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Agreement to Underwrite Debenture Stock This Agreement made on the ……………..day of……………….BETWEEN XYZ Ltd. (hereinafter called the company) of the one part and AB, etc (hereinafter called the underwriter) of the other part. Whereas the company is about to offer for public subscription …………….4 p.c. mortgage debenture stock which to be constituted and secured by a trust deed framed in accordance with the terms of the draft which has already been prepared, and for the purpose of identification subscribed by D., a solicitor of the Supreme Court. and Whereas the company is desirous of insuring the said debenture stock. Now Therefore it is hereby Agreed as follows : 1.     The company is to offer for public subscription the said……….debenture stock. 2.     Such offer is to be made by a prospectus framed in accordance with the terms of the draft prospectus annexed hereto, but with full power for the company, prior to the publication of such prospectus, to modify the same in such manner as the company shall think fit, provided that such modification shall be approved by the said D. 3.     The underwriter shall take up and pay for at par the whole of the debenture stock aforesaid which shall not have been taken up and allotted to other persons within ….. days after the first publication of the said prospectus and in consideration of the obligation so imposed on him he shall be entitled to ….. or to ….. p.c. of the premises on the said ….. stock which shall be received by the company upon the issue of that portion which shall be subscribed for and allotted to persons other than the said underwriter. 4.     The underwriter shall pay up the full nominal value of the debenture stock taken up by him as aforesaid by the instalments and at the times specified in the prospectus aforesaid, less, however, the amount of the premium according to the terms of prospectus as issued payable in respect thereof. 5.     It shall rest with the underwriter to fix the premium on which the said debenture stock shall be offered for subscription by the said prospectus, and if he shall not within ….. (time) after notice in writing from the company requiring him to specify the same comply with such request, then it shall rest with the company to fix the premium. 6.     Any notice the underwriter may be given by sending the same through the post addressed to him at his above mentioned address, and a notice so sent shall be deemed to be served at the expiration of twelve hours after it is posted. in Witness Whereof, etc.,     * General.-In business transactions brokers are appointed for various purposes and the expenditure on payment of brokerage is deductible as revenue expenditure under the income-tax Act. [CIT v. Hoechst Pharmaceuticals Ltd., (1978 113 ITR 877 (Bom)] Letter of Consent for Acting as Brokers DATE……………. Ref. No. To The Board of Directors, ABC Co. Ltd., ………………………….. Dear Sirs, Re: Your public issue of 10% Secured Non-convertible Redeemable Bonds for the aggregate value of Rs. 200 crores. We, the undersigned, hereby testify and consent to act as Brokers to the aforesaid issue and to our name being inserted as Brokers to the Issue in the Prospectus which the Company intends so issue in respect thereof and we authorise : the said Company to deliver this letter of consent to the Registrar of Companies Act, 1956. We are agreeable to accept brokerage at 1.5% on the nominal value on allotment of Bonds made in respect of application bearing our stamps as Brokers and we confirm that a copy of this letter may be delivered to the Registrar of Companies pursuant to the provisions of section 76 (1) (v) of the Companies Act, 1956. Yours faithfully, Signature Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

DRAFT FORMAT OF RESOLUTION TO BE PASSED BY THE BOARD OF THE BORROWING SCHEDULED BANK FOR EXECUTION OF AGREEMENT (applicable to banks which have not taken refinance earlier) Resolved; That the ........................... (name of bank) do borrow from the National Housing Bank (hereinafter referred to as "the Housing Bank") under its refinance scheme applicable to Scheduled Banks by way of refinance for the purpose of promoting housing in the country on the terms and conditions set out in the draft Memorandum of Agreement forwarded by the Housing Bank with its letter No. ................... dated .................., a copy whereof duly authenticaed by the Chairman has been circulated to the Members of the Board. That the draft Memorandum of Agreement forwarded by the Housing Bank with its letter no. .............. dated .............. be and is hereby approved and Shri..................................... and Shri ...................... (name and designation) be and is hereby authorised to execute the Memorandum of Agreement under their signature duly witnessed. That Shri .............................., director / official and Shri ......................... director / official be and are hereby authorised severally to borrow an amount up to Rs.............. with or without security from the Housing Bank by way of refinance for the aforesaid purposes from time to time upon the terms and conditions set out in the said Memorandum of Agreement with such modifications as might have been agreed to on behalf of the Bank and accept and convey acceptance on behalf of the Bank to the Housing Bank to the letters of sanction that may be issued by the Housing Bank from time to time in connection with the said borrowings. That the following officials of the Bank ........................................ ........................................ ........................................ be and are hereby authorised severally to execute on behalf of the Bank and in favour of the Housing Bank such other deeds and documents, promissory notes, declarations and other writings whatsoever as the Housing Bank may require from time to time in connection with the aforesaid borrowings by way of refinance and generally to do or cause to be done such other acts, deeds and things as may be required by the Housing Bank in connection with the said borrowings. Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Download Word Document In English. (Rs.40/-) SHAREHOLDERS AGREEMENT BETWEEN ____________________ AND RE: Shares of ----------------------Pvt. Ltd. THIS AGREEMENT made the ____ day of ______, 2003 BETWEEN MR_B residing at _____________________ (hereinafter referred to as "A") (which expression shall, unless repugnant to the context or meaning hereof, mean and include his heirs, executors, administrators and assigns) of the First Part. And MR. B residing at __________________________(hereinafter referred to as "B") (which expression shall, unless repugnant to the context or meaning hereof, mean and include his heirs executors, administrators and assigns) of the Second Part. And ________________________ (P) LTD., a Company incorporated under the Companies Act, 1956 and having its registered office at _____________________ herein represented by its ___________ (hereinafter referred to as "XYZ") which expression shall, unless repugnant to the context or meaning hereof, include its successors and assigns) of the Third Part; WHEREAS: A.    A and B hereto have agreed to jointly manage a company in India named "XYZ Pvt Ltd "; B.    A and B have agreed to become Equity Partners by investing in the shares of the Company subject to the condition that they shall enter into a Shareholders Agreement in terms of these presents; C.    The Company "XYZ PVT. LTD. " has been requested to, and has agreed to, join in the execution of these presents and to take this Agreement on record so that it is aware of the rights and obligations of A AND B, the parties hereto and ensure that they comply with the same; D.    The parties hereto are desirous of recording the terms and conditions of their Agreement in writing; NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:- 1.       a.     A and B shall jointly invest in the Company which is an existing company limited by shares under the Companies Act, 1956 and known as "XYZ PVT LTD". b.    The registered office of the Company shall be situate at ________________, or at such other places as may be mutually agreed upon between the parties in writing. c.     The Company shall carry on the business of running and managing restaurants and (Description of the business and complete address), either by itself or through other agencies or company industries and may carry on any other business as may be decided by B hereto and shall ensure that no other business activity is undertaken by the Company at any time without the consent of A hereto. 2.     The authorised share capital of the Company is Rs.________/- (Rupees ___________________ only) consisting of ______________ (________) equity shares of Rs.10/- (Rupees ten) each. 3.     The subscription by A hereto to the aforesaid authorised share capital of the Company shall be 1,00,000 (One lakh) equity shares of Rs.10/- (Rupees ten only) and the subscription by B to the aforesaid authorised share capital of the Company shall be 1,00,000 (One lakh) equity shares of Rs.10/-(Rupees ten only). 4.     There shall be no further issue of capital without the consent of both the parties hereto, and unless otherwise agreed upon in writing further investment shall be as mutually decided by both parties. 5.       a.     The Board of Directors of the Company shall consist of A and B b.    A shall have the right to nominate two (2) Additional Directors onto the Board and B shall have the right to nominate three or more Additional Directors on the Board. Both parties shall be entitled at any time to remove any of the representatives on the Board by written notice to the other party and to appoint another or other/s in their place. c.     The day to day management of the Company shall be looked after by a Managing Director to be appointed with the consent of B hereto. Any major acquisition of property, substantial expansion of business activities or diversification or matters of policy shall be with the prior consent of B. d.    It is agreed as between the parties hereto that the position of Chairperson of the Company shall be held by B or a nominee of B. The Chairman of the Board shall also be the Chairman of all general meetings of the Company. 6.     A and B hereto jointly and severally shall vote and act as members of the Company and with respect to the shares of the Company held by them, so as to ensure that Directors of the Company are at all times appointed and maintained in office in conformity with the provisions of this Agreement. If at any time the provisions of this Agreement are not fully complied with, A and B jointly and severally agree to promptly take all necessary steps to ensure that the provisions of this Agreement hereof are fully implemented in letter and spirit. 7.       a.     The Auditors of the Company shall be M/s.______________________. b.    The Auditors of the Company shall not be changed without the prior written consent of both A and B. 8.     Any sale or transfer of shares in the Company by either party shall be as provided in Clause 9. If at any time during the continuance of this Agreement either A or B, desire to sell or transfer all or any of their respective shares held by them in the Company, they shall do so strictly in accordance with the provisions hereinafter written. 9.     If either A or B desires at any time to sell the whole or part of their shares in the Company, he shall first offer such shares in writing to the other. If the other does not accept in writing the offer within 15 days of receipt of the offer, the first party shall then be at liberty within 30 days thereafter to sell the shares so offered to any other persons of its choice at the same price and on the same terms and conditions as contained in its written offer to the other party hereto in the first instance, failing which the procedure contained in this sub-clause will have to be repeated by a party desiring to sell his shares. 10.  B will bring in further working capital to run an F & B Unit(s) at (Address of registered office). __________ Bank had advanced loans of about Rs. 1,10,00,000/-(Rupees One Crore Ten Lakhs Only) to XYZ which loans have to be repaid by them. B will be bringing further moneys upto Rs. (Rupees Only) to repay the loan. The Balance Rs. ____/- has been secured with the collateral security provided B. XYZ have entered into a Management and Royalty Agreement with ------------- (P) Ltd., for the operation and management of the F & B unit(s) of XYZ and are entitled to receive their share of profit. A and B are equally entitled to this share of profit being equal share holders of XYZ. It is hereby agreed that A shall not be entitled to a percentage of the profit which shall not exceed Rs. ------/-(Rupees ________________ Only) per month from XYZ out of his share of profit subject to the terms contained herein and/or in any other document executed by him on behalf of XYZ. The balance money attributable to A shall be utilized to repay the loans and interest outstanding to ________ Bank, and the amount of Rs. ________ /- brought in by B and interest thereon, and towards the working capital brought in by B and interest thereon and any other loans of the XYZ. This arrangement will continue till the entire sums (liabilities) together with the interest thereon have been repaid. However B will be entitled to withdraw the profit attributable to his share. 11.  B will be entitled to interest at the rate of 12% per annum on the sums brought in by him or his Associates / concerns / businesses. 12.  A and B agree and undertake not to disclose or divulge directly or indirectly to any third party any trade or business secret or other secret or confidential information pertaining to the business, affairs or transactions of each other or of the Company or of their clients or customers, that may have been disclosed, imparted to or acquired by either of them from the other or from the Company. 13.  A and B jointly and severally undertake:- a.     that they shall ensure that they, their representatives, proxies and agents representing them at general meetings of the shareholders of the Company shall at all times exercise their votes in such manner so as to comply with, and to fully and effectually implement, the provisions of this Agreement. b.    That if any resolution is proposed contrary to the terms of this Agreement, the parties, their representatives, proxies and agents representing them shall vote against it. If for any reason such a resolution is passed, the parties will, if necessary, join together and convene an extraordinary, general meeting of the Company in pursuance of section 169 of the Companies Act, 1956 for implementing the terms of this Agreement. 14.  A and B shall jointly and severally procure and/or ensure that the Director or Directors of its choice on the board of the Company shall at all times fully and effectually implement and comply with (including by exercise of voting rights at meetings of the Board or resolutions by circulation and on resolutions passed at a meeting of any Companies of the Directors) the provisions of this Agreement. 15.  If either A or B shall commit a breach of any of the terms or provisions of this Agreement and shall fail to rectify such breach within Sixty (60) days from the receipt of written notice from the party complaining of the breach, then the latter shall be entitled, without prejudice to its other rights and remedies under this Agreement or at law, to terminate the Agreement recorded herein by written notice. 16.  No modification of alteration of this Agreement or any of its terms or provisions shall be valid or binding on A and/or B unless made in writing duly signed by both. 17.  This Agreement is personal to A and B and shall not be transferred or assigned in whole or in part by either party without the prior written consent of the other. 18.  If any dispute or difference shall at any time arise between A and B as to any terms, provisions or matters contained herein on as to their respective rights, claims, duties or liabilities hereunder or otherwise, howsoever in relation to or arising out of or concerning this Agreement, such dispute or difference shall be referred to the arbitration. The venue of such arbitration shall be in Bangalore unless otherwise agreed in writing. Such arbitration shall be held under and in accordance with the provisions of the Arbitration and Conciliation Act, 1996. 19.  This Agreement represents the entire agreement between the parties hereto on the subject matter hereof and cancels and supersedes all prior agreements, arrangements or understandings, if any, whether oral or in writing, between the parties hereto on the subject matter hereof. IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first hereinabove written. SIGNED AND DELIVERD by ) MR. A) in the presence of ) SIGNED AND DELIVERD by ) MR.B) in the presence of ) SIGNED AND DELIVERD ) for and on behalf of XYZ ) by its SHAREHOLDERS AND ) AUTHORISED DIRECTORS ) MR. A ) MR. B) in the presence of )

Download Word Document In English. (Rs.50/-) Download PDF Document In Marathi. (Rs.50/-) DRAFT MODEL ARTICLES OF ASSOCIATION FOR PUBLIC COMPANIES PART 1: DEFINITIONS AND INTERPRETATION 1.       Defined terms 1.     The special meanings given to certain words and phrases in the articles are set out in the index of defined terms. 2.     Where a word or phrase is defined in the index of defined terms, other grammatical forms of that word or phrase used in the articles shall have a meaning which corresponds to that definition. PART 2: DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES 2.       Directors’ general authority Subject to the Companies Acts and the articles, the directors: a.       shall manage the company’s business; and b.       may exercise all the powers of the company for any purpose connected with the company’s business. 3.       Members’ reserve power 1.     The members may, by special resolution, order the directors to act, or refrain from acting, in a particular way 2.     No such special resolution shall invalidate anything which the directors have already done. DELEGATION OF DIRECTORS’ POWERS AND RESPONSIBILITIES 4.     Directors may delegate 1.     Subject to the articles, the directors may delegate any of their powers and responsibilities: a.     to such persons; b.    by such means; c.     to such an extent; d.    in relation to such matters or territories; and e.     on such conditions or subject to such restrictions, as they think fit. DRAFT: JUNE 2006 2.     Unless the directors specify otherwise, any such delegation authorises further delegation of the directors’ powers and responsibilities by any person to whom they are delegated, whether expressly or by virtue of this paragraph. 3.     The directors must not delegate to any person who is not a director any decision connected with: a.     how the directors (or a committee of directors) take decisions; b.    a director’s appointment or the termination of a director’s appointment; or c.     the payment or declaration of a dividend. 4.     The directors may at any time withdraw or revoke any delegation in whole or part, or alter its terms. 5.     Committees of directors 1.     If the directors: a.     delegate powers or responsibilities to two or more persons, at least one of whom is a director; and b.    indicate that they should act together in respect of those powers or responsibilities, those persons are a “committee” for the purposes of the articles. 2.     The provisions of the articles about how the directors take decisions shall apply, as far as possible, to the taking of decisions by committees, but the directors may make rules of procedure which are binding on a committee. DECISION-MAKING BY DIRECTORS 6.     Directors to take decisions collectively 1.     This article applies to any matter in respect of which the directors have not delegated their powers and responsibilities to a single director. 2.     Subject to the articles, the directors must not act in relation to any such matter unless they have taken a decision about it: a.     at a directors’ meeting, or b.    in the form of a directors’ written resolution, in accordance with the articles. 7.     Calling directors’ meetings 1.     Any director may call a directors’ meeting. 2.     The company secretary shall call a directors’ meeting if a director so requests. 3.     A meeting is not called unless reasonable notice of it has been given, indicating its proposed date, time, place and subject matter. 4.     Notice must be given to all the directors, except those: DRAFT: JUNE 2006 a.     to whom it is not possible to give reasonable notice; or b.    who waive their entitlement to notice, prospectively or retrospectively. 5.     Notice of a directors’ meeting need not be given in writing. 6.     The reasonableness of any notice period shall be determined by reference to: a.     The urgency and importance of the meeting’s subject matter; and b.    Individual directors’ ability to receive notice of or participate in the meeting. 8.     Participation in directors’ meetings 1.     Subject to the articles, directors participate in a directors’ meeting, or part of a director’s meeting, when: a.     the meeting has been called and takes place in accordance with the articles; b.    they are engaged, together, exclusively in the business of the meeting, or of that part of the meeting; c.     no other directors are engaged on that business separately from them; and d.    they can each communicate to the others any information or opinions they have on any particular item of that business. 2.     In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other. 9.     Quorum for directors’ meetings 1.     At a directors’ meeting, unless a quorum is participating, no proposal shall be voted on, except a proposal to call another meeting. 2.     The quorum for directors’ meetings may be fixed from time to time by: a.     a decision of the directors, or b.    an ordinary resolution, but it shall never be less than two, and unless otherwise fixed it shall be two. 3.     Subject to the articles, a director who is interested in an actual or proposed transaction or arrangement with the company shall not be counted as participating in any directors’ meeting, or part of a directors’ meeting, relating to that transaction or arrangement. 4.     A person who is an alternate director but not a director shall be counted as participating for the purposes of determining whether a quorum is participating, but only if that person’s appoint tor is not participating. No alternate shall be counted as more than one director for such purposes. 10.  Total number of directors less than quorum If the total number of directors for the time being is less than the quorum for directors’ meetings, then: a.     all the directors, or DRAFT: JUNE 2006 b.    as many of them as are not incapable of doing so by reason of illness or accident, may agree in writing either to appoint sufficient new directors to make up a quorum or to call a general meeting of the company to vote on a resolution that will appoint further directors or alter the quorum. 11.  Chairing of directors’ meetings 1.     The directors shall appoint a director to chair their meetings. 2.     The person so appointed for the time being shall be known as the chairman. 3.     The directors may terminate the chairman’s appointment at any time. 4.     If the chairman is not participating in a meeting within ten minutes of the time at which it is to start, the participating directors shall appoint one of themselves to chair it. 12.  Voting at directors’ meetings: general rules 1.     A decision is taken at a directors’ meeting when a majority of the participating directors vote in favour of a proposal. 2.     Subject to the articles: a.     each director participating in such a decision shall have one vote; but b.    if a director has an interest in an actual or proposed transaction or arrangement with the company, that director and that director’s alternate may not vote on any proposal relating to it. 13.  Chairman’s casting vote at directors’ meetings If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting shall have a casting vote. 14.  Alternates voting at directors’ meetings Directors who are also alternate directors each have an additional vote on behalf of each of their appointers when their appointers are: a.     not participating, and b.    would have been entitled to vote if they were participating. 15.  Conflict of interests: relaxation of restrictions 1.     In any of the circumstances specified for the purposes of this article, a director who is interested in an actual or proposed transaction or arrangement with the company: a.     shall be counted as participating in a decision at a directors’ meeting, or part of a directors’ meeting, relating to it; and b.    is entitled to vote on a proposal relating to it. 2.     The circumstances specified for the purposes of this article are when: DRAFT: JUNE 2006 3.     the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in, or voting at, a directors’ meeting; 4.     the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or 5.     the director’s conflict of interest arises from a permitted cause. 3.     For the purposes of this article, the following are permitted causes: a.     a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries; b.    subscription, or an agreement to subscribe, for shares or other securities of the company or its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and c.     a contract about benefits for employees and directors or former employees and directors of the company or its subsidiaries generally which does not provide special benefits for directors or former directors. 16.  Directors’ discretion to make further rules 1.     Subject to the articles, the directors may make any rule which they think fit about how they take decisions. 2.     The directors must ensure that any such rule is communicated to all persons who are directors while it remains in force. 17.  Directors’ written resolutions 1.     A directors’ written resolution is adopted when all the directors (or their alternates) sign a document setting out a decision. 2.     A directors’ written resolution is also adopted when: a.     fewer than all of the directors sign a document setting out a decision; b.    it is impracticable to have the document signed by those who have not signed it; and c.     the document records the names of the directors who have not signed it and the reasons why they have not signed it. 3.     The practicability of a director signing such a document shall be determined by reference to: a.     the urgency and importance of the decision to which it relates; and b.    the director’s ability to receive and sign the document and send it to the company by the time when it is necessary or expedient for the directors to take that decision. 4.     References to a document in this article include copies of that document. 5.     The directors are responsible for ensuring that the company keeps a written record of all directors’ written resolutions for at least ten years from the date of their adoption. DRAFT: JUNE 2006 APPOINTMENT OF DIRECTORS 18.      Minimum and maximum number of directors Subject to the Companies Acts, the company may by ordinary resolution decide that it is to have: a.     not more than, or b.    not less than, a specified number of directors. 19.  Methods of appointing directors Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director: a.     by ordinary resolution; or b.    by a decision of the directors.  20.  Appointments by directors to be confirmed by members 1.     Directors appointed by a decision of the directors must be confirmed in office by an ordinary resolution at the next annual general meeting following their appointment by the directors. 2.     Subject to the articles, the appointment of directors whose appointment is not so confirmed terminates at the end of that annual general meeting. 21.  Retirement of directors by rotation 1.     At the first annual general meeting all the directors shall retire from office. 2.     At every subsequent annual general meeting half of the directors (rounded up to the nearest whole number if there is an odd number of directors) shall retire from office and offer themselves for reappointment by the members. 3.     The directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment by a general meeting, but as between persons who were last appointed or reappointed on the same day those to retire shall be decided by lot. 4.     For the purposes of calculating which directors are required to retire by rotation, the following shall be disregarded: a.     any directors whose appointment is required to be confirmed because they were appointed by the directors; and b.    any directors who wish to retire and not be re-elected.  22.  Appointment of directors at general meetings 1.     A person is only eligible to be appointed a director by a general meeting if that person: a.     is a director retiring by rotation at that meeting under the articles; or DRAFT: JUNE 2006 b.    has been nominated for appointment as a director at that meeting by the directors or by a member qualified to vote at that meeting. 2.     Members wishing to nominate a person for appointment as a director must do so by giving notice in writing to the company not less than 14 or more than 35 days before the date of the meeting. 3.     The company must notify all those who are entitled to receive notice of the meeting of who is eligible to be appointed a director at any general meeting not less than seven or more than 28 days before the date of that meeting. 4.     Nominations or notices about the proposed appointment of a person as a director at a general meeting need not contain that person’s address, but must otherwise include the same information as an entry in the register of directors in respect of that person would contain if that person were appointed a director. 5.     Nominations of a person for appointment as a director at a general meeting must include a statement signed by the person nominated indicating that person’s willingness to be appointed a director. 6.     If, at the end of a general meeting, the company would otherwise have fewer than two directors, or such higher minimum number of directors as has been fixed in accordance with the articles, the persons who were directors at the start of the meeting shall be deemed to have been reappointed as directors, but they shall only act for the purposes of: a.     calling general meetings; and b.    performing such duties as are essential to maintain the company as a going concern. 23.  Termination of director’s appointment 1.     A person ceases to be a director as soon as: a.     that person ceases to be a director by virtue of any provision of the Companies Acts, or is prohibited by law from being a director; b.    that person becomes subject to a receiving order or compounds with that person’s creditors generally; c.     in the opinion of all the other directors, mental disorder makes that person incapable of discharging the duties of a director; d.    that person fails, without the directors’ permission, to participate in directors’ meetings for more than three months, and is not prevented from doing so by illness, accident, or some other cause which the directors consider sufficient; e.     a notification to the company that that person is resigning or retiring from office as director takes effect in accordance with its terms (but if a contract with the company specifies a longer notice period, that person’s appointment shall not terminate until expiry of the contractual notice period); f.     the directors decide to accept that person’s offer to resign from the office of director; g.    an ordinary resolution is passed removing that person from office; DRAFT: JUNE 2006 h.     a contract under which that person was appointed as a director of the company or undertakes personally to perform services for the company terminates, and the directors decide that that person should cease to be a director; or i.      the directors decide that that person should be removed from office, after having given that person a reasonable opportunity to be heard at a directors’ meeting called on at least fourteen days notice. 2.     The termination of a person’s appointment as a director under the articles: a.     terminates that person’s membership of any committee and any other employment which that person may have with the company; b.    is without prejudice to any claim which that person may have for breach of contract. 24 Directors’ terms of service 1.     Directors may undertake any services for the company that the directors decide (except audit). 2.     Directors may undertake such services either as part of, or in addition to, their work as directors. 3.     Subject to the Companies Acts: a.     directors shall be entitled to be remunerated for their services to the company as the directors determine; and b.    the directors may decide any other terms of any contract relating to the services which a director undertakes personally to perform for the company. 4.     Subject to the articles, a director’s remuneration may: a.     take any form; b.    be contingent on or otherwise calculated by reference to any aspect of the company’s performance, however measured; and c.     include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director. 5.     Directors’ remuneration which is determined by the directors must not include payments to or for the benefit of directors or former directors in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or any of its subsidiaries. 6.     Unless the directors decide otherwise, directors’ remuneration shall accrue from day to day. 7.     Unless the directors decide otherwise, directors shall not be accountable to the company for any remuneration which they receive as directors of the company’s subsidiaries. 25.  Directors’ expenses Subject to the Companies Acts, the company shall meet any reasonable expenses which the directors properly incur in connection with anything they do for the company. DRAFT: JUNE 2006 ALTERNATE DIRECTORS 26.  Appointment and removal of alternates 1.     An alternate director (or “alternate”) is a person appointed by a director (the alternate’s “appointer”) to: a.     exercise that director’s powers; and b.    carry out that director’s responsibilities, at directors’ meetings as requested by that director. 2.     Alternate directors must be: a.     directors, or b.    persons approved by the directors and willing to act as their appointers’ alternates. 3.     Any director may appoint an alternate by notice in writing to the company specifying the duration of the alternate’s appointment. 27.  Rights and responsibilities of alternate directors 1.     Except as the articles specify otherwise, alternate directors shall, in relation to directors’ meetings: a.     have the same rights, duties and liabilities under the articles as their appointers; b.    be subject to the same restrictions as their appointers; and c.     be deemed for all purposes to be directors. 2.     Alternate directors shall not be entitled to receive any remuneration from the company for their services as alternate directors except such part of their appointers’ remuneration as their appointers may direct in writing. 3.     Alternate directors are responsible for their own acts and omissions and shall not be deemed to be agents of or for their appointers. 28.  Termination of alternate directorship Alternate directors’ appointments as alternates terminate: a.     when their appointers revoke their appointments by notice to the company in writing specifying when their appointments are to terminate; b.    on the occurrence in relation to them of any event which, if it occurred in relation to their appointers, would result in the termination of their appointers’ appointments as directors; c.     when their appointers die; or d.    when their appointers appointments as directors terminate, except that alternate directors’ appointments as alternates do not terminate if their appointers retire by rotation at a general meeting at which they are re-appointed as directors.

DRAFT FORMAT OF RESOLUTION TO BE PASSED BY THE BOARD OF THE BORROWING SCHEDULED BANK (which has taken refinance earlier) 1.     Resolved that the _______________________________________________________*do borrow from the National Housing Bank [hereinafter referred to as "the Housing Bank"] by way of refinance or otherwise for the purpose of housing loans extended / to be extended by it, from time to time, a sum of Rs..................... 2.     RESOLVED FURTHER THAT the power to borrow from the Housing Bank for the aforesaid purpose be and is hereby delegated to the following officers severally, namely:                       I.        .___________________________________[Name & Designation]                      II.        .___________________________________[Name & Designation]                     III.        .___________________________________[Name & Designation] 3.     RESOLVED FURTHER THAT the aforesaid Officers be and are hereby authorised severally to convey acceptance of the terms and conditions of the said borrowings from NHB on behalf of the Bank and to execute in favour of the Housing Bank, promissory notes, agreements, declarations and such other documents including statements and returns as may be required by the Housing Bank in connection with the said borrowings and generally to do or cause to be done such other acts, deeds and things as may be required by the Housing Bank in connection with the said borrowings. * Name of the bank Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Download Word Document In English. (Rs.60/-) Download PDF Document In Marathi. (Rs.60/-) NSE LISTING AGREEMENT - PART III 51. EDIFAR FILING 1.     The company agrees that it shall file the following information, statements and reports on the Electronic Data Information Filing and Retrieval (EDIFAR) 1[web site maintained by National Informatics Center (NIC)]1, on-line, in such manner and format and within such time as may be specified by SEBI: Full version of annual report including the balance sheet, profit and loss account, director´s report and auditor´s report; cash flow statements; half yearly financial statements quarterly financial statements. Corporate governance report. Shareholding pattern statement. Statement of action taken against the company by any regulatory agency. Such other statement, information or report as may be specified by SEBI from time to time in this regard. Provided that the requirement of this clause shall be in addition to and not in derogation from the requirements of other clauses of this listing agreement, which may require filing of any statements, reports and information in the physical or other form with the exchange. 2.     The company agrees that it shall appoint a compliance officer who shall be responsible for filing the above information in the EDIFAR system. The compliance officer and the company shall ensure the correctness and authenticity of the information filed in the system and that it is in conformity with applicable laws and terms of the listing agreement. 3.     The company undertakes that while filing the information in the EDIFAR system, it shall make the following disclaimer clause: ''The information furnished above is certified by [company´s name] to be true, fair and accurate (except in respect of errors in or omissions from documents filed electronically that result solely from electronic transmission errors beyond our control and in respect of which we take corrective action as soon as it is reasonably practicable after becoming aware of the error or the omission). SEBI, the Stock Exchanges or the NIC do not take any responsibility for the accuracy, validity, consistency and integrity of the data entered and updated by it.´ The name of the compliance officer with his designation and the company´s name shall be displayed immediately below the disclaimer clause. Annexure 1 Information to be placed before board of directors 1.     Annual operating plans and budgets and any updates. 1.     Capital budgets and any updates. 2.     Quarterly results for the company and its operating divisions or business segments. 3.     Minutes of meetings of audit committee and other committees of the board. 4.     The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary. 5.     Show cause, demand, prosecution notices and penalty notices which are materially important. 6.     Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. 7.     Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company. 8.     Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company. 9.     Details of any joint venture or collaboration agreement. 10.  Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. 11.  Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. 12.  Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business. 13.  Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. 14.  Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc. Annexure 2 Suggested list of items to be included in the report on corporate governance in the annual report of companies 1.     A brief statement on company's philosophy on code of governance. 2.     Board of Directors: ∙         Composition and category of directors for example promoter, executive, non-executive, independent non-executive, nominee director, which institution represented as Lender or as equity investor. ∙         Attendance of each director at the BoD meetings and the last AGM. ∙         Number of other BoDs or Board Committees he/she is a member or Chairperson of. ∙         Number of BoD meetings held, dates on which held. 3.     Audit Committee. ∙         Brief description of terms of reference ∙         Composition, name of members and Chairperson ∙         Meetings and attendance during the year 4.     Remuneration Committee. ∙         Brief description of terms of reference ∙         Composition, name of members and Chairperson ∙         Attendance during the year ∙         Remuneration policy ∙         Details of remuneration to all the directors, as per format in main report. 5.     Shareholders Committee. ∙         Name of non-executive director heading the committee ∙         Name and designation of compliance officer ∙         Number of shareholders complaints received so far ∙         Number not solved to the satisfaction of shareholders ∙         Number of pending share transfers 6.     General Body meetings. ∙         Location and time, where last three AGMs held. ∙         Whether special resolutions ∙         Were put through postal ballot last year, details of voting pattern. ∙         Person who conducted the postal ballot exercise ∙         Are proposed to be conducted through postal ballot ∙         Procedure for postal ballot 7.     Disclosures. ∙         Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. ∙         Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. 8.     Means of communication. ∙         Half-yearly report sent to each household of shareholders. ∙         Quarterly results ∙         Which newspapers normally published in. ∙         Any website, where displayed ∙         Whether it also displays official news releases; and ∙         The presentations made to institutional investors or to the analysts. ∙         Whether MD&A is a part of annual report or not. 9.     General Shareholder information ∙         AGM: Date, time and venue ∙         Financial Calendar ∙         Date of Book closure ∙         Dividend Payment Date ∙         Listing on Stock Exchanges ∙         Stock Code ∙         Market Price Data: High., Low during each month in last financial year ∙         Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc. ∙         Registrar and Transfer Agents ∙         Share Transfer System ∙         Distribution of shareholding ∙         Dematerialisation of shares and liquidity ∙         Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity ∙         Plant Locations ∙         Address for correspondence Annexure - 3 Non-Mandatory Requirements a.     Chairman of the Board A non-executive Chairman should be entitled to maintain a Chairman's office at the company's expense and also allowed reimbursement of expenses incurred in performance of his duties. b.    Remuneration Committee               i.        The board should set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment.              ii.        To avoid conflicts of interest, the remuneration committee, which would determine the remuneration packages of the executive directors should comprise of at least three directors, all of whom should be non-executive directors, the chairman of committee being an independent director.             iii.        All the members of the remuneration committee should be present at the meeting.             iv.        The Chairman of the remuneration committee should be present at the Annual General Meeting, to answer the shareholder queries. However, it would be up to the Chairman to decide who should answer the queries. c.     Shareholder Rights The half-yearly declaration of financial performance including summary of the significant events in last six-months, should be sent to each household of shareholders. d.       Postal Ballot Currently, although the formality of holding the general meeting is gone through, in actual practice only a small fraction of the shareholders of that company do or can really participate therein. This virtually makes the concept of corporate democracy illusory. It is imperative that this situation which has lasted too long needs an early correction. In this context, for shareholders who are unable to attend the meetings, there should be a requirement which will enable them to vote by postal ballot for key decisions. Some of the critical matters which should be decided by postal ballot are given below: a.     Matters relating to alteration in the memorandum of association of the company like changes in name, objects, address of registered office etc; b.    Sale of whole or substantially the whole of the undertaking; c.     Sale of investments in the companies, where the shareholding or the voting rights of the company exceeds 25%; d.    Making a further issue of shares through preferential allotment or private placement basis; e.     Corporate restructuring; f.     Entering a new business area not germane to the existing business of the company; g.    Variation in rights attached to class of securities; h.     Matters relating to change in management PROVIDED ALWAYS AND THE ISSUER HEREBY IRREVOCABLY AGREES AND DECLARES THAT unless the NSE agrees otherwise the Issuer will not without the previous permission in writing of the Central Government/SEBI withdraw its adherence to this agreement for listing its securities. AND THE ISSUER HEREBY FURTHER AGREES AND DECLARES THAT any of its securities listed on the NSE shall remain on the list entirely at the pleasure of the NSE AND THAT nothing herein contained shall restrict or be deemed to restrict the right of the NSE to suspend or remove from the list the said securities at any time and for any reason which the NSE considers proper in its absolute discretion. If the Issuer fails to comply with the provisions of the listing agreement or relevant Acts or provisions prescribed by the Statutory and Regulatory Bodies, the NSE has the right to take suitable action as it deems fit including levy of fines/penalties, suspension of security for dealings and delistings. IN WITNESS WHEREOF the Issuer has caused these presents to be executed and its Common Seal to be hereunto affixed as of the day and year first above written. The common seal of.............................................................. ............................................................................................... was hereunto affixed pursuant to a resolution passed at a meeting Signature of the Board of Directors of the company held on...................day of ........................,........in the presence of .......... Signature ................................................................................................. (Name & Designation) As required in the Articles of Association of the Company Schedule I Issuer's listed Securities (for shares only) Kind of Security (Shares) Numbers Issued Nominal Value Per share Rs. Paid-up Value Per Share Rs. Total Nominal Value Rs. Total Paid-up Value Rs. Distinctive Numbers     Schedule II Issuer's listed Securities (for securities other than shares) Kind of Security Amount (Rs.) Unit (Rs.) Rate of Interest % Interest due Date Date of Redemption Distinctive Numbers     Schedule III LISTING FEES Sr. No. Particulars Amount (Rs.) Sr. No. Particulars Amount (Rs.) 1. Initial Listing Fees 7500 2. Annual Listing Fees a.     Companies with paid up Share and /or debenture capital of Rs. 1 Crore b.    Above Rs. 1 Crore and upto Rs.5 Crores c.     Above Rs. 5 Crore and upto Rs.10 Crores d.    Above Rs. 10 Crore and upto Rs.20 Crores e.     Above Rs. 20 Crore and upto Rs.50 Crores f.     Above Rs. 50 Crores   4200 8400 14000 28000 42000 70000 Companies which have a paid up capital of more than Rs. 50 crores will pay additional listing fees of Rs. 1400 for every increase of Rs. 5 crores or part thereof in the paid up share/debenture capital. In case of annual listing fee, they will be reduced by 50% for the companies which are non - regional for the exchange. Please draw your Cheques/Demand Drafts favouring National Stock Exchange of India Limited payable at Mumbai. Schedule IV   Format for Electronic Upload - Corporate Actions Fields Format Checks Symbol X (10) As allotted by the Exchange Series X (2) As allotted by the Exchange eg. EQ, N1, N2, P1, P2, etc. Book Closure / Record Date X (1) To indicate Book Closure (B) / Record Date (R) BC Start Date DD-MMM-YYYY   BC End Date DD-MMM-YYYY Record Date DD-MMM-YYYY Purpose X (25) The detailed purpose can be given by way of notes Corporate Action Type * As given below The different types of CA are given below. Corporate Action Type * As given below In case there are more than one type the 2nd row is used. Dividend (%) X (N)   Dividend Type Interim / Final Dividend for Financial Year From DD-MMM-YYYY Dividend for Financial Year To DD-MMM-YYYY Meetings (AGM) Date DD-MMM-YYYY Issue of Securities - Bonus X (N) X (N) Ratio of Bonus Issue, if the CA is for Bonus Issue of Securities - Rights EQ If the Rights issue is of Equity shares, the information is required to be entered Issue of Securities - Rights X (N) X(N) Ratio of Rights Issue, if the CA is for Rights Issue of Securities - Rights X (N) Issue Price including premium Interest (%) X (N)   Interest From Date DD-MMM-YYYY Interest To Date DD-MMM-YYYY Merger / Hive Off X (N) X(N) Ratio of Merger / Amalgamation Split / Sub Division X (N) X(N) Ratio of Split / Sub Division * Corporate Action Bonus Any of the following Corporation Action Types have to be selected   Composite Action   Consolidation Calls on Securities Conversion Dividend Interest Merger / Hive Off Meetings Others Preferential Offer Reduction in Capital Redemption Rights Split / Sub Division Schedule V   Format for Electronic Upload - Financial Results Fields Format Checks Symbol X (10) As allotted by the Exchange From Date DD-MMM-YYYY   To Date DD-MMM-YYYY   Result Type X (1) To indicate Audited, Unaudited or Project status Period Type X (2) To indicate whether the results are AN(Annual), Q1(1st Qtr), Q2 (2nd Qtr), Q3 (3rd Qtr), Q4 (4th Qtr), OT (Others), H1 (1st Half), H2 (2nd Half) Cumulative / Non Cumulative X (1) (C or N) To indicate whether the results are cumulative / non cumulative i.e. Q3 - N will be results for 3 months and not for 9 months 1. Net Sales / Income from Operations Rs. in lakhs   2. Other Income Rs. in lakhs   3. Total Expenditure Rs. in lakhs     a) Increase / decrease in stock in trade Rs. in lakhs     b) Consumption of raw materials Rs. in lakhs     c) Staff cost Rs. in lakhs     d) Other expenditure(Any other item exceeding 10% of the total expenditure to be shown separately) Rs. in lakhs   4. Interest Rs. in lakhs   5. Depreciation Rs. in lakhs   6. Profit (+)/ Loss(-) before tax (1+2-3-4-5) Rs. in lakhs   7. Provision for Taxation Rs. in lakhs   8. Net Profit (+)/ Loss (-) (6-7) Rs. in lakhs   9. Paid-up equity share capital Rs. in lakhs   10. Reserves excluding revaluation reserves (as per balance sheet) of previous accounting year to be given in column (5) Rs. in lakhs   11. Basic and diluted EPS for the period, for the year to date and for the previous year (not to be annualised) In Rupees   Note: Please adhere to the above format as the same will be directly uploaded Please provide the results on a quarterly basis (except the Annual) Eg. For the 3rd quarter give the results for the 3rd quarter only as against the entire 9 months.

FORMATION AGREEMENT TO CONVERT A PARTNERSHIP INTO A LIMITED COMPANY AGREEMENT is made at________on this_____ day of____________ between Mr. L s/o_______residing at ......... of the FIRST PART and Mr.M s/o_________residing at .......... of the SECOND PART and Mr. N s/o___________ residing at .......... Of the THIRD PART as follows: The Parties are carrying on business of dealing in electronic goods in partnership in terms of the deed of partnership ____________ entered by and between them in the name of M/s. LMN & Co. and the parties now propose to convert the said partnership into a public company limited by shares under the Companies Act 1956 on the following terms agreed upon between them. NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1.     The Parties agree that they will form and register a public company limited by shares with a view to carry on the business carried on by them in partnership as aforesaid. 2.     The name of the company will be ABC & Co. Ltd., subject to approval by the Registrar of Companies or such other name as will be approved by the parties hereto and by the said Registrar of Companies. 3.     The Memorandum of Association and Articles of Association will be got prepared by the lawyer to be appointed by the parties hereto and to be approved by the parties hereto. The main object of the proposed company will be to deal in electronic goods by way of manufacture, sale and purchase thereof or acting as the agents for sale of such goods for any other Company or concern. 4.     The nominal or authorized capital of the company will be Rs.__________ to be divided into equity shares of Rs.100/- each and________preference shares of Rs.100/- each. 5.     The valuation of the business of the said partnership together with its assets, stock-in-trade and goodwill including book debts but subject to liabilities will be obtained from the Chartered Accountants of the said partnership firm and the amount of such valuation will be taken as paid to the parties hereto by allotting equity shares and preference shares of the face value of such valuation as fully paid up to each of the parties hereto. The valuation of the assets and the goodwill of the said partnership business will be made and shown separately. The equity and preference shares in the capital of the company will be allotted to the parties hereto in the ratio or in proportion in which shares of the parties in the capital and property of the said partnership firm are held. 6.     The parties shall subscribe to the Memorandum and Articles of Association, one share each to be paid in cash and they will also secure additional at least four persons to subscribe to the Memorandum and Articles by agreeing to take one share each. 7.     Besides, the minimum subscription to shares required to commence business will also be contributed by the parties hereto in cash in the same proportion as aforesaid. 8.     The initial expenses required for registration of the company will be contributed by the parties in equal shares and the same will be reimbursed to them by the company after registration of the company. 9.     The parties hereto will be the first Directors of the Company and the Board of Director will be constituted after the registration of the company in terms of the Articles of Association. The total number of Directors shall not be more than five. 10.  On the registration of the company the parties agree to transfer the business of their said partnership together with all assets and liabilities and together with its goodwill and the benefit of subsisting contracts entered into by the partnership, by executing a Deed of Assignment of the business as a going concern in terms of the draft that will be prepared by the legal adviser of the parties. 11.  No invitation to the public to apply for allotment of shares of the issued capital to be fixed by the Director will be made until the shares to be allotted to the parties in cash as well as fully paid are allotted to the parties hereto and other subscribers to the Memorandum of Association. 12.  This agreement is provisional only and shall not be binding on the company until the date on which company is entitled to commence business under S. 149 of the Companies Act and on that date it shall become binding on the company formally adopting the same. In case that event shall not happen this agreement will be treated as canceled. 13.  On the registration of the company and the company becoming entitled to commence business, the Board of Director to be constituted as aforesaid will adopt this agreement so as to be binding on the company. A formal agreement will be entered into between the company and the parties for adopting and confirming this agreement. 14.  After the business of the said partnership is assigned to the company as aforesaid, the said partnership will be treated as dissolved and no party will be liable to pay any amount to the other in respect of such partnership. It is, however agreed that if any of the creditors does not accept the company as debtor for the amount, due to him on any account, the amount due to such creditor or creditors will be payable and paid by the parties hereto in proportion of their respective shares in the partnership and the valuation of the said business will be increased to that extent. The consent of the creditors to the transfer of the liability of the partnership to the company will be obtained before the transfer of the business to the company. A formal Deed of Dissolution will be executed by the parties and intimation of dissolution will be filed with the Registrar of Firms and advertised as required by law. 15.  The parties agree that so long as they will be directors and share holders of the company, none of them will start a similar business or be directly or indirectly interested in a similar business as that of the company. 16.  The parties agree that none of them will exercise any vote for removal of any of them as director. 17.  The costs of and incidental to the execution of the Deed of Assignment of the business by the parties hereto will be borne by the company. 18.  The liability to pay capital gains tax on transfer of the said business will be that of the parties in proportion to their shares in the partnership and the parties will indemnify the company against such liability. IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written. Signed and delivered by Within named partners Mr. L, Mr.M Mr. N IN the presence of_________ Witnesses 1._____________ 2._____________ Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

FORM FOR MEMORANDUM OF SETTLEMENT OF INDUSTRIAL DISPUTE BETWEEN EMPLOYER AND EMPLOYEES FORM FOR MEMORANDUM OF SETTLEMENT  Names of Parties  Representing employer(s):  Representing workmen:  Short Recital of the Case Terms of settlement  Signature of the parties  .................  ....................................   Witness:   (1)   (2)    Conciliation Officer  Signature of .  Board of Conciliation  Copy to:  (1) Assistant Labour Commissioner (Central) .................................. [Here enter the office address of the Assistant Labour Commissioner (Central) in the local area concerned].  (2) Regional Labour Commissioner (Central) ...................................  (3) Chief Labour Commissioner (Central), New Delhi.  (4) The Secretary to the Government of India, Ministry of Labour, New Delhi.    Conciliation Officer In case of settlements effected by ..  Board of Conciliation  In case where settlements are arrived at between the employer and his workmen  otherwise than in the course of conciliation proceeding.  Download Word Document In English. (Rs.40/-) Download PDF Document In Hindi. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/)

Agreement for Underwriting Shares of a Company This Agreement made at ................. on this .................. of ................... 2000, between ABC Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at .................... hereinafter called "the company" (which expression shall, unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the ONE PART and M/s. XYZ a partnership firm registered under the Partnership Act, 1932 and having its place of business at .................. hereinafter called "the underwriters", (which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include every partner for the time being of the said firm, the survivor or survivors or the legal representatives, executors or administrators of the last partner) of the Other Part. Whereas the company proposes to issue ............... equity shares of to Rs ..................... each and offer the same for public subscription at Rs ....................... per share in accordance with the terms of the draft prospectus, a copy of which is annexed hereto, or with such modifications therein as may be mutually agreed upon between the company and the underwriters. and Whereas the underwriters have agreed to underwrite the subscription of the said shares on the terms and conditions hereinafter appearing. Now it is hereby Agreed between The Parties as Follows: 1.     The company shall issue ...................... equity shares of Rs . ............ each for public subscription in terms of the draft prospectus, a copy of which is annexed hereto or with such modification therein, as may be mutually agreed upon between the parties, on or before the ................... day of …………. 2000, or such later date as shall be mutually agreed upon by the parties hereto not after the .......... day of ....................... 2000. 2.     The underwriters shall on or before the closing of the subscription list apply for the .................... shares or cause the same to be applied for by the responsible persons, who shall pay on application, the application moneys payable on the shares applied for by them respectively and who shall not withdraw their applications before notification of allotment of shares to them. 3.     If on the closing of the list under the said prospectus the said ...................... shares shall be allotted on the applications received from the public, the responsibility of the underwriters will cease and no allotment is to be made to the underwriters under this agreement, but if the said ............ shares shall not be allotted to the public, but any smaller number of such shares is so allotted, the underwriters undertake to stand for the difference between the said .......................... shares and the number of the shares allotted to the public and company may allot to the underwriters all the shares which shall not have been applied for by such members of the public or such responsible persons as aforesaid and the underwriters shall accept the shares so allotted and pay all application and allotment money in respect of those shares in accordance with the said prospectus. 4.     The underwriters irrevocably authorise the company to apply for the said ............... shares or any part thereof in the name and on behalf of the underwriters in accordance with the terms of the said prospectus and authorise the directors of the company to allot the said ..................... shares of the company or part thereof to the underwriters and in the event of the company making an application for such shares in the names of the underwriters, the underwriters shall hold the company harmless and indemnified in respect of such application. 5.     The company shall pay to the underwriters in cash a commission of .............................. per cent on the nominal value of the shares within ............. days from the allotment of the said ...................... shares. But should any allotment of the shares be made to the underwriters in accordance with the terms of this agreement, the commission shall not be payable until the underwriters pay the application and allotment moneys payable in respect of all the shares so allotted to the underwriters. 6.     It is hereby agreed that time is the essence of this agreement. 7.     This agreement shall be executed in duplicate. The original shall be retained by the company and the duplicate by the underwriters. In Witness Whereof the parties have signed these presents and a duplicate hereof the day and year first hereinabove written. Signed and delivered by A 8 Ltd., the within named company by its Managing Director Shri .................. Signed and delivered by M/s. XYZ the within named under writers by their partners WITNESSES; 1. 2. Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

Download Word Document In English. (Rs.80/-) Download PDF Document In Marathi. (Rs.80/-) This draft has 16 pages, all the pages are not possible to show in this post. NSE LISTING AGREEMENT - PART - II Format for publication of Annual audited results (Companies opting to give audited results instead of unaudited fourth quarter results) Annexure I (Rs in lacs) Particulars (1) Figures for the 9 months (2) Figures for the last quarter (3) Figures for the corresponding quarter of the previous year (4) Audited figures for the current year (5) Audited figures for the previous year 1.     Net ales/Income from Operations           2.     Other Income           3.     Total expenditure a.     Increase/decrease in stock in trade b.    Consumption of raw materialsc. Staff cost c.     Other expenditure d.    (Any item exceeding 10% of the total expenditure to be shown separately).             4.     Interest           5.     Depreciation           6.     Profit (+)/Loss(-) before tax (1+2-3-4-5)           7.     Provision for taxation           8.     Net Profit (+)/Loss (-) (6-7)           9.     Paid-up equity share capital (face value of the share shall be indicated)           10.  Reserves excluding revaluation reserves (as per balance sheet) of previous accounting year to be given in column (5)           11.  Basic and diluted EPS for the period, for the year to date and for the previous year (not to be annualised)           12.  (Applicable for half yearly financial results)aggregate of non promoting shareholding* a.     no. of shares b.    percentage of shareholding           Non promoters shareholding- as classified under category B in the shareholding pattern in the Clause 35 of Listing Agreement Notes: All the notes applicable to the format of un-audited quarterly financial results specified under Clause 41 of the Listing Agreement shall also be applicable to this format. Companies which have changed their name suggesting any new line of business (including software business) shall disclose the turnover and income etc from such new activities separately in the quarterly/annual results. Companies which have changed their names after January 1, 1998 or change the name hereafter shall make such disclosures and shall continue to make these disclosures for a period of 3 years from the date of change in the name. The quarterly results shall be prepared on the basis of accrual accounting policy and on uniform accounting practices for all the periods. The unaudited results should be based on the same set of accounting policies as those followed in the previous year. In case, there are changes in the accounting policies, the results of previous year will be recast as per the present accounting policies, to make it comparable with current year results. The quarterly results shall be prepared on the basis of accrual accounting policy and in accordance with uniform accounting practices adopted for all the periods on quarterly basis. The pro-forma for submitting the results for companies other than Banks is given below: Quarterly Results For Period ______ To ______(For Companies Other Than Banks) (Rs. In Lakhs)   (1) (2) (3) (4) (5) 3 months ended Corresponding 3 months in the previous year. Year to Date figures for current period Year to date figures for the previous year Previous accounting year 1.     NetSales/Income from Operations           2.     Other Income           3.     Total Expenditure a.     )Increase/decrease in stock in Trade b.    Consumption of raw materials c.     Staff cost d.    Other expenditure(Any item exceeding 10% of the total expenditure to be shown separately).           4.     Interest           5.     Depreciation           6.     Profit (+)/Loss(-) before tax (1+2-3-4-5)           7.     Provision for taxation           8.     Net Profit (+)/Loss (-) (6-7)           9.     Paid-up equity share capital (Face Value of the Share shall be indicated)           10.  Reserves excluding revaluation reserves (as per balance sheet) of previous accounting year to be given in column (5)           11.  Basic and diluted EPS for the period, for the year to date and for the previous year (not to be annualised)           12.   (Applicable for half yearly financial results): Aggregate of non-promoter shareholding * a.     Number of shares b.    Percentage of shareholding             The companies shall be required to disclose the aggregate non-promoter shareholding along with the half yearly financial results with effect from the half year ending on or after March 31, 2001. Companies shall also be required to disclose the aggregate non-promoter shareholding at the end of the corresponding half year in the previous year and at the end of the previous accounting year from the half year ending on or after March 31, 2002. Non Promoter Shareholding - as classified under category B in the shareholding pattern in Clause 35 of Listing Agreement.

Affidavit With The Application For The Registration Of The Will After The Death Of The Testator Before the Sub-Registrar ……………………. In the matter of registration of the WILL executed by  Mr …………………………………………………………………..…………  S/O …………………………………………………………………………… Resi…………………………………………………………….…………….. Affidavit of Mr…………………………………………………..…….., age ……… years,  S/O ……………………………………………………………………………  resi …………………………………………………………..…………….. and  aged about ……………………….…. years,  S/O ………………………………………………………………………….  resi …………………………………………………..………………………… We, the abovenamed deponents do hereby solemnly affirm and state as under: 1. That we, the deponents, are the witnesses to the execution of the will executed by Shri ………………………. on ………………… and as such fully acquainted with the facts deposed to below. 2. That the aforesaid testator Shri ………………………..……….. executed his last will on ……………………….., in our presence. 3. That the testator was healthy and of sound mind at the time of execution of the will. 4. That the testator executed his will on …………………………………….. of his own free will. 5. That the testator signed the will after reading and understanding its contents in our presence. We, the above deponents do hereby declare and verify that the contents of paras 1 to 5 are true to our knowledge and nothing material has been concealed, no part of it is false. Verified at …………………….. on this ………………. day of ……………….,  Deponents Date ………………….. Download Word Document In English. (Rs.20/-)

Download Word Document In English. (Rs.90/-) Download PDF Document In Marathi. (Rs.90/-) NSE - LISTING AGREEMENT - PART- I This agreement made this ______________________ day of_____________, ___ by ____________________________________________________________ a Company/ any other body duly formed and registered under the relevant Act and having its Registered office at_______________________________________________ _______________________________________________________________ (hereinafter called "the Issuer") with the NATIONAL STOCK EXCHANGE OF INDIA LIMITED (hereinafter called 'the NSE'). Witnesseth WHEREAS the Issuer has filed with the NSE an application for listing its securities more particularly described in Schedule I / Schedule II annexed hereto and made a part hereof. AND WHEREAS it is a requirement of the NSE that there must be filed with the application an agreement in terms hereinafter appearing, to qualify for the admission and continuance of the said securities upon the list of the NSE. NOW THEREFORE in consideration of the NSE having agreed to list the said securities, the Issuer hereby covenants and agrees with the NSE as follows: 1.       The Issuer agrees: a.     that letters of allotment will be issued simultaneously and that in the event of its being impossible to issue letters of regret at the same time, a notice to that effect will be inserted in the press so that it will appear on the morning after the letters of allotment have been posted; b.    that letters of right will be issued simultaneously; c.     that letters of allotment, acceptance or rights will be serially numbered, printed on good quality paper and examined and signed by a responsible officer of the Issuer and that whenever possible they will contain the distinctive numbers of the securities to which they relate; d.    that letters of allotment and renounceable letters of right will contain a provision for splitting and that when so required by the NSE the form of renunciation will be printed on the back of or attached to the letters of allotment and letters of right; e.     that letters of allotment and letters of rights will state how the next payment of interest or dividend on the securities will be calculated. 2.       The Issuer will issue, when so required, receipts in such forms as prescribed by the NSE, for all securities deposited with it whether for registration, sub-division, consolidation, renewal, exchange or for other purposes. 3.       The Issuer agrees: a.     to have on hand at all times a sufficient supply of certificates to meet the demands for transfer, sub-division, consolidation and renewal; b.    to issue certificates or pucca receipts within one month of the date of the expiration of any right to renunciation; c.     to issue certificates within one month of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies or to issue within fifteen days of such lodgment for transfer, pucca transfer receipts in denominations corresponding to the market units of trading autographically signed by a responsible official of the Issuer and bearing an endorsement that the transfer has been duly approved by the directors or that no such approval is necessary; d.    to issue without charge balance certificates, within one month, if so required; e.     to issue new certificates in replacement of those which are lost within six weeks of notification of loss and receipt of proper indemnity 4.       The Issuer agrees: a.     to issue, unless the NSE otherwise agrees and the parties concerned desire, allotment letters, share certificates, call notices and other relevant documents in such units of trading (market units) as may be specified by NSE; b.    to split certificates, letters of allotment, letters of right, and split, consolidation, renewal and pucca transfer receipts of large denominations into smaller units; c.     to consolidate certificates of small denominations into denominations corresponding to the market units of trading or other units as may be decided by NSE from time to time; d.    to issue within one week split, consolidation and renewal receipts duly signed by an official of the Issuer and in denominations corresponding to the market units of trading, particularly when so required by NSE; e.     to exchange `rights' or `entitled' shares into coupons or fractional certificates when so required by NSE; f.     to issue call notices and splits and duplicates thereof in a standard form acceptable to NSE, to forward a supply of the same promptly to NSE for meeting requests for blank, split and duplicate call notices, to make arrangements for accepting call moneys at all centers where there are recognized stock exchanges in India and not to require a discharge on call receipts. g.    to accept the discharge of the member of NSE on split, consolidation, and renewal receipts as good and sufficient without insisting on the discharge of the registered holders. 5.       When documents are lodged for sub-division, consolidation or renewal through the clearing house of NSE, the Issuer agrees: a.     that it will accept the discharge of an official of NSE Clearing House on the Issuer's split, consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders; b.    that when the Issuer is unable to issue certificates or split, consolidation or renewal receipts immediately on lodgment, it will verify whether the discharge of the registered holders on the documents lodged for sub-division, consolidation or renewal and their signature on the relative transfers are in order. 6.       The Issuer will, if so required by NSE, certify transfer against letters of allotment, certificates and balance receipts and in that event the Issuer will promptly make on transfers an endorsement to the following effect; Name of Issuer _____________________ Certificate/Allotment Letter No. _________ for the within mentioned _______________ securities is deposited in the Issuer's Office against this transfer No.________________________ Signature(s) of Official(s) ________________ Date _______________ 7.       On production of the necessary documents by security holders or by members of NSE, the Issuer will make on transfer an endorsement to the effect that the Power of Attorney or Probate or Letters of Administration or Death Certificate or Certificate of the Controller of Estate Duty or similar other documents have been duly exhibited to and registered by the Issuer. 8.       The Issuer agrees that it will not make any charge: a.     for registration of transfers of its share and debentures; b.    for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading; c.     for sub-division of renounceable letters of rights; d.    for issue of new certificates in replacement of those which are old, decrepit or worn out, or where the cages on the reverse of recording transfers have been fully utilised; e.     for registration of any power of attorney, probate, letters of administration or similar other documents. 9.       The Issuer agrees that it will not charge any fees exceeding those, which may be agreed upon with NSE: a.     for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed; b.    for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading. 10.     The Issuer will promptly verify the signatures of shareholders on allotment letters, split, consolidation, renewal, transfer and any other temporary receipts and transfer deeds when so required by the shareholders or a member of NSE or by NSE Clearing House. 11.     The Issuer agrees that it will entertain applications for registering transfers of its securities when: a.     the instrument of transfer is in any usual or common form approved by NSE; and b.    the transfer deeds are properly executed and accompanied either by certificates or by letters of allotment, pucca transfer receipts, split, consolidation or renewal receipts duly discharged either by the registered holders or, in the case of split, consolidation or renewal receipts, by the members of NSE or an official of NSE Clearing House as provided herein. 12.     On lodgment of the proper documents, the Issuer agrees that it will register transfers of its securities in the name of the transferee except: a.     when the transferee is, in exceptional circumstances, not approved by the Directors in accordance with the provisions contained in the Article of Association of the Issuer, in which event the Managing Director of NSE will be taken into confidence, when so required, as to the reasons for such rejection; b.    when any statutory prohibition or any attachment or prohibitory order of a competent authority restraints the Issuer from transferring the securities out of the name of the transferor. c.     when the transferor objects to the transfer provided he serves on the Issuer within a reasonable time a prohibitory order of a Court of competent jurisdiction. 1.     The Company agrees that when proper documents are lodged for transfer and there are no material defects in the documents except minor difference in signature of the transferor(s),                                       i.        then the Company will promptly send to the first transferor an intimation of the aforesaid defect in the documents, and inform the transferor that objection, if any, of the transferor supported by valid proof, is not lodged with the Company within fifteen days of receipt of the Company's letter, then the securities will be transferred;                                      ii.        if the objection from the transferor with supporting documents is not received within the stipulated period, the Company shall transfer the securities provided the Company does not suspect fraud or forgery in the matter. 1.A.The company agrees that in respect of transfer of shares where the company has not effected transfer of shares within 1 month or where the company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of 1 month, the company shall compensate the aggrieved party for the opportunity losses caused during the period of the delay. In addition, the company keeping in view the provisions of Section 206A of the Companies Act and Section 27 of the Securities Contracts (Regulation) Act, 1956, shall provide all benefits (i.e. bonus shares, right shares, dividend) which accrued to the investor during the intervening period on account of such delay. 2.     The Company agrees that when the signature of the transferor(s) is attested by a person authorised by the Department of Company Affairs, u/s 108(1A) of the Companies Act, 1956, then it shall not refuse to transfer the securities on the ground of signature difference unless it has reasons to believe that a forgery or fraud is involved. 13.     The Issuer will promptly notify NSE of any attachment or prohibitory orders restraining the Issuer from transferring securities out of the names of the registered holders and furnish to NSE particulars of the numbers of securities so affected, the distinctive numbers of such securities and the names of the registered holders thereof. 14.     If, in view of the volume of business in the listed securities of the Issuer, NSE so requires, the Issuer will arrange to maintain: a.     a transfer register in cities satisfactory to NSE on which all securities of the Issuer that are listed on NSE would be directly transferable; or b.    a registry office or some other suitable office satisfactory to NSE within the Municipal Area of the City of Bombay which will receive and re-deliver all securities that are tendered for the purpose of transfer, sub-division, consolidation or renewal. 15.     The Issuer agrees that it will not close its transfer books on such days (or when the transfer books are not to be closed, fix such date for the taking of a record of its shareholders or debenture holders) as may be inconvenient to NSE for the purpose of settlement of transactions, of which due notice in advance shall have been given by NSE to the Issuer. 16.     The Issuer agrees to close its transfer books for purposes of declaration of dividend or issue of right or bonus shares or issue of shares for conversion of debentures or of shares arising out of right attached to debentures or for such other purposes as the NSE may agree to or require and further agree to close its transfer books at least once a year at the time of the Annual General Meeting if they have not been otherwise closed at any time during the year and to give to NSE the notice in advance of at least forty-two days, or of as many days as NSE may from time to time reasonably prescribe, stating the dates of closure of its transfer books (or, when the Transfer books are not to be closed, the date fixed for taking a record of its shareholders or debentureholders) and specifying the purpose or purposes for which the transfer books are to be closed (or the record is to be taken) and to send copies of such notices to the other recognized stock exchanges in India, provided that such notice period be reduced from forty-two days to thirty days in respect of securities which are announced by Securities and Exchange Board of India from time to time to be compulsorily delivered in dematerialised form by all investors. The Issuer further agrees to ensure that the time gap between two book closures and record dates would be atleast 30 days. 17.     The Issuer will accept for registration transfers that are lodged with the Issuer upto the date of closure of the transfer books (or when the transfer books are not closed, up to the record date) and save as provided in Clause 12 will register such transfers forthwith; and unless NSE agrees otherwise, the Issuer will defer, until the transfer books have reopened, registration of any transfer which may be received after the closure of the transfer books. 18.     The Issuer will publish in a form approved by NSE such periodical interim statements of its working and earning as required by NSE, SEBI, or any statutory body or local authority or any body or authority acting under the authority or direction of the Central Government. 19.       a.     The Issuer will notify NSE at least 7 days in advance of the date of the meeting of its Board of Directors at which the recommendation or declaration of a dividend or a rights issue or convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of the dividend is due to be considered and will recommend or declare all dividend and/or cash bonuses at least five days before commencement of the closure of its transfer books or the record date fixed for the purpose. b.    The Issuer will give notice simultaneously to NSE in case the proposal for declaration of bonus is communicated to its Board of Directors as part of the agenda. No prior intimation is required about the Board Meeting in case the declaration of Bonus by the company is not on the agenda of the Board Meeting. c.     The Issuers are also required to send the information in the format which is given in Schedule IV by e-mail ( cmlist@nse.co.in ) d.    The Issuer shall be required to give prior notice of at least 7 days to the stock exchanges about the Board meetings at which the proposal for Buy Back of Securities is to be considered. 20.     The Issuer will, immediately after the meeting of its Board of Directors has been held to consider or decide the same, intimate to the Stock Exchanges where the company is listed, (within 15 minutes of the closure of the board meeting) by phone, fax, telegram, e-mail ( cmlist@nse.co.in ): a.     all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or interest payment; b.    the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for the year (with comparison with the previous year) and the amounts appropriated from reserves, capital profits, accumulated profits of past years or other special source to provide wholly or partly for the dividend, even if this calls for qualification that such information is provisional or subject to audit. c.     The Issuers are also required to send the information by e-mail in the format which is given in Schedule V. d.    The Issuer shall be required to intimate the stock exchanges within 15 minutes of the closure of the Board Meetings about the decision on Buy Back of Securities. 21.     The Issuer will fix and notify NSE at least twenty-one days in advance of the date on and from which the dividend on shares, interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds will be payable and will issue simultaneously the dividend warrants, interest warrants and cheques for redemption money or redeemable shares or debentures and bonds, which shall be payable at par at such centers as may be agreed to between NSE and the Issuer and which shall be collected at par, with collection charges, if any, being borne by the Issuer, in any bank in the country at centers other than the centers agreed to between NSE and the Issuer, so as to reach the holders of shares, debentures or bonds on or before the date fixed for payment of dividend, interest on debentures or bonds or redemption money, as the case may be. 22.     The Issuer will, immediately after the meeting of its Board of Directors has been held to consider or decide the same, intimate to the Stock Exchanges where the company is listed, (within 15 minutes of the closure of the board meeting) by phone, fax, telegram, e-mail ( cmlist@nse.co.in ): a.     short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by way of right shares to be offered to the shareholders or debenture holders, or in any other way; b.    short particulars of the reissues of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to; c.     short particulars of any other alterations of capital, including calls; d.    any other information necessary to enable the holders of the listed securities of the Issuer to appraise its position and to avoid the establishment of a false market in such listed securities. 23.     The Issuer agrees: a.     to issue or offer in the first instance all shares (including forfeited shares, unless NSE otherwise agrees), securities, rights, privileges and benefits to subscribe pro rata to the security shareholders of the Issuer unless the security holders in the general meeting decide otherwise; b.    to close the transfer books as from such date or to fix such record date for the purpose in consultation with NSE as may be suitable for the settlement of transactions and to so close the Transfer books or fix the record date only after the sanctions subject to which the issue or offer is proposed to be made have been duly obtained unless the NSE agrees otherwise; c.     to make such issues or offers in a form to be approved by NSE and unless NSE otherwise agrees to grant in all cases the right of renunciation to the shareholders and to forward a supply of renunciation forms promptly to NSE; d.    to issue, where necessary, coupons or fractional certificates unless the Issuer in general meeting or the NSE agrees otherwise, and when coupons or fractional certificates are not issued, to provide for the payment of the equivalent of the value, if any, of the fractional rights in cash; e.     to give to the shareholders reasonable time, not being less than four weeks, within which to record their interest and exercise their rights; f.     to issue letters of allotment or letters of right within six weeks of the record date or date of reopening of the transfer books after their closure for the purpose of making a bonus or right issue and to issue allotment letters or certificates within six weeks of the last date fixed by the Issuer for submission of letters of renunciation or applications of new securities. 24.     .    a.     The Issuer agrees to obtain 'in-principle' approval for listing from the exchange before issuing further shares or securities. The Issuer also agrees to make an application to NSE for the listing of any new issue of shares or securities and of the provisional documents relating thereto. b.    The Issuer agrees to make true, fair and adequate disclosure in the offer documents/draft prospectus/letter of offer in respect of any new or further issue of shares/ securities. c.     The Issuer agrees that it shall not issue any prospectus/ offer document/ letter of offer for public subscription of any securities unless the said prospectus/ offer document/ letter of offer has been vetted by SEBI and an acknowledgement card obtained from SEBI through the lead manager. d.    The Issuer further agrees that the Issuer shall submit to the exchange the following documents to enable it to admit/ list the said securities for dealing in NSE, such as:                                           i.    a copy of the acknowledgement card or letter indicating the observation on draft prospectus/ letter of offer/ offer documents by SEBI; and                                          ii.    a certificate from a merchant banker acting as lead manager to the issue reporting positive compliance by the issuer of the guidelines on disclosure and investor protection issued by SEBI. e.     in the event of non-submission of the documents as mentioned in sub-clause (d) above by the Issuer to the NSE or withdrawal of the acknowledgement card by SEBI at any time before grant of permission for listing/ admission to dealing of the securities, the securities shall not be eligible for listing/ dealing, as the case may be, and the company shall be liable to refund the subscription monies to the respective investors immediately. 25.     In the event of the Issuer granting any options to purchase any shares of the Issuer, the Issuer will promptly notify NSE: a.     of the number of shares covered by such options, of the terms thereof and of the time within which they may be exercised; b.    of any subsequent changes or cancellation or exercise of such options. 26.     Unless the terms of issue otherwise provide, the Issuer will not select any of its listed securities for redemption otherwise than pro rata or by lot and will promptly furnish to NSE any information requested in reference to such redemption. 27.     The Issuer will promptly notify NSE: a.     of any action, which will result in the redemption, cancellation or retirement in whole or in part of any securities listed on NSE. b.    of the intention to make a drawing of such securities, intimating at the same time the date of the drawing and the period of the closing of the transfer books (or the date of striking of the balance) for the drawing; c.     of the amount of security outstanding after any drawing has been made. 28.     The Issuer will not make any change in the form or nature of any of its securities that are listed on NSE or in the rights or privileges of the holders thereof without giving twenty-one days' prior notice to NSE of the proposed change and making an application for listing of the securities as changed if NSE shall so require. 29.     The Issuer will promptly notify NSE of any proposed change in the general character or nature of its business. 30.     The Issuer will promptly notify NSE: a.     of any change in the Issuer's directorate by death, resignation, removal or otherwise; b.    of any change of Managing Director, Managing Agents or Secretaries and Treasurers; c.     of any change of Auditors appointed to audit the books and accounts of the Issuer. 31.     The Issuer will forward to NSE promptly and without application: a.     six copies of the Statutory and Directors' Annual Reports, Balance Sheets and Profits & Loss Accounts and of all periodical and special reports as soon as they are issued and one copy each to all the recognized stock exchanges in India; b.    six copies of all notices, resolutions and circulars relating to new issue of capital prior to their dispatch to the shareholders; c.     three copies of all the notices, call letters or any other circulars at the same time as they are sent to the shareholders or debenture holders or advertised in the Press; d.    copy of the proceedings at all Annual and Extraordinary General Meetings of the Issuer; e.     three copies of all notices, circulars, etc., issued or advertised in the press either by the Issuer, or by any Issuer which the Issuer proposes to absorb or with which the Issuer proposes to merge or amalgamate, or under orders of the court or any other statutory authority in connection with any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement, including notices, circulars, etc. issued or advertised in the press in regard to meetings of shareholders or debenture holders or creditors or any class of them and copies of the proceedings at all such meetings. 32.     The Issuer will supply a copy of the complete and full Balance Sheet, Profit and Loss Account and the Directors' Report to each shareholder and upon application to any member of NSE. However, the company may supply single copy of complete and full Balance Sheet and Profit & Loss Account and Directors' Report to shareholders residing in one household (i.e. having same address in the Books of the Company/Registrars/Share transfer agents). Provided that, the company on receipt of request shall supply the complete and full Balance Sheet and Profit and Loss Account and Directors' report also to any shareholder residing in such household. Further, the company will supply abridged Balance Sheet to all the shareholders in the same household. The issuer will also give cash flow statement along with the Balance Sheet and Profit and Loss Account. The Cash Flow Statement will be prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, and the Cash Flow Statement shall be presented only under the Indirect Method as given in AS-3. The statement shall be issued under the authority of the Board and shall be signed on behalf of the Board of Directors in the manner provided for the authentication of Balance Sheet and Profit and Loss Account in Section 215 of the Companies Act,1956. a.     Consolidated Financial Statement: Companies shall be mandatorily required to publish Consolidated Financial Statements in the annual report in addition to the individual financial statements. Audit of Consolidated Financial Statements by the statutory auditors of the company and the filing of Consolidated Financial Statements audited by the statutory auditors of the company with the stock exchanges shall be mandatory. b.    Related Party Disclosures: Companies shall be required to make disclosures in compliance with the Accounting Standard on "Related Party Disclosures" in the annual reports. The Issuer agrees to make the following disclosure in the Annual Report:                                           i.    in case the shares are delisted, it shall disclose the fact of delisting, together with reasons thereof in its Directors Report                                          ii.    in case the securities are suspended from trading, the Directors Report should explain the reason thereof                                         iii.    the name and address of each stock exchange at which the issuer's securities are listed and also confirm that Annual Listing Fee has been paid to each of the exchange. Issuers who change their name suggesting any new line of business (including software business) shall disclose the turnover and income etc from such new activities separately in the annual results. Companies, which have changed their names after January 1, 1998 or change, the name hereafter shall make such disclosures and shall continue to make these disclosures for a period of 3 years from the date of change in the name. 33.     The Issuer will forward to NSE copies of all notices sent to its shareholders with respect to amendments to its Memorandum and Articles of Association and will file with NSE six copies (one of which will be certified) of such amendments as soon as they shall have been adopted by the Issuer in general meeting. 34.     The Issuer agrees: a.     that it will not exercise a lien on its fully paid securities and that in respect of partly paid securities it will not exercise any lien except in respect of moneys called or payable at a fixed time in respect of such securities; b.    that it will not decline to register or acknowledge any transfer of securities on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Issuer on any account whatsoever; c.     that it will not forfeit unclaimed dividends before the claim becomes barred by law and that such forfeiture, when effected, will be annulled in appropriate cases; d.    that if any amount be paid up in advance of calls on any securities it will stipulate that such amount may carry interest but shall not in respect thereof confer a right to dividend or to participate in profits; e.     that it will not give to any person the call of any securities without the sanction of the security holders in general meeting; f.     that it will send out proxy forms to security holders in all cases, such proxy forms being so worded that a security holders may vote either for or against each resolution; g.    that when notice is given to its security holders by advertisement, it will advertise such notice in at least one leading National daily newspaper. 35.     The company agrees to file with the Exchange the shareholding pattern on a quarterly basis within 15 days of end of the quarter in the following form:   Distribution of Shareholding As on quarter ending... Category No of shares Held Percentage of shareholding Promoter's holding     Promoters* ·         Indian Promoters ·         Foreign Promoters     Persons acting in Concert #     Sub-Total     Non-Promoters Holding     Institutional Investors     Mutual Funds and UTI     Banks, Financial Institutions, Insurance Companies (Central / State Gov.Institutions/Non-government Institutions)     FIIs     Sub-Total     Others     Private Corporate Bodies     Indian Public     NRIs / OCBs     Any other (please specify)     Sub-Total     GRAND TOTAL     as defined in Regulation 2(h) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The promoters' holding shall include all entities in the promoters' group - individual or body corporates. as defined in Regulation 2(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 Note 1: Name, Number of shares held and percentage shareholding of entities / persons holding more than 1 percent of the shares of the company be given under each head. Note 2: Total foreign shareholding in number of shares and percentage shareholding be given as footnote including GDR and ADR holdings. Note 3: The company shall also post this information on its web site. 36.     Apart from complying with all specific requirements as above, the Issuer will intimate to the Stock Exchanges, where the company is listed immediately of events such as strikes, lock outs, closure on account of power cuts, etc. and all events which will have a bearing on the performance / operations of the company as well as price sensitive information both at the time of occurrence of the event and subsequently after the cessation of the event in order to enable the security holders and the public to appraise the position of the Issuer and to avoid the establishment of a false market in its securities. In addition, the Issuer will furnish to NSE on request such information concerning the Issuer as the NSE may reasonably require. The material events may be event such as: Change in the general character or nature of business Without prejudice to the generality of Clause 29 of the Listing Agreement the Issuer will promptly notify the Exchange of any material change in the general character or nature of its business where such change is brought about by the Issuer entering into or proposing to enter into any arrangement for technical, manufacturing, marketing or financial tie-up or by reason of the Issuer, selling or disposing of or agreeing to sell or dispose of any unit or division or by the Issuer, enlarging, restricting or closing the operations of any unit or division or proposing to enlarge, restrict or close the operations of any unit or division or otherwise. Disruption of operations due to natural calamity The issuer will soon after the occurrence of any natural calamity like earthquake, flood or fire disruptive of the operation of any one or more units of the Issuer keep the Exchange informed of the details of the damage caused to the unit thereby and whether the loss/damage has been covered by insurance and without delay furnish to the Exchange an estimate of the loss in revenue or production arising there from, and the steps taken to restore normalcy, in order to enable the security holders and the public to appraise the position of the issue and to avoid the establishment of a false market in its securities. Commencement of Commercial Production/Commercial Operations The issuer will promptly notify the Exchange the commencement of commercial/production or the commencement of commercial operations of any unit/division where revenue from the unit/division for a full year of production or operations is estimated to be not less than ten per cent of the revenues of the Issuer for the year. Developments with respect to pricing/ realisation arising out of change in the regulatory framework The Issuer will promptly inform the Exchange of the developments with respect to pricing of or in realisation on its goods or services (which are subject to price or distribution, control/restriction by the Government or other statutory authorities, whether by way of quota, fixed rate of return, or otherwise) arising out of modification or change in Government's or other authority's policies provided the change can reasonably be expected to have a material impact on its present or future operations or its profitability. Litigation /dispute with a material impact The issuer will promptly after the event inform the Exchange of the developments with respect to any dispute in conciliation proceedings, litigation, assessment, adjudication or arbitration to which it is a party or the outcome of which can reasonably be expected to have a material impact on its present or future operations or its profitability or financials. Revision in Ratings The Issuer will promptly notify the Exchange, the details of any rating or revision in rating assigned to any debt or equity instrument of the Issuer or to any fixed deposit programme or to any scheme or proposal of the Issuer involving mobilisation of funds whether in India or abroad provided the rating so assigned has been quoted, referred to, reported, relied upon or otherwise used by or on behalf of the Issuer. Any other information having bearing on the operation/performance of the company as well as price sensitive information which includes but not restricted to: Issue of any class of securities. Acquisition, merger, de-merger, amalgamation, restructuring, scheme of arrangement, spin off of setting divisions of the company, etc. Change in market lot of the company's shares, sub-division of equity shares of the company. Voluntary delisting by the company from the stock exchange(s). Forfeiture of shares. Any action which will result in alteration in the terms regarding redemption/cancellation/retirement in whole or in part of any securities issued by the company. Information regarding opening, closing of status of ADR, GDR or any other class of securities to be issued abroad. Cancellation of dividend/rights/bonus, etc. The above information should be made public immediately. 37.     The Issuer agrees to permit NSE to make available immediately to its members and to the Press any information supplied by the Issuer in compliance with any of the listing requirements provided that in cases where it is contended that such disclosure might be detrimental to the Issuer's interest a special submission to that effect may be made for the consideration of NSE when furnishing the information. 38.     The Issuer agrees that as soon as its Securities are listed on NSE, it will pay to the NSE an initial listing fee as prescribed in Schedule III annexed hereto and made a part thereof, and that thereafter, so long as the Securities continue to be listed on NSE, it will pay to NSE on or before April 30, in each year an Annual Listing Fee computed on the basis of the capital of the Issuer as on March 31 and worked out as provided in Schedule III annexed hereto and made a part thereof. The Issuer also agrees that it shall pay the additional Annual Listing Fee, at the time of making application for listing of Securities arising out of further issue, as is computed in terms of Schedule III annexed hereto and made a part thereof for any addition in the capital after March 31 39.  .    39.A.  The Issuer agrees that in the event of application for listing being granted in pursuance of this agreement shall be subject to the Rules, Bye-laws and Regulations of NSE in regard to listing of securities which now are or hereafter may be in force. As a pre-condition for continued listing the Issuer further undertakes to forthwith comply with such future conditions as may be stipulated by NSE from time to time as conditions and requirements for listing of securities. 39.B.  Without prejudice to the generality of Clause 39A above, the Issuer agrees and undertakes, as a pre-condition for continued listing of securities hereunder, to comply with any regulations, requirements, practices and procedures as may be laid down by the NSE for the purpose of immobilization or dematerialization of securities hereunder in pursuance of the then prevailing statutes and/or statutory regulations, to facilitate scrip less trading. 39.C.  The issuer shall not make a rights issue, where the aggregate value of the securities, including premium, if any, exceeds Rs. 50 Lacs, unless a category I Merchant Banker holding a valid certificate of registration issued by SEBI has been appointed to manage the issue and has submitted the offer document to SEBI, wherever required under the applicable SEBI guidelines/ regulations. 40.  .      40.A.  Substantial Acquisition of Securities 1.     The issuer agrees that in the event of the application for listing being granted by the Exchange, the issuer shall maintain on a continuous basis, the minimum level of non-promoter holding at the level of public shareholding as required at the time to listing. 2.     Where the non-promoter holding of an existing listed company as on April 01, 2001 is less than the limit of public shareholding as required at the time of initial listing, the company shall within one year raise the level of non-promoter holding to atleast 10%. In case the company fails to do so it shall buy back the public share holding in the manner provided in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997. 3.     The company agrees that it shall not make preferential allotment or an offer to buy back its securities, if such allotment or offer result in reducing the non-promoter holding below the limit of public shareholding specified under the SEBI (Disclosure and Investor Protection) Guidelines, as applicable at the time of initial listing or the limit specified in sub-clause (ii) for the existing listed company, as the case may be. 4.     The conditions stipulated in sub-clauses (i), (ii) and (iii) shall not apply to the companies referred to BIFR. 5.     The company agrees that the following shall also be the condition for continued listing. a.     When any person acquires or agrees to acquire 5% or more of the voting rights of any securities, the acquirer and the company shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. b.    When any person acquires or agrees to acquire any securities exceeding 15% of the voting rights in any company or if any person who holds securities which in aggregate carries less than 15% of the voting rights of the company and seeks to acquire the securities exceeding 15% of the voting rights, such person shall not acquire any securities exceeding 15% of the voting rights of the company without complying with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 40.B.  Take Over Offer A company agrees that it is a condition for continued listing that whenever the take-over offer is made or there is any change in the control of the management of the company, the person who secures the control of the management of the company and the company whose shares have been acquired shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 41.  Company agrees that it will furnish unaudited financial results on a quarterly basis with effect from the Quarter ending on March 31, 2000 in the following pro-forma within one month from the end of quarter (Quarter means 3 months only) to the Stock Exchange and will make an announcement to the stock exchanges, where the company is listed, within 15 minutes of the closure of the Board Meeting or Meeting of a Sub-Committee of Board of Directors (consisting of not less than one third of the Directors), in which the unaudited financial results are placed and also within 48 hours of the conclusion of the Board or its sub committee Meeting in at least one English daily newspaper circulating in the whole or substantially the whole of India and in one newspaper published in the language of the region, where the registered office of the Company is situated. The Board of Directors or its Sub Committee should take on record the unaudited quarterly results which shall be signed by the Managing Director / Director. The company shall inform the Stock Exchange where its securities are listed about the date of the board Meeting at least 7 days in advance and shall also issue immediately a press release in at least one national newspaper and one regional language newspaper about the date of aforesaid Board or its Sub Committee Meeting. a.     Segment Reporting Companies shall be required to furnish segment wise revenue, results and capital employed along with the quarterly un-audited financial results with effect from the quarters ending on or after September 30, 2001 as per the format given below. Format for Reporting of Segment wise Revenue, Results and Capital Employed Rs in lacs   3 Months ended (1) Corresponding 3 months in the previous year (2) Year to Date Figures For current Period (3) Year to date Figures for the previous year (4) Previous Accounting Year (5) 1. Segment Revenue (net sale/income from each segment should be disclosed under this head)a) Segment - Ab) Segment - Bc) Segment - Cd) Others Total Less:Inter SegmentRevenue Net sales/Income From Operations           2. Segment Results (Profit)(+)/Loss(-) before tax and interest from Each segment)*a) Segment - Ab) Segment - Bc) Segment - Cd) Others Total Less: i Interest**Ii Other Un-allocable Expenditure net off Un-allocable income Total Profit Before Tax           * Profit/loss before tax and after interest in case of segments having operations which are primarily of financial nature. ** Other than the interest pertaining to the segments having operations which are primarily of financial nature. 3. Capital Employed (Segment assets - Segment Liabilities)a) Segment - Ab) Segment - Bc) Segment - Cd) Others           Total           Note: a.     Segment Revenue, Segment Results, Segment assets and Segment liabilities shall have the same meaning as defined in the Accounting Standards on Segment Reporting (AS-17) issued by ICAI. b.    The above information shall be furnished for each of the reportable primary segments as identified in accordance with AS-17, issued by ICAI. c.     For the quarters ending upto September 30, 2002, reporting of figures for the previous year under column 2, 4 and 5 is not mandatory. b.    Accounting for Taxes on Income: Companies shall be required to comply with the accounting standard on "Accounting for Taxes on Income" in respect of the quarterly un-audited financial results with effect from the quarters ending on or after September 30, 2001. c.     Consolidated Financial Results: Companies shall have the option to publish consolidated quarterly financial results in addition to the un-audited quarterly financial results of the parent company as currently required under the Clause 41 of the Listing Agreement. The unaudited results should not substantially differ from the audited results of the company. If the sum total of the First, Second, Third and Fourth quarterly unaudited results in respect of any item given in the same pro-forma varies by 20 per cent when compared with the audited results for the full year the company shall explain the reasons to the Stock Exchanges. In addition, the Company, shall prepare the half yearly results in the same pro-forma with effect from half year ending on March 31, 2000 and the same shall be approved by the Board of Directors and subjected to a "Limited Review" by the Auditors of the Company and a copy of the Review Report shall be submitted to the Stock Exchanges within 2 months after the close of the half year. For the purpose of this Review half year shall be construed as consisting of the first two quarters of the Company's Financial Year. If the sum total of First and Second quarterly un-audited results in respect of any item given in the same pro-forma format varies by 20% or more from the respective half yearly results as determined after the "Limited Review" by the Auditors, the Company shall send a statement (approved by the Board of Directors) explaining the reasons to the Stock Exchanges along with Review Report. The Review Report shall be in the following format: "We have reviewed the accompanying statement of unaudited financial results of...........(Name of the Company) for the period ended.....This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. A review of interim financial information consists principally of applying analytical procedures for financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review conducted as above, nothing has come to our notice that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any material misstatement." The Company shall have an option to publish audited half yearly financial results within two months instead of publishing un-audited results within one month followed by a Limited Review within two months. In respect of results for the last quarter of the financial year, if the company intimates in advance to the stock exchange/s that it will publish audited results within a period of 3 months from the end of the last quarter of the financial year, in such a case unaudited results for the last quarter need not be published / given to the stock exchanges. The audited results for the year shall be published/given to the stock exchanges in the same format as is applicable for publishing of quarterly financial results. The companies which opt to publish audited results for the entire year within 3 months instead of publishing un-audited results for the last quarter within 30 days shall be required to publish annual audited results in the format specified in Annexure I. In case of banks and companies furnishing results in alternative format for manufacturing and trading/service companies (which follow functional (secondary) classification of expenditure) the columns 1, 2, 3, 4 & 5 as mentioned in Annexure I shall be adopted and the rows shall remain as required in the respective format.