SCHEDULE - 02 - INTERSE ALLOCATION OF RESPONSIBILITIES - SEBI (Disclosure and Investor Protection Guidelines) 2000

SCHEDULE II (Clause 5.3.2.1) INTERSE ALLOCATION OF RESPONSIBILITIES I. The Lead Merchant Bankers shall make interse allocation of the activities / sub activities. II. The lead merchant banker shall ensure that activity wise allocation is properly delineated and that the Board is advised the name of the Lead Merchant Banker responsible for each set of activities / sub-activities, well before opening of issue. This advice must be signed by all Lead Merchant Bankers to issue. III. Where the circumstances warrant joint and several responsibility of Lead Merchant Bankers for a particular activity, a co-ordinator designated from among the Lead Merchant Bankers shall furnish to the Board, when called for, with information, report, comments etc. on matters relating to the activity (of joint and several responsibility). IV. The activities / sub-activities may be grouped on the following lines: (a) Capital structuring with the relative components and formalities such as composition of debt and equity, type of instruments. (b) Drafting and Design of the offer document and of advertisement / publicity material including newspaper advertisements and brochure / memorandum containing salient features of the offer document. (c) The designated Lead Merchant Banker shall ensure compliance with the Guidelines for Disclosure and Investor Protection and other stipulated requirements and completion of prescribed formalities with Stock Exchange, Registrar of Companies and SEBI. (d) Marketing of the issue, which will cover, inter alia, formulating marketing strategies, preparation of publicity budget, arrangements for selection of (i) ad-media, (ii) centres of holding conferences of brokers, investors etc. (iii) bankers to issue, (iv) collection centres (v) brokers to issue and (vi) underwriters and the underwriting arrangement, distribution of publicity and issue material including application form, prospectus and brochure, and deciding on the quantum of issue material. (e) Selection of various agencies connected with issue, namely Registrars to Issue, printers and advertising agencies. (f) Follow-up with bankers to the issue to get quick estimates of collection and advising the issuer about closure of the issue, based on the correct figures. (g) The post-issue activities will involve essential follow-up steps, which must include finalisation of basis of allotment / weeding out of multiple applications, listing of instruments and despatch of certificates and refunds, with the various agencies connected with the work such as registrars to the issue, bankers to the issue, 1 (Self Certified Syndicate Banks) and the bank handling refund business. (h) Even if many of these post-issue activities would be handled by other intermediaries, the designated Lead Merchant Banker shall be responsible for ensuring that these agencies fulfil their functions and enable him to discharge this responsibility through suitable agreements with the issuer company. (i) Ordinarily, one Lead Merchant Banker shall be responsible for post issue activities. ******** 1 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.