanation to Sub-section (1) of Section 303 of the Act), Managing Director, Manager or Secretary of the Company who is appointed to or relinquishes office of Director, Managing Director, Manager or Secretary of any other body corporate shall within thirty days of his appointment to, or as the case may be relinquishment of such office to the company the particulars relating to the office in the other body corporate which are required to be specified under-sub-section (1) of Section 303 of the Act. Every Director and every person deemed to be Director of the Company by virtue of sub-section (10) of Section 307 of the Act shall give notice to the Company of such matters relating to himself as may be necessary for the purpose of enabling the Company to

286

the Company

comply with the provisions of that Section Any such notice shall be given in writing and if it is not given at a meeting of the Board the person giving the notice shall take all reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.

PROCEEDINGS OF DIRECTORS Title of Article Meeting of Directors Article Number 179 Contents The Directors may meet together as a Board for transaction of business from time to time and shall so meet at least once in every three months and atleast four such meetings shall be held in every year and they may adjourn and otherwise regulate their meetings and proceedings as they deem fit. The provisions, of this Article shall not be deemed to be contravened merely by reason of the fact that meeting of the Board, which had been called in compliance with the terms herein mentioned, could not be held for want of quorum. Any Director of the Company may and the Manager or Secretary on the requisition of a Director shall, at any time, summon a meeting of the Board. Notice of every meeting of the Board of the Company shall be given in writing to every Director for the time being in India and at his usual address in India. Notice may be given by telegram/cable/telex to any Director who is not in the State of Delhi The Directors may from time to time elect from among themselves a chairman of the Board and determine the period for which he is to hold office. If at any Meeting of the Board, the chairman is not present within fifteen minutes after the time appointment for holding the same the Directors present may choose one of their members to be chairman of the meeting. Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one-third of its total strength excluding Directors if any; whose places may be vacant at the time and any, fraction contained in that one-third being rounded off as one, or two Directors, whichever is higher PROVIDED THAT WHERE AT ANY TIME THE NUMBER OF INTERESTED Directors exceeds or is equal to two-thirds of the total strength of the number of remaining Director that is to say, the number of Directors who are not interested present at the meeting being not less than two, shall be the quorum during such time, (a) Subject to the provisions of Sections 267,268,269,309,310 311, 316, 317 and other applicable provisions, if any, of the Act and these Articles the Board of Directors may from time to time appoint one or more Director or Directors to be Managing Director/s or Whole time Director/s of the Company for a fixed term not exceeding five years at a time or for such period as may be prescribed by the Act or the Central Government from time to time upon such terms and conditions as the Board thinks fit for which he or, they is or ,fit to hold such office and may from time to time remove or dismiss him or them from the office and appoint another or others in his or their place or places (b) Any Managing Director or whole time Director/s so appointed shall not be required to hold any qualification shares and shall not be liable to retire by rotation at any General Meeting of the Company. (c) Subject to the provisions of Sections 198, 269, 309, 310 and 311 of the Act and also subject to the limitations, conditions and provisions, of Schedule XIII to the Act, the appointment and payment of remuneration to the above Director/ s shall be subject to approval of the members in general meeting and of the Central

When Meeting to be Convened Directors to Notice Entitled

180

181

Appointment of Chairman

182

Quorum at Board Meeting

183

Appointment of Managing Director/Wholetime Director

184

287

Meeting of Committee, How to be Governed

185

Resolution by Circular

186

Directors May Appoint Committees

187

Limit of Directors Numbers

188

Acts of Board or Committee Valid Notwithstanding Defect of Appointment

189

Government if required, (d) Subject to the superintendence, control and direction of the Board the day to day management of, the Company shall be vested with the Managing Director/s or Whole-time Director/s Managing Director/s if any, with Power to the Board to distribute such day to day management functions in any manner as deemed fit by the Board subject to the provisions of the Act and these articles. The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto and are not superseded by any regulations made by the Directors. No Resolution by circular shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation unless such Resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the members of the Committee at the respective .addresses registered with the Company and has been approved by the majority of the Director\s or Members of the Committee or by a majority of them as are entitled to vote on the Resolution Subject to the restrictions contained in Section 292 of the Act, the Board may delegate any of their powers to Committees of the Board consisting of two or more members of its body as it thinks fit. The Chairman shall have a casting vote at committee meetings and the Board may from time to time, revoke and discharge such Committee of the Board either wholly or in part and either to persons or purposes, but every committee of the Board so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time, be imposed or it by the Board. All acts done by any such committee of the Board in conformity with such regulations and in fulfillment of the purposes of its appointment but not otherwise, shall have the like force and effect as if done by the Board. Subject to the provisions of Sections 252, 255 and 259 of the Act, the Company in general meeting may, by ordinary resolution, increase or reduce the ;number of Directors within the limits fixed in this behalf by the Articles All acts done by any meeting of the Directors or by a Committee of Directors, or by any person acting as a Director, shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid, or they or any of them were or was disqualified or their his appointment had terminated by virtue of any provisions contained in the Article or the Act, be as valid as if every such person has been duly appointed and was qualified to be a Director.

BORROWING POWERS Title of Article Power to borrow Article Number 190 Contents Subject to the provisions of Sections 292 and 293 of the Act the Board of Directors may from time to time at their discretion and by means of resolutions passed at their meetings accept deposits from members either in advanced of calls or otherwise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Directors may raise or secure the payment of such sum or sums in such manner .and upon such terms and conditions in all respects as they think fit, in particular, by the issue of bonds,

Conditions on which money may be borrowed

191

288

Securities may be assignable free from equities

192

perpetual or redeemable debentures or debenture stock, or any mortgage charge or other security on the undertaking or the whole or any part of the property of the Company (both present and future) including its uncalled capital for the time being. The Directors shall exercise such power only by means of resolutions passed at their meetings and not by circular resolutions. Debentures, Debenture-stock, bonds or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Debenture

193

Mortgage of uncalled capital

194

Debentures debenture-stock bonds or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any special privileges as to redemption, surrender, drawings, allotments of shares, attending (but not voting) at General Meetings of the Company appointment of Directors and otherwise. Provided however that Debentures/Bonds with the right to allotment or conversion into Shares shall not be issued without the sanction of the Company in General Meeting and/or the Government as the case may be. If any uncalled capital of the Company is included in or charged by any mortgage or other security the Directors may, by instrument under the Company's Seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the members in respect of such uncalled capital and the provisions hereinbefore contained in regard to calls, shall mutatis mutandis, apply to calls made under such authority and such authority may be made exercisable either conditionally or unconditionally and either presently or contingently and either to the exclusion of the Directors powers or otherwise and shall be assignable if expressed so to be.

POWER OF DIRECTORS Title of Article Certain Powers to be Exercised by the Board Article Number 195 Contents (a) Without derogating from the powers vested in the Board of Directors under these Articles, the Board shall exercise the following powers on behalf of the Company and they shall do so only by means of resolutions passed at meetings of the Board (i) The power to make calls on shareholders in respect of money unpaid on their shares (ii) The power to issue debenture; (iii) The power to borrow moneys otherwise than on debentures; (iv) The power to invest in the funds of the Company, and (v) The power to make loans Provided that the Board may by resolution passed at the meeting, delegate to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the Company or in the case of a branch office of the Company, a principal officer of the branch office, the powers specified in sub-clauses (iii), (iv) and (v) to the extent specified in clauses (b), (c) and (d) respectively on such conditions as the Board may prescribe. (b) Every resolution delegating the power referred to in subclause (iii) of clause (a) shall specify the total amount outstanding at anyone time up to which moneys may be borrowed by the delegate. (c) Every resolution delegating the power referred to in sub-

289

Restriction on Powers of Board

196

clause (iv) of clause (a) shall specify the total amount up to which the funds of the Company may be invested and the nature of the investments which may be made by the delegate. (d) Every resolution delegating the power referred to in subclause (v) of clause (a) shall specify the total amount up to which loans may be made by the delegates, the purpose for which the loans may be made and the maximum amount up to which loans may be made for each such purpose in individual case. (e) Nothing in this article contained shall be deemed to affect the right of the Company in general ,meeting to impose restrictions and conditions on the exercise by the Board of any of the powers referred to in sub-clauses (i), (ii), (iii), (iv) and (v) of clause (a) above. (a) The Board of Directors of the Company shall not except with the consent of the Company in general meeting (i) Sell, lease or otherwise dispose of the whole, or substantially the whole of the undertaking of the Company, or where the Company owns more than one undertaking of the whole or substantially the whole -of any such undertaking; (ii) Remit, or give time for the repayment of any debt, due by Director (iii) invest, otherwise than in trust securities, the amount of compensation received by the Company in respect of the compulsory acquisition of any such undertaking as is referred to in sub-clause (i) above, or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time; (iv) borrow moneys, where the money to be borrowed, together with the money already borrowed by the Company (apart from the temporary loans obtained from the Company's bankers in the ordinary course of business) will exceed the aggregate of the paidup Capital of the Company and its free reserves that is to say, reserves not set apart for any specific purposes; or (v) contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees any amount; the aggregate of which in any financial year, exceed fifty thousand rupees or five percent of its average net profits as determined in accordance with' the provisions of Section 349 and 350 of the Act during the three financial years, immediately preceding, whichever is greater. (b) Nothing contained in sub-clause (i) of clause (a) above shall affect: (i) the title of a buyer or other person who buys or takes a lease of any such undertaking as is referred to in that sub-clause in good faith and after exercising due care and caution, or (ii) the selling or leasing of any property of the Company where the ordinary business of the Company consists of, or comprises such selling or leasing. (c) Any resolution passed by the Company permitting any transaction such as is referred to in sub-clause (a) (i) above, may attach such conditions to the permission as may as specified in the resolution, including conditions regarding the use disposal or investment of the sale proceeds which may result from the

290

General Powers of the Company Vested in Directors

197

Specific Powers Given to Directors

198

transaction. Provided that this clause shall not be deemed to authorise the company to effect any reduction in its capital except in accordance with the provisions contained. in that behalf in the Act. (d) No debt incurred by the Company in exercise of the limit imposed by sub-clause (iv) of clause (a) above, shall be valid or effectual, unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by that clause had been exceeded. (e) Due regard and compliance shall be observed in regard to matters dealt with by or in the Explanation contained in sub-section (1) of Section t293 of the Act and in regard to the limitations on the power of the Company contained in Section 293 A of the Act. Subject to the provisions of the Act, the management of the business of the Company shall be vested in the Directors and the Directors may exercise all such powers and do all such acts and things as the Company is by the Memorandum of Association or otherwise authorised to exercise and do and not hereby or by the statute or otherwise directed or required to be exercised or done by the Company in General Meeting, but subject nevertheless to the provisions of the Act and other act and of the Memorandum of Association and these articles and to any regulations, not being inconsistent with the Memorandum of Association and these articles or the act from time to time made by the Company in general meeting provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. Without prejudice to the general powers conferred by Article 192 and ,the other powers conferred by these presents and so as not in any way to limit any; or all of these powers, it is hereby expressly declared that the Directors shall have the following powers: To Pay Registration Expenses (i) To pay the costs, charges and expenses preliminary and indented to the promotion, formation establishment and registration of the Company; (ii) To pay and charge to the capital account of the Company any interest lawfully payable thereon under the provisions of Sections 76 and 208 of the ActTo Acquire Property Subject to the provisions of the Act and these Articles to purchase or otherwise acquire any lands, buildings, machinery, premises, hereditaments, property effects, assets, rights, credits, royalties, bounties and goodwill of any person, firm or Company carrying on the business which this company is authorized to carry on, at or for such price or consideration and generally on such terms and conditions as they may think fit and in any such purchase or acquisition to accept such of as the Board may believe or may be advised to be reasonably satisfactory. To purchase lands, buildings, etc. Subject to the provisions of the Act to purchase, or take on lease for any if term or terms of years, or otherwise acquire any mills or factories or any land or lands with or without buildings and outhouses thereon, situate in any part of India, at such price or rent and under and subject to such terms and conditions as the Directors may think fit; and in any such purchase, lease or other acquisition to accept such title as the Directors may

(iii)

(iv)

291

believe or may satisfactory;

be

advised

to

be

reasonably

(v)

(vi)

To Construct Buildings To effect, construct, enlarge, improve, alter, maintain, pull down rebuild or reconstruct any buildings, factories, offices, workshops or other structures, necessary or convenient for the purposes of the Company and to acquire lands for the purposes of the Company. To Mortgage, Change Property To let, mortgage, charge, sell or otherwise dispose of subject to the provisions of Section 293 of the Act, any property of the Company either absolutely or conditionally .and in such manner and upon such terms and conditions in all respects as they think fit and to accept payment or satisfaction for the same in cash or otherwise, as they may think fit To pay for property etc. At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company, either wholly or partially, in cash or in shares, bonds, debentures, debenture-stock or other securities of the Company, deed any such shares stock of other securities of. the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures, debenture-stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged;

(vii)

To Insure (viii) To insure and keep insured against loss or damage by fire or otherwise, for such period and to such extent as they may think proper, all or any part of the building, machinery, goods, stores, produce and other movable property of the Company either separately or co-jointly; also to insure all or any portion of the goods, produce machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power; To Open Accounts Subject to Section 292 of the Act, to open accounts with any bank or bankers or with any Company, firm or individual and to pay money into and draw money from any account from time to time as the Directors may think fit; To Seller Contracts To secure the fulfillment of any contracts of engagements entered into by the Company by mortgage or charge of all or any of the properties of the Company and its unpaid capital for the time being or in such other manner as they may think fit; To Attach to Shares such Conditions: To attach to any shares to be issued as the

(ix)

(x)

(xi)

292

consideration for any contract with or property acquired by the Company, or in payment for services rendered to the Company, such conditions, subject to the provisions of the Act, as to the transfer thereof they may think fit; To Accept, Surrender, of Shares (Xii) To accept from any member on such terms and conditions as shall be agreed a surrender of his shares or stock or any part thereof subject to the provisions of the Act; To Appoint Attorney (xiii) To appoint any person or persons (whether incorporated or not), to accept and hold in trust for the Company any property belonging to the Company or in which it is interested for any other purposes and to execute and do all such deeds and things as may be requisite in relation to any such trusts and to provide for the remuneration of such trustee or trustees; To Bring and Defend Actions (xiv) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its Officers or otherwise concerning the affairs of the Company and also subject to the provisions of Section 293 of the Act to compound and allow time for payment'. or' satisfaction of any debts due, or of any claims or demands by or against the Company; To Refer to Arbitration To refer, subject to the provisions of Section 293 of the Act, any claims or demands by or against the Company to arbitration and observe and perform the awards;

(xv)

To act on Insolvency matters (xvi) To act on behalf of the Company in all matters relating to bankrupts and Insolvents; To Give Receipts (xvii) To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company subject to the provisions of Section 293 of the Act; To Authorise Acceptances (xviii) To determine from time to time as to who shall be entitled to sign bills, notes, receipts, acceptances, endorsements, cheques, dividend interest warrants, release, contracts and documents on the Company's behalf To Invest Moneys (xix) Subject to the provisions Of Sections 292,293, 370 and 372 of the Act, to invest and deal with any of the money of the Company, not immediately required for the purpose thereof, upon such shares, securities, or investments (not being shares in this Company) and in such manner as they may think fit, and from time to time to vary or realise such investments To Provide for Personal liabilities

293

(xx)

To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company's property (present and future) as they may think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed on

To Give to Directors etc. An Interest in Business (xxi) Subject to such sanction as may be necessary under the Act or the articles, to give to any Director, Officer, or other person employed by the Company, an interest in any particular business or transaction either by way of commission on the gross expenditure thereon or otherwise or a share in the general profits of the Company, and such interest, commission or share of profits shall be treated as part of the working expenses of the Company. To Provide for Welfare of Employees (xxii) To provide for the welfare of employees or exemployees of the Company and their wives, widows, families, dependants or connections of such persons by building or contributing to the building of houses, dwelling, or chawls or by grants of money, pensions allowances, gratuities, bonus or payments by creating and from time to time subscribing or contributing to provident and other funds, institutions, or trusts and by providing or subscribing. or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and other assistance as the Directors shall think fit; To Subscribe to Charitable and Other Funds (xxiii) To subscribe, or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or any other useful institutions, object or purposes for any exhibition; To Maintain Pension Funds (xxiv) To establish and maintain or procure the establishment and maintenance of any contributory. or noncontributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments, to any persons who are or were at any time in the employment or services of the Company, or of any Company which is a subsidiary of the Company or is allied to or associated with the Company or with any such Subsidiary Company, or who are or were at any time Directors officers of the Company or of any such other Company as aforesaid, and the wives, widows, families and dependants of any such persons and, also to establish and subsidies and subscribe to any institutions, associations, clubs or funds collected to be for the benefit of or to advance the interests and well being of the Company or of any such other Company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other Company as aforesaid

294

(xxv) To decide and allocate the expenditure on capital and revenue account either for the year or period or spread over the years. To Create Reserve Fund (xxvi) Before recommending any dividend, to set aside out of profits of the Company such sums as they may think proper for depreciation or to Depreciation Fund .or Reserve Fund or Sinking Fund or any other special fund to meet contingencies or to repay redeemable preference shares, debentures, or debenture stock or for special dividends or for equalising dividends or for repairing, improving, extending and maintaining any part of the property of the Company, and for such other purposes as the Directors may, in their absolute discretion, think conducive to the interests of the Company and to invest the several sums so set aside or so much thereof as required to be invested upon such investments (subject to the restrictions imposed ) Section 292 and 293 and other provisions of the Act) as the directors may think fit, and from time to time, to deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company in such manner and for such purposes as the Directors (subject to such restrictions as aforesaid) in their absolute discretion think conducive to the interests of the Company notwithstanding that the matters to which the Directors apply or upon which they may expend the same or any part thereof may be matters to or upon which the Capital moneys of the Company might rightly be applied or expended; and to divide the Reserve Fund into such special funds as the Directors think fit, and to employ the assets constituting all or any of the above funds, including the depreciation Fund, in the business of the Company or in repayment or redemption of redeemable preference shares, debentures or debenture- stock and that without being bound to keep the same separate from other assets or to pay interest on the same, with power, however to the Directors at their discretion, to pay or allow to the credit of such fund interest at such rate as the Directors may think proper.

(xxvii)

To Appoint Officers etc. The Board shall have specific power to appoint officers, clerks and servants for permanent or temporary or special services as the Board, may from time to time think fit and to determine their powers and duties and to fix their salaries and emoluments and to require securities in such instances and of such amounts as the Board may think fit and to remove or suspend any such officers, clerks and servants provided that the appointment of a person on a post carrying a salary of ` 6,000/- per month or above or a pay scale the maximum of which is ` 6,000/- per month or above shall be made only by means of resolution passed at a Board Meeting. To Authorise by Power of Attorney At any time and from time to time by power of attorney, to appoint any person or persons to be the Attorney or

(xxviii)

295

Attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as the Directors may from time to time think fit and any such appointment (if the Directors may think fit)be made in favour of any Company or the members, directors, nominees, or managers' of any company or firm or otherwise in favour of any fluctuating body or person whether nominated, .directly or indirectly by the Directors and any such power of attorney may contain any such powers for the protection or convenience of persons dealing with such Attorneys as the Directors may think fit; and may contain powers enabling any such delegates or Attorneys as aforesaid to sub-delegate all or' any of the powers, authorities, and discretions for the time being vested in them. To Authorise, Delegate Subject to the provisions of the Act, generally and from time to time and at any time to authorise empower or delegate to (with or without powers of sub-delegation) any Director, Officer or Officers or Employee for the time being of the Company and/or any other person, firm or Company all or any of the powers authorities and discretions for the time being vested in the Directors by these presents, subject to such restrictions and conditions, if any as the Directors may think proper. To Negotiate To enter into all such negotiations, contracts and rescind and/or vary all su.ch contracts and to execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

(xxix)

(xxx)

(xxxi)

Secretary

199

Seal

200

From time to time to make vary any legal bye-laws for the regulations of the business of the Company, its officers and servants. Subject to the provisions of Section 383 A of the Act, the Directors may, from time to time appoint and, at their discretion remove any individual (hereinafter called the Secretary') who shall have such qualifications as the authority under the Act may prescribe to perform any functions, which by the Act or these Articles are to be performed, by the Secretary, and to execute any other purely ministerial or administrative duties which may from time to time be assigned to the Secretary by the Directors. The Directors may also at any time appoint some persons (who need 'not be the Secretary) to keep the registers required to be kept by the Company. (i) The Board of Directors shall provide a Common Seal for the purpose of the Company, shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for its safe ,custody for the time being under such regulations as the Board may prescribe. (ii) The Seal of the Company shall not be affixed to any instrument except by the authority of the Board of Directors or of a Committee of the Board of Directors authorised by it in that behalf and in the presence of at least one Director and the Secretary or a person authorised for the purpose if there is. no Secretary for the time being. Provided however that the certificates of shares shall be signed in

296

Interest may be paid out of Capital

201

Dividends Out of Profits Only

202

the same manner as the certificates of the shares are required to be signed in conformity with the provisions of Companies (Issue of Share Certificates) Rules 1960 and their statutory , modifications for the time being in force. Where any shares in the Company are issued for the purpose of raising money to defray the expenses of the construction of any work for or building or the provision of any plant, which cannot be made profitable for a lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid up, for the period and at the rate and subject to the conditions and restrictions provided by section 8 of the Act, and charge the same to capital as part of the cost of construction of the work or building, of the provisions of the plant. (i) No Dividend shall be declared or paid by the Company for any financial year except out of the profits of the Company for that year arrived at after providing for depreciation in accordance with the provisions of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with those provisions and remaining undistributed or out of both or out of moneys provided by the Central Government or State Government for the payment of dividend in pursuance of a Guarantee given by the Government and except after the transfer to the reserves of the Company of such percentage out of the profits for that year not exceeding ten per cent as may be prescribed or voluntarily such higher percentage in accordance with the rules as may be made by the Central Government in that behalf: PROVIDED HOWEVER whether owing to inadequacy or absence of profits in any year, the Company proposes to decide but of the accumulated profits earned by the Company in previous years and transferred by it to the reserves, such declaration of dividend shall not be made except in accordance with such rules as may be made by the Central Government in this behalf, and whether any such declaration is not in accordance with such rules, such declaration shall not be made except with the .previous approval of the Central Government. (ii) The depreciation shall be provided either (a) to the extent specified in Section 350 of the Act; or (b) in respect of each item of a depreciable asset, for such an amount as is arrived at by dividing 95 per cent of the original cost thereof to the company by the specified period in respect of such asset; or (c) on any other basis approved by the Central Government which has the effect of writing off by way of depreciation 95 per cent of the original cost of the company of its such depreciable asset on ,the expiry of the specified period;or (d) as regards any other depreciable assets for which no rate of depreciation has been laid down by the Act or any rules made there under on such basis as may be approved by the Central Government by any general order published in the Official Gazette or by any special order in the case of the company Provided that where depreciation is provided for in the manner laid down in Clause (b) or Clause (c), then in the event of the depreciated assets being sold, discarded, demolished or destroyed, the written down value thereof at the end of the financial year in which the assets is sold, discarded, demolished or destroyed shall be

297

Interim Dividend

203

Debts May Be Deducted Capital paid up in advance and Interest not to earn Dividend Dividends in Proportion to Amount Paid-Up

204

205

written off in accordance with the proviso to Section 350 of the Act. (iii) No dividend shall be payable except in cash, provided that nothing in this Article shall be deemed to prohibit the capitalization of the profits or reserves of the Company for the purpose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on any shares held by members of the Company. (iv) Nothing in this Article shall be deemed to affect in any manner the operation of Section 208 of the Act. (v) For the purpose of this Articles Specified period in respect of any depreciable asset shall mean the number of years at the end of which at least 95 per cent of the original cost of that asset to the Company will have been provided for by way of depreciation, if depreciation were to be calculated in accordance with the provisions of Section 350 of the Act. The Board of Directors may from time to time, pay to the members such interim dividends as in their judgement the position of the Company justifies. The Directors may retain any dividends on which the Company has a lien and may apply the same in or towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists. The share capital is paid in advance of the calls upon the footing that the same shall carry interest, such capital shall not whilst carrying interest, confer a right to divided or to participate in profits. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the: dividend is paid but if any share is issued in terms providing that it shall rank for dividends as from a particular date such share shall rank or dividend accordingly. Where any instrument of transfer of shares has been delivered to any company for registration and the transfer of such shares has not been registered by the Company, it shall, notwithstanding anything contained in any other provision of this Act, shall (a) transfer the dividend. in relation to such shares to the special account referred to in Section 205-A unless the company is authorised by the registered holder of such shares in writing to pay such dividend to the transferee specified in such instrument of transfer; and (b) keep in abeyance in relations to such shares any offer of rights shares under (c) clause (a) of sub-section (1) of Section 81 and any issue of fully paid-up bonus shares in pursuance of sub-section (3) of Section 205. No member shall be entitled to receive payment of any interest or dividend or bonus. in respect of his share or shares, while any money may be due or owing from him to the Company in respect of such share or shares (or otherwise however, either alone or jointly with any other person or persons) and the Board of Directors may deduct from the interest or dividend payable to any member all such sums of money so due from him to the Company. A transfer of shares does not pass the right to any dividend declared thereon before the registration of the transfer. The dividend payable in cash may be paid by cheque or warrant sent through post direct to the registered address of the shareholder entitled to the payment of the dividend or in case of joint holders to the registered address of that one of the joint holders which is first named on the register of members or to such person and to such address as the holder or the joint holder may in writing direct. The Company shall not be liable or responsible for

206

Right to Dividend, Right Shares and Bonus Shares to be held in Abeyance Pending Registration of Transfer of Shares

207

No Member to receive Dividend whilst Indebted to the Company and the Company's Right of Reimbursement Thereof Effect of Transfer of Shares Dividends How Remitted

208

209 210

298

Notice of Dividend

211

Unpaid Dividend or Dividend Warrant Posted

212

Dividend and call together

213 214

any cheque or warrant or pay-slip or receipt lost in transmission or for any dividend lost, to the member or person entitled thereto by forged endorsement of any cheque or warrant or the fraudulent recovery of the dividend by any other means. Notice of the declaration of any dividend whether interim or otherwise shall be given to the registered holder of share in the manner herein provided. (a) Where the Company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted within 42 days from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said period or 42 days, open a special NCML Industries Limited " and transfer to the said Account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted. (b) Any money transferred to the unpaid dividend company which remains unpaid or unclaimed for a period of three years from the date of such transfer, shall be transferred by the Company to the general revenue account of the Central Government. A claim to any money so transferred to the general revenue account may be preferred to tile Central Government by the shareholder to whom the money is due. No unclaimed dividend shall be forfeited by the Board Any General Meeting declaring as dividend may on the recommendations of the Directors make a call on the Members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend; and the dividend may, if so arranged between the Company and members be set off against the calls.

CAPITALISATION Title of Article Article Number 215 Contents (a) Any general meeting may resolve that any amount standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account or any moneys, investments or other assets forming part of the undivided profits (including profits or surplus moneys arising from the realisation and where permitted by law, from the appreciation in value of any capital assets of the Company) standing to the credit of the General Reserve, Reserve or any Reserve Fund or any other fund of the Company or in the hands of the Company and available for dividend may be capitalized. Any such amount (excepting the amount standing to the credit of the Share Premium Account and/or the Capital redemption Reserve Account) may be capitalized (i) by the issue and distribution as fully paid shares, debentures, debenture-stock bonds or obligations of the Company, or (ii) by crediting the shares of the Company which may have been issued and are not fully paid up, with the whole or any part of the sum remaining unpaid thereon. Provided that any amounts standing to the credit of the Share Premium Account may be applied in; (1) paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares; (2) in writing off the preliminary expenses of the Company; (3) in writing off the expenses of, or the commission

299

paid or discount allowed on any issue of shares or debentures of the Company; or. (4) in providing for the premium payable on the redemption of any redeemable preference share or of any debentures of the Company, provided further that any amount standing to the credit of the Capital Redemption Reserve Account shall be applied only in paying up unissued shares of the Company to be issued to the members of the Company as fully paid bonus shares. (b) Such issue and distribution under Sub-clause (a)(i) above and such payment to the credit of unpaid share capital sub-clause (a)(ii) above shall be made to, among and in favour of the members of any class of them or any of them entitled and in accordance with their respective rights and interests and in proportion to the amount of capital paid up on the shares hold by them respectably in respect of which such distribution under sub-clause (a) (ii) above shall be made on the footing that such members become entitled thereto as capital. (c) The Directors shall give effect to any such resolution and apply portion of the profits, General Reserve Fund or any other fund or account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debenture-stock, bonds or other obligations of the Company so distributed under sub-clause (a)(i) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid-up under sub-clause above provided that no such distribution or payment shall be made unless recommended by Directors and , if so recommended such distribution and payment shall be accepted by such member as aforesaid in full satisfaction of their interest in the said capitalized sum. (d) For the. Purpose of giving effect to any such resolution the Directors may settle any difficulty which may arise in regard to the distribution or payment as a aforesaid as they think expedient and in particular they may issue fractional certificates or coupons and fix the value for distribution of any specific sets and may determine that such payments be made to any members on the footing of the value so fixed and may vest any such cash, shares, fractional certificates or coupons, debentures, debenture-stock, bonds or other obligations in trustee upon such trusts for the persons entitled thereto as may deem expedient to the Directors and generally may make such arrangement for the acceptance allotment and sale of such shares, debenture, debenture-stock, bonds or other obligations and fractional certificates or coupons or otherwise as they may think fit (e)Subject to the provisions of the Act and these Articles, in cases where some of the shares of the Company are fully paid and others are partly Paid only, such capitalization may be effected by the distribution of further shares in respect of the fully paid shares, and in respect of the partly paid shares the sums so applied in the extinguishment or diminution of the liability on the partly paid shares shall be so applied prorata in proportion to the amount then already paid or credited as paid on the existing fully paid and party paid shares respectively. (f) When deemed requisite a proper contract shall be filed with the Registrar of Companies in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the members entitled as at or said and such appointment shall be effective.

300

ACCOUNTS Title of Article Accounts Books of Accounts to be kept Article Number 216 217 Contents The provisions of Sections 209 to 222 of the Act shall be complied with in so far as the same be applicable to the Company. (a) The Company shall keep at its Registered Office proper books of accounts as required by Section 209 of the ,Act with respect to : (i) All sales of money received and expected by the Company and the matters in respect of which the receipt and expenditure take place; (ii) All sales and purchases of goods by the Company; and (iii) The assets and liabilities of the Company; Provided that all or any of the books of account aforesaid may be kept at such other place in India as the Board of Directors so decide, the Company shall, within seven days of the decision file with the Registrar a notice in writing giving the full address of that other place. (b) If the Company shall have a branch office, whether in or outside India, proper books of account relating to the transaction effected at that office shall be kept at that office and proper summarized returns made up to date at intervals of not more than three months, shall be sent by the branch office to the Company at its-Registered Office or other place in India, as the Board thinks fit, where the said books of the Company are kept. (c) All the aforesaid books shall give a fair and true view of the affairs of the Company or of its branch office, as the case may be with respect to the maters aforesaid and explain the transactions. (d) The books of account shall be open to inspection by any Director during business hours as provided by Section 209 of the Act. (e) The books of account of the Company relating to a period of not less than eight years immediately preceding the current year together with the vouchers relevant to any entry in such books of accounts shall be preserved in good order. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts, books and documents of the Company or any of them, shall be open to the inspection of the members, and no member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by statute or authorized by the Directors or by a resolution of the Company in general meeting. The Board of Directors shall lay before each annual general meeting a Profit and Loss Account for the financial year of the Company and a Balance Sheet made up as at the end of the financial year which shall be a date, which shall not precede the day of the meeting by more than six months or such extended period as shall have been granted by the Registrar of Companies under the provisions of the Act. (a) Subject to the provisions of Section 211 of the Act, every Balance Sheet and Profit and Loss Account of the Company shall be in the forms set out in parts I and II respectively of Schedule VI of the Act, or as near thereto as circumstances admit. There shall be annexed to every Balance Sheet a statement showing the bodies corporate (including separately the bodies corporate in the,

Inspection by Members

218

Statement of Accounts to be furnished to General Meeting

219

Balance Sheet and Profit and loss Account

220

301

Authentication of Balance Sheet and Profit and loss Account

221

Profit and loss Account to be Annexed and Auditors' Report to be attached to the Balance Sheet Board's Report to be Attached to Balance Sheet

222

same group) in the shares of which investments have been made by it (including all investments, whether existing or not, made subsequent to the date as at which the previous Balance Sheet was made out) and the nature and extent of the investments so made in each body corporate. (b) So long as the Company is a holding Company having a subsidiary Company shall conform to Section 212 and other applicable provisions of the Act. (c) If in the opinion of the Board, any of the current assets of the Company have not a value on realization in the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board is of that opinion shall be stated. (a) (I) Save as provided by Item (II) this sub-clause every Balance Sheet and every Profit and Loss Account of the Company shall be signed on behalf of the Board .of Directors by the Manager or Secretary, if any and by not less than two Directors of the Company, one of whom shall be a Managing Director, if any. (ii) When only one of the Directors of the Company is for the time being in India, the Balance Sheet and the Profit and Loss Account shall be signed by such Director, but in such a case, there shall be attached to the Balance Sheet and the Profit and Loss Account a statement signed by him explaining the reason for non compliance with the provisions of the above item. (b) The Balance Sheet and the Profit and Loss Account, shall be approved by the Board of Directors before they are submitted to the auditors for report thereon. The Profit and Loss Account shall be annexed to the Balance and the Auditors' Report including the Auditor's separate, special or supplementary report, if any, shell be attached thereon.

223

(a) Every Balance Sheet laid before the Company in General Meeting shall have attached to it a Report by the Board of Directors with respect to the State of the Company's affairs; the amounts if any which it proposes to carry to any reserves in such Balance Sheet, the amount, if any, which it recommends to be paid by way of dividends and material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report and the conservation energy, technology absorption, foreign exchange earnings and out-go in such manner as may be prescribed. (b) The Report shall so far as it is material for the appreciation of the state of the Company's affairs by its member and will not in the Board's opinion be harmful to the business of the Company or of any of its subsidiaries, deal with any changes which have occurred during the financial year in the nature of the Company or Company's business, or of the Company's subsidiaries or in the nature of the business in which the Company has an interest. (c) The Board shall also give the fullest information and explanations in its Report or in cases falling under the proviso to Section 222 of the Act in an addendum to that Report, on every reservation, qualification or adverse remark contained in the Auditor's Report. (d) The Board's Report and addendum (if any) thereto shall be signed by its Chairman if he is authorised in that behalf by the Board; and where he is not so authorised shall be signed by such number of Directors as are required to sign the Balance Sheet and the Profit and Loss Account of the Company by virtue ()" sub-

302

Right of Members to copies of Balance Sheet and Auditor's report:

224

clauses (a) and (b) of Article 209. (e) The Boards shall have the right to charge any person not being a Director with the duty, of seeing that the provisions of sub-clauses (a) and (b) of this Article are complied with. (f) Every Balance sheet and Profit and Loss Account of the Company when audited and approved and adopted by the members in the annual general meeting shall be conclusive except as regards in matters in respect of which modifications are made thereto as' may from time to time be considered necessary by the Board of Directors and or considered proper by reason of any provisions- of relevant applicable statutes and approved by the shareholders at a subsequent general meeting. A copy of every balance sheet including the profit and loss account and ,the auditor's report and every other document required by law to be annexed or attached, as the case may be, to the balance sheet which is to be laid before the Company in General Meeting, shall be made available for inspection at the Registered Office of the Company during the working hours for a period of 21 days before' the date of the meeting. A statement containing the salient features of such documents in the prescribed form or copies of the documents aforesaid, as may be permitted by Section 219 of. the Act and as the Company may deem fit, will be sent to every member of the company and to every Trustees for the holders of any debentures issued by the Company, not less than 21 days before the date of the meeting as laid down in Section 219 of the Act Provided that it shall not be necessary to send copies of the documents aforesaid to (a) to a member or holder of the debentures of the Company who is not entitled to have the notice of general meeting of the Company sent to him and whose address the company is unaware (b) to more than. one of the joint holder of any shares or debentures some of whom are and some of whom are not entitled to have such notice sent to them, by those who are not so entitled. After the Balance sheet and Profit and Loss Account have been laid before the Company at the annual general meeting, three copies of the Balance Sheet and Profit and Loss Account duly signed as provided under Section 220 of the Act together with three copies of all documents which are required to be annexed thereto shall be filed with the Registrar, so far as the same be applicable to the Company.

Three Copies of Balance Sheet etc. to be filed with Registrar

225

AUDIT Title of Article Article Number 226 227 Contents

Accounts to be audited Appointment of Auditors

Every Balance Sheet and Profit and Loss Account shall be audited by one or more Auditors to be appointed as hereinafter mentioned (1) The Auditors shall be appointed and their qualifications, rights and duties regulated in accordance with Sections 224 to 229 and 23.1 of the Act. (2) The Company shall at each annual general meeting appoint an Auditor or Auditors to hold office from the conclusion of that meeting until the conclusions of the next annual general meeting and shall within seven days of appointment give intimation thereof to the Auditors so appointed unless he is retiring Auditor. (3) At any annual general meeting a Retiring Auditor, by whatever authority appointed shall be reappointed unless

303

Audit of Branch Office

228

Auditors to have access to the Books of the Company

229

(a) he is not qualified for re-appointment (b) he has given the Company notice in writing of unwillingness to be re-appointed (c) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed or (d) where notice has been given of an intended resolution to appoint some persons or person in the place of a retiring Auditor, and by reason of death, incapacity or disqualification of that person or of all those persons as the case may be, the Resolution cannot be proceeded with (4) where at annual general meeting no Auditors are appointed or reappointed the Central Government may appoint a person to fill the vacancy (5) The Company shall, within seven days of the Central Government's power under the sub-clause (4) becoming exercisable give notice of that fact to that Government. (6) The Directors may fill any casual vacancy in the office of the Auditor, but while any such vacancy continues, the serving or continuing Auditor or Auditors (if any) may act but here such vacancy caused by resignation of an Auditor the vacancy shall only be filled by the Company in general meeting. (7) A person other than a retiring Auditor, shall not be capable of being appointed at an annual general meeting unless a special notice of a resolution for appointment of that person to the office of Auditor has been given by a member to the Company not less than fourteen days before the meeting in accordance with. Section 190 of the Act and the Company shall send a copy of any such notice to retiring Auditor and shall give notice thereof to the members in accordance with Section 225 of the Act. The provisions of this subclause shall also apply to a resolution that retiring Auditor shall not be reappointed. The Company shall comply with the provisions of Section 228 of the in relation to the audit of the accounts of branch offices of the Company, except to the extent to which any exemption may be granted by the Central Government on that behalf. (a) The Auditor/s of the Company shall have a right of access at all times to the books and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor/s. (b) All notice of and other communications relating to, any general meeting of the Company which any member of the Company is entitled to have sent to him shall also be forwarded to the Auditors of the Company; and the Auditor/s shall be entitled to attend any general meeting and to be heard at any general meeting which he attends to any part or the business which concerns him as Auditor. (c) The Auditors shall make a report to the members of the Company on the accounts examined by him and on every Balance Sheet and Profit and Loss account, and on every other document declared by the Act to be part of or annexed to the Balance Sheet or Profit and Loss Account, which are laid down before The Company in annual general meeting during his tenure of office, and the, Report shall state whether, in his opinion and to the best of his information and according to the explanation given to him, the said accounts give the information required by the Act in the manner so required and give a true and fair view: (i) in the case of the Balance Sheet of the state of the Company affairs as at the end of its financial year; and

304

Accounts When Audited and Approved to be Conclusive Authentication of Documents and Proceedings

230

231

(ii) in the case of the Profit and Loss Account, of the Profit or Loss for its Financial year. (d) The Auditor's Report shall also state(i) Whether he has obtained all the information and explanations which to the best of his, knowledge and belief were necessary for the purpose of his audit; (ii) Whether, in his opinion, proper books of accounts as required by law have been kept by the Company so far as appears from-his examination of those 'books and proper returns adequate for the purpose' of his audit have been received from branches not visited by him iii) whether the report on the accounts of any branch office audited under Section 228 by a person other than the Company's auditor has been forwarded to him as required by clause (c) sub-section (3) of the Section and how he has dealt with the same in preparing the Auditor's Report;(iv) whether the Company's Balance Sheet and Profit and Loss Account dealt with 'by the report are in agreement with the books of accounts and returns. (e) Whether any of the matters referred to in the Article is answered in the negative or with a qualification the Auditor's Report shall state the reasons 'for the answer. Every account when audited and approved by a General Meeting shall be conclusive except as regards any error discovered therein within three month next after the approval thereof. Whenever any such error is discovered within that period, the account shall forthwith be corrected and thenceforth shall be conclusive Save as otherwise expressly provided in the Act or these Articles, document or proceeding requiring authentication by the Company may be signed by a Director or an authorised officer of the Company and need not be under its seal.

DOCUMENTS AND NOTICES Title of Article Service of Documents on Members by the Company Article Number 232 Contents (i) A document or notice may be served by the Company on any member thereof either personally or by sending it by post to him at his registered address or if he has no registered address in India, to the address if any, within India, supplied by him to the Company for serving documents or notices to him. (ii) Where a document or notice is sent by post. (a) Service thereof shall be deemed to be effected by properly addressing, pre- paying and posting a letter containing the document or the notice provided that where a member has intimated to the Company in advance that documents should be sent to him under a Certificate of Posting or by Registered Post with or without acknowledgements due and has deposited with the Company a sum of sufficient to defray the expenses of doing so, service of the documents or notice shall not be deemed to be affected unless it is sent in the manner intimated by the members; and (b) Such service shall be deemed to have been affected: (i) in the case of a notice of meeting at the expiration of forty eight hours after the letter containing the same is posted; and ii) in any ,other case, at the time at which the

305

To Whom Documents must be Served or Given

233

letter would be delivered in the ordinary course of post. (iii) A document or notice advertised in a newspaper circulating in the neighborhood of the Registered Office of the Company shall be deemed to be duly served on the day on which advertisement appears, on every member of the Company who has no registered address in India and has not supplied to the Company an address within India for the giving of notices to him. (iv) A document or notice may be served by the Company on the joint holders of a share by serving it to the joint holder named first in the Register in respect of the share. (v) A document or notice may be served by the Company on the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a pre-paid letter, addressed to them by name, or by title of representatives of the deceased, or assignees of the insolvent or by any like description, at the address, if any, in India supplied for the purpose by the person claiming to be so entitled or until such an address has been so supplied, by serving the document Of notice in any manner in which it might have been served if the death or insolvency had not occurred. (vi) The signature to any document or notice to be given by the Company may be written or printed or lithographed. Document of notice of every general meeting shall be served or given in the same manner herein before authorised on or to (a) every member, (b) every person entitled to a share in consequence of the death or insolvency of a member r and (c) the auditor or auditors for the time being of the Company, PROVIDED that when the notice of the meeting is given by advertising the same in newspaper circulating in the neighborhood of the office of the Company under Article 100, a statement of material facts, referred to in Article 101 need not be annexed to the notice as is required by that Article, but it shall merely be mentioned in the advertisement that the statement has been forwarded to the members of the Company. Every person, who "by operation of law, transfer or other means whatsoever, has become entitled to share shall be bound by every document or notice in respect of such share, which prior to his name and address being entered on the Register of Members, shall have duly served on or given to the person from whom he derived his title to such share. A document may be served on the Company or an Officer thereof by sending it to the Company or Officer at the Registered Office of the Company by post under a certificate of posting or by Registered Post by leaving it at its Registered Office. A document may be served on the Registrar of Companies by sending it to him at his office by post under a Certificate of posting or by Registered Post, or by delivering it to or leaving it for him at his office.

Members Bound by Documents or Notice Served on or Given to Previous Holders Service of Documents on Company

234

235

Service of Documents by Company on the Registrar of Companies

236

REGISTERS AND DOCUMENTS

306

Title of Article Registers Documents to be Maintained By the Company

Article Number 237

Contents The Company shall keep .and maintain Registers, Books and documents as required by the Act or these Articles, including the following: (i) Register of Investment made by the Company but not held in its own name, as required by Section 49(7) of the Act and shall keep it open for inspection by any member or debenture holder of the Company without charge. (ii) Register of Mortgages and Charges as required by Section 143 of the Act and copies of instruments creating any charge requiring registration according to Section 134 of the Act and shall keep open for inspection of any creditor or member of the Company without fee and for inspection by any person on payment of a fee of Rupee one for each inspection (iii) Register and Index of Members as required by Section 150 and 151 of the Act and shall keep the same open for inspection of any member or debenture holder, without fee and of any other person on payment of a fee of Rupee One of each inspection. (iv) Register and Index of Debenture Holders under Section 152 of the Act and keep it open for inspection by any member or debenture holder without fee any by any other person on payment of Rupee one for each inspection, (v) Foreign Register if thought fit as required by Section 157 of the Act and it shall be open for inspection and may be closed and extracts may be taken there from and copies thereof as may be required, in the manner mutatis mutandis, as is applicable to the Principal Register, (vi) Register of Contracts, and Companies and firms in which Directors are interested, as required, by Section 301 of the Act and shall keep it open for inspection of any member free of charge. (vii) Register of Directors, and secretary etc., as required by Section 303 of the Act and shall keep it open for inspection by any member of the Company without charge and of any other person on payment of a fee of Rupee One for each inspection, (viii) Register as to holdings by Directors of shares and/or debentures; in the Company as required by Section 307 of the Act and shall keep it open for inspection by any member or debenture holder of the Company on any working day during the period beginning fourteen days before the date of the Company's Annual General Meeting and ending three days after the date of its conclusion, (ix) Register of Investments made by the Company in shares and debentures of the bodies corporate as required by Section 372 of the Act. (x) Books recording minutes of all proceedings of General Meeting, and of all proceedings at meetings of its Board of Directors or of Committees of the Board in accordance with the provisions of Section 193 of the Act. (xi) Copies of Annual Returns prepared under Section 159 of the Act together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act. (xii) Register of loans as required by Section 370 of the Act. The Registers mentioned in clauses (ix) and (xii) of the foregoing Article and the minutes of all proceedings of General Meetings shall be open to inspection and extracts may be taken, there from and copies thereof may be required by any member of the Company in the same manner to the same extent and on payment of the same fees as in the case of the Register of

Inspection of Registers

238

307

Members of the Company, as provided for in clause (iii) of the said Article. Copies of entries in the Registers mentioned in the foregoing Article shall be furnished to the persons entitled to the same on payment of thirty-seven Paisa for every hundred words or fractional part thereof required to be copied. The Company shall give inspection of the above Registers to the persons entitled to the some on such days and during such business hours as may consistently with the provisions of the Act in that behalf be determined by the Company in General Meeting. WINDING UP Title of Article Distribution of Assets Article Number 239 Contents (a) Subject to the provisions of the Act, if the Company shall be wound up and the assets available for distribution among the members as such shall be Iess than sufficient to repay the whole of the paid up capital such assets shall be distributed so that, as nearly, as may be, the losses shall be borne by the members in proportion to the Capital paid up, or which ought to have been paid up, at the commencement of winding up, on the shares held by them respectively. And if in winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the Capital paid up at the commencement of the winding up the Excess shall be distributed amongst the members in proportion to the Capital at the commencement of the winding up or which ought to have been paid up on the shares held by them respectively. (b) But this clause will not prejudice the rights of the holders of shares issued upon special terms and conditions. Subject to the provisions of the Act: (a) if the Company shall be wound up whether voluntarily or otherwise, the liquidators may with the sanction of a special resolution and any other sanction required by the Act, divide amongst the contributories, in specie or kind' the whole or any part of the assets of the Company, and may, with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the liquidators with the like sanction shall think fit. (b) If thought expedient, any such division may, subject to the provisions of the Act, be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given (subject to the provisions of the Act) preferential or special rights or may be excluded altogether or in part but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined or any contributory who would be prejudiced thereby shall' have the right; if any to dissent and ancillary rights as if such determination were a special ,resolution passed pursuant to Section 494 of the Act. (c) In case any shares to be divided as aforesaid involves a liability to calls or otherwise, any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution, by notice in writing direct the liquidators to sell his proportion and pay him the net proceeds and the Liquidators shall, if practicable act accordingly.

Distribution in Specie or Kind

240

308

SECTION X: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material will be attached to the copy of the Red Herring Prospectus and shall be delivered to the RoC for registration. Copies of the above mentioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. from the date of filing Red Herring Prospectus on all Working Days until the Bid/Offer Closing Date. A. Material Contracts for the Offer 1. Engagement Letter dated March 1, 2013 between our Company, the Selling Shareholders and the BRLM. 2. Offer Agreement dated March 1, 2013 between our Company, the Selling Shareholders and the BRLM. 3. Agreement dated March 1, 2013 between our Company, the Selling Shareholders and the Registrar to the Offer. 4. Escrow Agreement dated [] between our Company, the Selling Shareholders, the BRLM, Escrow Collection Bank and the Registrar to the Offer. 5. Syndicate Agreement dated [] between our Company, the Selling Shareholders, BRLM and the Syndicate Members. 6. Underwriting Agreement dated [] between our Company, the Selling Shareholders, the BRLM and the Syndicate Members. B. Material Documents 1. Certified copies of the updated Memorandum and Articles of Association of our Company as amended from time to time. 2. Certificate of incorporation dated September 26 , 1996. 3. Resolutions of the Board of Directors dated February 28, 2013 in relation to this Offer and other related matters. 4. Resolution of the shareholders of our Company dated November 2, 2010 appointing Mr. Rajnish Jain as the Chairman cum Managing Director of our Company and Agreement between company and Mr. Rajnish Jain. 5. Resolution of the shareholders of our Company dated April 1, 2008 appointing Mr. Manish Jain as an Executive Director of our Company and Agreement between company and Mr. Manish Jain. 6. Resolution dated February 28, 2013 passed by the board of directors of Mohit Nidhi Agro Oil Private Limited approving the offer for sale for Equity Shares held in NCML Industries Limited. 7. Resolution dated February 28, 2013 passed by the board of directors of Sundaram Distributors Private Limited approving the offer for sale for Equity Shares held in NCML Industries Limited. 8. Resolution dated February 28, 2013 passed by the board of directors of Jagprem Vyapaar Private Limited approving the offer for sale for Equity Shares held in NCML Industries Limited. 9. Consent from Mohit Nidhi Agro Oil Private Limited in relation to the Offer. 10. Consent from Sundaram Distributors Private Limited in relation to the Offer.
th

309

11. Consent from Jagprem Vyapaar Private Limited in relation to the Offer. 12. Copies of the Annual Reports of our Company for the last five financial years i.e. 2007-08, 2008-09, 2009-10, 2010-11, 2011-12 and the auditors report for the period ended September 30, 2012. 13. The Report of the Peer Review Auditor dated March 15, 2013 from M/s Mehra And Company for the Restated Financial statements of our Company for the years/period ended March 31, 2008, 2009, 2010, 2011, 2012 and six months ended September 30, 2012. 14. Copy of Tax Benefits report dated March 15, 2013 of M/s Manoj & Associates 15. Consent of the Directors, the BRLM, legal advisor, Registrars to the Offer, Bankers to the Offer, Bankers to our Company, Company Secretary and Compliance Officer, Auditor and Peer review Auditor as referred to in their specific capacities. 16. Due Diligence Certificate dated March 25, 2013 from the BRLM. 17. In principle listing approvals dated [] and [] issued by the BSE and the NSE respectively. 18. Tripartite Agreement dated [] between our Company, NSDL and the Registrar to the Offer. 19. Tripartite Agreement dated [] between our Company, CDSL and the Registrar to the Offer. 20. RBI Approval dated [] for transfer of the Equity Shares by the Selling Shareholders in the Offer. 21. FIPB Approval dated [] for transfer of the Equity Shares by the Selling Shareholders to non residents in the Offer.

310

SECTION XI- DECLARATION DECLARATION The undersigned Selling Shareholder, hereby certifies that all statements made in this Draft Red Herring Prospectus are true and correct, provided however, that the undersigned Selling Shareholder assumes no responsibility for any of the statements made by our Company or any other Selling Shareholder in this Draft Red Herring Prospectus, except statements made by the undersigned Selling Shareholder in relation to itself as a Selling Shareholder and the Equity Shares offered and sold in the Offer. For, Mohit Nidhi Agro Oil Private limited Gulshan Kaliya (Director)

311

DECLARATION The undersigned Selling Shareholder, hereby certifies that all statements made in this Draft Red Herring Prospectus are true and correct, provided however, that the undersigned Selling Shareholder assumes no responsibility for any of the statements made by our Company or any other Selling Shareholder in this Draft Red Herring Prospectus, except statements made by the undersigned Selling Shareholder in relation to itself as a Selling Shareholder and the Equity Shares offered and sold in the Offer. For, Jagprem Vyapaar Private limited Vikas Kumar (Director)

312

DECLARATION The undersigned Selling Shareholder, hereby certifies that all statements made in this Draft Red Herring Prospectus are true and correct, provided however, that the undersigned Selling Shareholder assumes no responsibility for any of the statements made by our Company or any other Selling Shareholder in this Draft Red Herring Prospectus, except statements made by the undersigned Selling Shareholder in relation to itself as a Selling Shareholder and the Equity Shares offered and sold in the Offer. For, Sundaram Distributors Private limited Vikas Kumar (Director)

313

DECLARATION All relevant provisions of the Companies Act and the guidelines issued by the Government or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or rules or regulations made there under or guidelines issued, as the case may be. We further certify that all the statements in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTORS, COMPANY SECRETARY AND FINANCE HEAD OF OUR COMPANY:

_______________________

Rajnish Jain (Chairman Cum Managing Director)

_______________________

Manish Jain (Executive Director)

_______________________

Sanjay Tickoo (Independent & Non-Executive Director)

_______________________

Dinesh Kalra (Independent & Non-Executive Director)

_______________________

Rajesh Kumar Bajaj (Company Secretary & Compliance Officer)

_______________________

Abhishek Bajpai (Finance Head)

Date: March 25, 2013 Place: Delhi

314