SCHEDULE - 07A - ORDER OF PRESENTATION OF DISCLOSURES IN PROSPECTUS - SEBI (Disclosure and Investor Protection Guidelines) 2000

1 (SCHEDULE VIIA) (Clause 6.1.1) ORDER OF PRESENTATION OF DISCLOSURES IN PROSPECTUS SR. NO. CONTENTS OF OFFER DOCUMENT I. Cover Pages 1. Front Cover Pages: (i) Issue Details: (a) Logo, name, previous name, if any, address, telephone number, fax number, contact person, website address and e-mail address of the issuer company. (b) Nature, number, price and amount of instruments offered and issue size, as may be applicable. (c) Risks in relation to first issue. (d) General risk regarding investments in equity. (e) Issuer s Absolute Responsibility clause. (f) Logo, names and addresses of all the Lead Merchant Bankers with their titles who file the prospectus with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses. (g) Logo, names of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address. (h) Issue Schedule. (i) Credit Rating, if applicable. 2 ((i-a) IPO Grading.) (j) Names of the Stock Exchanges where listing is proposed along with details of in-principle approval. 2. Back Cover Pages. II. Table of Contents To include all the main heads. III. Definitions and Abbreviations 1. Conventional/ General terms. 2. Offering-related Terms. 3. Company/ Industry-related Terms. 4. Abbreviations. IV. Risk Factors 1. Forward-looking Statements and Market Data, if any (to be disclosed on voluntary basis). 2. Risk Factors: (i) Risks envisaged by Management. (ii) Proposals, if any, to address the risks. (iii) Notes to the risk factors. V. Introduction 1. Summary: (i) Summary of the industry and business of the issuer company. (ii) Offering details in brief. (iii) Summary Consolidated Financial, Operating and Other Data. 2. General Information: (i) Name, address of registered office and the registration number of the issuer company, along with the address of the Registrar of Companies where the issuer company is registered. (ii) Board of Directors of the issuer company. (iii) Brief details of the Chairman, Managing Director, Whole Time Director, etc. (iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary, Legal Advisor and Bankers to the Company. (v) Name, address, telephone number, fax number and e-mail address of the Compliance Officer. (vi) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the Merchant Bankers, Co-Managers, Registrars to the Issue, Bankers to the Issue, Brokers to the Issue, Syndicate members, 3 (Self Certified Syndicate Banks) etc. (vii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the auditors of the issuer company. (viii) Statement of interse allocation of responsibilities among Lead Managers. (ix) Credit Rating (in case of debenture issue). 4 ((ix-a) IPO Grading.) (x) Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed (in case of debenture issue). (xi) Name of the monitoring agency, if applicable. (xii) Where the project is being appraised, name, address, telephone number and e-mail address of the appraising entity. (xiii) Book Building Process in brief. (xiv) Details of Underwriting, if any. 3. Capital Structure: (i) Capital structure. (ii) Classes of shares, if applicable. (iii) Notes to capital structure. 4. Objects of the Offering: (i) Funds Requirement. (ii) Funding Plan (Means of Finance). (iii) Appraisal. (iv) Schedule of Implementation. (v) Funds Deployed. (vi) Sources of Financing of Funds already deployed. (vii) Details of Balance Fund Requirement. (viii) Interim Use of Funds. (ix) Basic Terms of Issue. (x) Basis for issue price. (xi) Tax Benefits. VI. About the Issuer Company 1. Industry overview. 2. Business overview. (i) Details of the business of the issuer company: (a) Location of the project. (b) Plant, machinery, technology, process, etc. (c) Collaborations, any performance guarantee or assistance in marketing by the collaborators. (d) Infrastructure facilities for raw materials and utilities like water, electricity, etc. (e) Products/ services of the company. (ii) Business strategy: (a) Brief statement about business strategy. (b) Brief statement about future prospects, including capacity capacity utilization and projections. (iii) Competitive strengths (to be disclosed on a voluntary basis). (iv) Insurance (to be disclosed on a voluntary basis). (v) Property. (vi) Purchase of property. 3. Key Industry-Regulation (if applicable). 4. History and Corporate Structure of the issuer company: (i) History and Major Events. (ii) Main objects. (iii) Subsidiaries of the issuer company, if any and their businesses. (iv) Shareholders agreements. (v) Other agreements. (vi) Strategic partners. (vii) Financial partners. 5. Management: (i) Board of Directors. (ii) Compensation of Managing Directors/ Whole time Directors. (iii) Compliance with Corporate Governance requirements. (iv) Shareholding of Directors, including details of qualification shares held by them. (v) Interest of the Directors. (vi) Change, if any, in the directors in last three years and reasons thereof, wherever applicable. (vii) Management Organisation Structure. (viii) Details regarding Key Management Personnel. (ix) Employees. (x) Disclosures regarding employees stock option scheme/ employees stock purchase scheme of the issuer company, if any, as required by the Guidelines or Regulations of the Board relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme. (xi) Payment or Benefit to Officers of the Company (non-salary related). 6. Promoters/ Principal Shareholders: (i) Details about promoters who are individuals. (ii) Details about promoters which are companies. (iii) Common pursuits. (iv) Interest of promoters. (v) Payment or benefit to promoters of the issuer company. (vi) Related party transactions as per the Financial Statements. 7. Exchange rates (to be disclosed on voluntary basis). 8. Currency of presentation. 9. Dividend policy. VII. Financial Statements 1. Selected Consolidated Financial and Operating data. 2. Financial information of the issuer company. 3. Financial information of group companies. 4. Changes in Accounting Policies in the last three years. 5. Management s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements: (i) Overview of the business of the issuer company. (ii) Significant developments subsequent to the last financial year. (iii) Factors that may affect Results of the Operations. (iv) Discussion on Results of Operations. (v) Comparison of recent financial year with the previous financial years (last three years) on the major heads of the Profit Los Statement. (vi) Liquidity and Capital Resources (to be disclosed on voluntary basis). (vii) Capital Expenditure (to be disclosed on voluntary basis). (viii) Foreign Exchange Risk (to be disclosed on voluntary basis). (ix) Interest rate Risk (to be disclosed on voluntary basis). (x) Recent accounting pronouncements (to be disclosed on voluntary basis). VIII. Legal Other Information 1. Outstanding litigations and Material Developments (i) Outstanding litigations involving the issuer company. (ii) Outstanding litigations against the issuer company s subsidiaries (if applicable). (iii) Outstanding litigations involving the promoter and group companies. (iv) Material developments since the last balance sheet date. 2. Government approvals/ Licensing Arrangements: (i) Investment approvals (FIPB/ RBI, etc.). (ii) All government and other approvals. (iii) Technical approvals. (iv) Letter of intent/ industrial license and declaration of the Central Government/ RBI about non-responsibility for financial soundness or correctness of statements. IX. Other Regulatory and Statutory Disclosures 1. Authority for the issue and details of the resolution passed for the issue. 2. Prohibition by SEBI. 3. Eligibility of the Issuer Company to enter the Capital market. 4. Disclaimer clause. 5. Caution. 6. Disclaimer in respect of jurisdiction. 7. Disclaimer clause of the stock Exchanges. 8. Disclaimer clause of the Reserve Bank of India (if applicable). 9. Filing of prospectus with the Board and the Registrar of Companies. 10. Listing. 11. Impersonation. 12. Consents. 13. Expert opinion obtained, if any. 14. Expenses of the issue. 15. Details of fees payable. 16. Underwriting commission, brokerage and selling commission. 17. Previous rights and public issues if any (during the last five years). 18. Previous issues of shares otherwise than for cash. 19. Commission and brokerage on previous issues. 20. Particulars in regard to the issuer company and other listed companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital issue during the last three years. 21. Promise vis- -vis performance. 22. Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the issuer company outstanding as on the date of prospectus and terms of issue. 23. Stock market data for equity Shares of the issuer company, if listed. 24. Mechanism evolved for redressal of investor grievances. 25. Change, if any, in the auditors during the last three years, and reasons, thereof. 26. Capitalisation of reserves or profits (during last five years). 27. Revaluation of assets, if any (during last five years). X. Offering Information 1. Terms of the issue: (i) Ranking of equity shares. 5 ((ia) Details of Applications Supported by Blocked Amount Process) (ii) Mode of payment of dividend. (iii) Face value and issue price/ floor price/ price band. (iv) Rights of the equity shareholder. (v) Market lot. (vi) Nomination facility to investor. (vii) Minimum subscription. (viii) Arrangements for Disposal of Odd Lots. (ix) Restrictions, if any, on transfer and transmission of shares/ debentures and on their consolidation/ splitting. 2. Issue procedure: (i) Fixed price issue or book building procedure as may be applicable, including details regarding bid form / application form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc. (ii) Option to subscribe in the issue. (iii) How to apply - availability of forms, prospectus and mode of payment. (iv) Escrow mechanism: (a) Escrow A/c. of the company. (b) Escrow A/c. of the syndicate member. (v) Terms of payment and payment into the Escrow Collection Account. (vi) Electronic registration of bids. (vii) Build up of the book and revision of bids. (viii) Price discovery and allocation. (ix) Signing of underwriting agreement. (x) Filing of prospectus with the Registrar of Companies. (xi) Announcement of pre-issue Advertisement. (xii) Issuance of Confirmation of Allocation note ( CAN ) and Allotment in the Issue. (xiii) Designated date. (xiv) General instructions: (a) Do s. (b) Don ts. (c) Instructions for completing the Bid form. (d) Bidders bank details. (e) Bids by NRIs or FIIs on a repatriation basis. (xv) Payment instructions: (a) Payment into escrow account of the Issuer Company. (b) Payment into escrow account of the Syndicate member. 6 ((c) Payment instructions for Applications Supported by Blocked Amount) (xvi) Submission of bid form. (xvii) Other instructions: (a) Joint bids in the case of individuals. (b) Multiple bids. (c) 7 (Permanent Account Number) (d) 8 Rejection of Bids (e) Equity shares in demat form with NSDL or CDSL. (f) Investor s attention invited to contact the compliance officer in case of any pre-issue/ post-issue related problems. (xviii) Disposal of application and Application moneys. (xix) Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications. (xx) Interest on refund of excess bid amount. (xxi) Basis of allotment or allocation. (xxii) Procedure and time of schedule for allotment and issue of certificates. (xxiii) Method of proportionate allotment. (xxiv) Letters of allotment or refund orders. (xxv) Despatch of refund orders. (xxvi) Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues. (xxvii) Undertaking by the company. (xxviii) Utilisation of Issue Proceeds. (xxix) Restrictions on foreign ownership of Indian securities, if any. (a) Investment by NRIs . (b) Investment by FIIs. XI. Description of Equity Shares and Terms of the Articles of Association 1. Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares. 2. Main provisions of the Articles of Association. XII. Other Information 1. List of material contracts and documents for inspection. 2. Declaration. ******* 1 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. 2 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007. 3 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 4 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007. 5 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 6 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 7 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words Pan or GIR Number . 8 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: Company s right to reject bids