SCHEDULE - 03 - FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENT - SEBI (Disclosure and Investor Protection Guidelines) 2000

1 (SCHEDULE III) (Clause 5.3.3.1) FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENT To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sirs, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the under noted Lead Merchant Banker (s) to the above mentioned forthcoming issue state as follows: 1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators etc. and other materials more particularly referred to in the Annexure hereto in connection with the finalisation of the draft prospectus/letter of offer pertaining to the said issue; 2. On the basis of such examination and the discussions with the company, its directors and other officers, other agencies, independent verification of the statements concerning the objects of the issue, projected profitability, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the company, WE CONFIRM that: (a) the draft prospectus/letter of offer forwarded to the Board is in conformity with the documents, materials and papers relevant to the issue; (b) all the legal requirements connected with the said issue as also the guidelines, instructions, etc. issued by the Board, the Government and any other competent authority in this behalf have been duly complied with; and (c) the disclosures made in the draft prospectus / letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue 2 (and such disclosures are in accordance with the requirements of the Companies Act, 1956, the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and other applicable legal requirements). 3. We confirm that besides ourselves, all the intermediaries named in the prospectus/letter of offer are registered with the Board and that till date such registration is valid. 4. We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments. 5. We certify that written consent from shareholders has been obtained for inclusion of their securities as part of promoters contribution subject to lock-in and the securities proposed to form part of promoters contribution subject to lock-in, will not be disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft prospectus. 3 (6. We certify that clause 4.6 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, which relates to securities ineligible for computation of promoters contribution, has been duly complied with and appropriate disclosures as to compliance with the clause have been made in the draft prospectus/letter of offer. 7. We undertake that clauses 4.9.1, 4.9.2, 4.9.3 and 4.9.4 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 shall be complied with. We confirm that arrangements have been made to ensure that promoters contribution and subscription from all firm allottees would be received at least one day before the opening of the issue .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 promoters contribution 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 issue. 8. Where the requirements of promoters contribution is not applicable to the issuer, we certify the requirements of promoters contribution under clause 4.10 {sub-clause (a), (b) or (c), as may be applicable} are not applicable to the issuer. 9. We certify that the proposed activities of the issuer for which the funds are being raised in the present issue fall within the main objects listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association. 10. We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account as per the provisions of Section 73(3) of the Companies Act, 1956 and that such moneys shall be released by the said bank only after permission is obtained from all the stock exchanges mentioned in the prospectus/letter of offer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition. 11. We certify that no payment in the nature of discount, commission, allowance or otherwise shall be made by the issuer or the promoters, directly or indirectly, to any person who receives securities by way of firm allotment in the issue. 12. We certify that a disclosure has been made in the prospectus that the investors shall be given an option to get the shares in demat or physical mode. 13. We certify that the following disclosures have been made in the draft prospectus/letter of offer: (a) An undertaking from the issuer that at any given time there shall be only one denomination for the shares of the company and (b) An undertaking from the issuer that it shall comply with such disclosure and accounting norms specified by the Board from time to time.) PLACE: DATE: LEAD MERCHANT BANKER(S) TO THE ISSUE WITH HIS/ THEIR SEAL (S) ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR THE ISSUE OF _______________________ BY ______________________________LIMITED 1. Memorandum and Articles of Association of the Company. 2. Letter of Intent/SIA Registration/Foreign Collaboration Approval/Approval for import of plant and machinery, if applicable. 3. Necessary clearance from governmental, statutory, municipal authorities etc. for implementation of the project, wherever applicable. 4. Documents in support of the track record and experience of the promoters and their professional competence. 5. Listing agreement of the Company for existing securities on the Stock Exchanges. 6. Consent letters from Company s auditors, Bankers to issue, Bankers to the Company, Lead Merchant Bankers, Brokers and where applicable, Proposed Trustees. 7. Applications made by the company to the financial institutions/banks for financial assistance as per object of the Issue and copies of relative sanction letters. 8. Underwriting letters from the proposed underwriters to the issue. 9. Audited Balance Sheets of the Company/Promoter companies for relevant periods. 10. Auditors certificate regarding tax-benefits available to the Company, Shareholders and Debenture holders. 11. Certificate from Architects or any other competent authority on project implementation schedule furnished by the company, if applicable. 12. Reports from Government agencies / expert agencies / consultants / company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc. 13. Documents in support of the infrastructural facilities, raw material availability, etc. 14. Auditors Report indicating summary of audited accounts for the period including that of subsidiaries of the company. 15. Stock Exchange quotations of the last 3 years duly certified by designated stock exchange in case of an existing company. 16. Applications to RBI and approval thereof for allotment of shares to nonresidents, if any, as also for collaboration terms and conditions. 17. Minutes of Board and General Body meetings of the company for matters which are in the prospectus. 18. Declaration in Form 32 from Directors (for particulars of Directorship) or the Company Secretary s certificate in this regard. 19. Revaluation certificate of company s assets given by Government Valuer or any other approved Valuer. 20. Environmental clearance as given by Pollution Control Board of the State Government or the Central Government as applicable. 21. Certificate from company s solicitors in regard to compliance of legal provisions of the Prospectus as also applicability of FERA/MRTP provisions to the company. 22. Other documents, reports etc. as are relevant / necessary for true, fair and adequate disclosures in the draft prospectus / letter of offer (to give details). 23. 4 (Deleted) 5 (24. A detailed checklist indicating compliance with each of the clauses contained in Chapters II, III, IV, V, VI, VI-A, VII, VIII, VIII-A, IX, X, XI, XI A, XII-A and XVI of the SEBI (Disclosure and Investor Protection) Guidelines, 2000.) PLACE: DATE: LEAD MERCHANT BANKER (S) TO THE ISSUE WITH HIS / THEIR SEAL (S) ******** 1 Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: SCHEDULE III (Clause 5.3.3.1) FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENT To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sirs, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the under noted Lead Merchant Banker (s) to the above mentioned forthcoming issue state as follows: 1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators etc. and other materials more particularly referred to in the Annexure hereto in connection with the finalisation of the draft prospectus/letter of offer pertaining to the said issue; (2) On the basis of such examination and the discussions with the company, its directors and other officers, other agencies, independent verification of the statements concerning the objects of the issue, projected profitability, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the company, WE CONFIRM that: (a) the draft prospectus/letter of offer forwarded to the Board is in conformity with the documents, materials and papers relevant to the issue; (b) all the legal requirements connected with the said issue as also the guidelines, instructions, etc. issued by the Board, the Government and any other competent authority in this behalf have been duly complied with; and (c) the disclosures made in the draft prospectus / letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. (3) We confirm that besides ourselves, all the intermediaries named in the prospectus/letter of offer are registered with the Board and that till date such registration is valid. (4) We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments. (5) We certify that written consent from shareholders has been obtained for inclusion of their securities as part of promoters contribution subject to lock-in and the securities proposed to form part of promoters contribution subject to lock-in, will not be disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft prospectus. PLACE: DATE: LEAD MERCHANT BANKER(S) TO THE ISSUE WITH HIS/ THEIR SEAL (S) ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR THE ISSUE OF _______________________ BY ______________________________LIMITED 1. Memorandum and Articles of Association of the Company. 2. Letter of Intent/SIA Registration/Foreign Collaboration Approval/Approval for import of plant and machinery, if applicable. 3. Necessary clearance from governmental, statutory, municipal authorities etc. for implementation of the project, wherever applicable. 4. Documents in support of the track record and experience of the promoters and their professional competence. 5. Listing agreement of the Company for existing securities on the Stock Exchanges. 6. Consent letters from Company s auditors, Bankers to issue, Bankers to the Company, Lead Merchant Bankers, Brokers and where applicable, Proposed Trustees. 7. Applications made by the company to the financial institutions/banks for financial assistance as per object of the Issue and copies of relative sanction letters. 8. Underwriting letters from the proposed underwriters to the issue. 9. Audited Balance Sheets of the Company/Promoter companies for relevant periods. 10. Auditors certificate regarding tax-benefits available to the Company, Shareholders and Debenture holders. 11. Certificate from Architects or any other competent authority on project implementation schedule furnished by the company, if applicable. 12. Reports from Government agencies / expert agencies / consultants / company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc. 13. Documents in support of the infrastructural facilities, raw material availability, etc. 14. Auditors Report indicating summary of audited accounts for the period including that of subsidiaries of the company. 15. Stock Exchange quotations of the last 3 years duly certified by regional stock exchange in case of an existing company. 16. Applications to RBI and approval thereof for allotment of shares to non-residents, if any, as also for collaboration terms and conditions. 17. Minutes of Board and General Body meetings of the company for matters which are in the prospectus. 18. Declaration in Form 32 from Directors (for particulars of Directorship) or the Company Secretary s certificate in this regard. 19. Revaluation certificate of company s assets given by Government Valuer or any other approved Valuer. 20. Environmental clearance as given by Pollution Control Board of the State Government or the Central Government as applicable. 21. Certificate from company s solicitors in regard to compliance of legal provisions of the Prospectus as also applicability of FERA/MRTP provisions to the company. 22. Other documents, reports etc. as are relevant / necessary for true, fair and adequate disclosures in the draft prospectus / letter of offer (to give details). 23. True copy of the Board resolution passed by the issuer authorising a representative of the Registrar to act on its behalf in relation to handling of stockinvests. PLACE: DATE: LEAD MERCHANT BANKER (S) TO THE ISSUE WITH HIS / THEIR SEAL (S) 2 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 3 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 4 Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: True copy of the Board resolution passed by the issuer authorising a representative of the Registrar to act on its behalf in relation to handling of stockinvests . 5 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.