MOBME WIRELESS SOLUTIONS LIMITED - Directory Listing ...

DRAFT RED HERRING PROSPECTUS

Please read Section 60B of the Companies Act, 1956

Dated February 7, 2013

Book Building Issue

MOBME WIRELESS SOLUTIONS LIMITED

Our Company was incorporated as MobME Wireless Solutions Private Limited on December 12, 2006. The name of our Company was changed to MobME

Wireless Solutions Limited pursuant to a fresh certificate of incorporation dated January 15, 2013 issued by the Registrar of Companies, Kerala and

Lakshadweep. For further details of incorporation, corporate structure, changes of name and in registered office of our Company, please see “History and

Certain Corporate Matters” on page 83 of the Draft Red Herring Prospectus. Registered Office: 41/3197, 4th Floor, Bhagheeratha Square, Kacherippady, Kochi 682018; Tel: +91 484 6492646; Fax: +91 484 4019035;

Contact Person: Ms. Smitha Varma, Company Secretary and Compliance Officer; Tel: +91 484 6492646; Fax: +91 484 4019035;

E-mail: [email protected]; Website: www.mobme.in

PROMOTERS OF OUR COMPANY : MR. SANJAY VIJAYAKUMAR, MR. SONY JOY, MR. VIVEK STEVE FRANCIS AND MR. JOSE THOMAS PATTARA

PUBLIC ISSUE OF 705,600 EQUITY SHARES OF FACE VALUE OF ` 10 EACH FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `

[] PER EQUITY SHARE) AGGREGATING UPTO ` [] LACS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 35,400 EQUITY SHARES OF `10 EACH WILL BE RESERVED FOR

SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E.

ISSUE OF 35,400 EQUITY SHARES OF `10 EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 25% AND

23.75%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

In case of revision in the Price Band, the Bidding/Issue Period shall be extended for three additional Working Days after such revision of the Price Band, subject to the

Bidding/Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, shall be widely disseminated

by notification to the National Stock Exchange of India Limited (“NSE”) and by issuing a press release and also by indicating the change on the website of the Book

Running Lead Manager and at the terminals of the Syndicates. The Issue is being made through a Book Building Process in accordance with Chapter XB of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the

Equity Shares is `10 and the Issue Price is [] times the face value. The Issue Price (as determined and justified by our Company and the book running lead

manager (“BRLM”) as stated under the section titled “Basis for Issue Price” on page 45 of the Draft Red Herring Prospectus) should not be taken to be

indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading

in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to

take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking

an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered

in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or

adequacy of the Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xi of the Draft Red

Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY

Our Company having made all reasonable inquiries, accepts responsibility for and confirms that the Draft Red Herring Prospectus contains all information

with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in the Draft Red Herring Prospectus

is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held

and that there are no other facts, the omission of which makes the Draft Red Herring Prospectus as a whole or any of such information or the expression of

any such opinions or intentions misleading in any material respect.

IPO GRADING

The Issue has been graded by [●] and has been assigned [●], indicating [●] through its letter dated [●]. For further details see “General Information” on

page 15 of the Draft Red Herring Prospectus.

LISTING

The Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on the SME Platform of NSE. In-principle approval from NSE,

for listing the Equity Shares has been received pursuant to letter no. [] dated [].

BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

IDBI Capital Market Services Limited

3rd Floor, Mafatlal Centre, Nariman Point, Mumbai 400 021

Tel: +91 22 4322 1212 | Fax: +91 22 2285 0785

Email: [email protected]

Investor Grievance Email: [email protected]

Website: www.idbicapital.com

Contact Person: Mr. Keyur Desai

SEBI Registration No.: INM000010866

Bigshare Services Private Limited

E/2, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (East) ,Mumbai-72

Tel: +91 22 404 30 200 | Fax: +91 22 2847 5207


Investor Grievance ID: [email protected]

Website: www.bigshareonline.com

Contact Person: Mr. Ashok Shetty

SEBI Registration No.: INR000001385

BID/ISSUE PROGRAMME*

BID/ISSUE OPENS ON: [], 2013** BID/ISSUE CLOSES ON: [], 2013**

*The Company may, in consultation with the BRLM, consider participation by Anchor Investors. The anchor investors shall bid on the Anchor Investor Bidding Date.

** The Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs, other than anchor investors, one Working Day prior to the

Bid/Issue Closing Date.

Contents

SECTION I – GENERAL ........................................................................................................................................ i DEFINITIONS AND ABBREVIATIONS ..................................................................................................................... i CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF

PRESENTATION .................................................................................................................................................. ix FORWARD-LOOKING STATEMENTS .................................................................................................................... x

SECTION II - RISK FACTORS .............................................................................................................................. xi SECTION III – INTRODUCTION .......................................................................................................................... 1

SUMMARY OF INDUSTRY .................................................................................................................................... 1 SUMMARY OF BUSINESS ..................................................................................................................................... 4 SUMMARY FINANCIAL INFORMATION ............................................................................................................... 7 THE ISSUE .......................................................................................................................................................... 14 GENERAL INFORMATION .................................................................................................................................. 15 CAPITAL STRUCTURE ......................................................................................................................................... 24 OBJECTS OF THE ISSUE ...................................................................................................................................... 39 BASIS FOR ISSUE PRICE ..................................................................................................................................... 45 STATEMENT OF TAX BENEFITS .......................................................................................................................... 48

SECTION IV- ABOUT US .................................................................................................................................. 58 INDUSTRY OVERVIEW ....................................................................................................................................... 58 OUR BUSINESS .................................................................................................................................................. 67 REGULATIONS AND POLICIES IN INDIA ............................................................................................................. 76 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................ 83 OUR MANAGEMENT ......................................................................................................................................... 88 OUR PROMOTERS AND GROUP ENTITIES ....................................................................................................... 100 DIVIDEND POLICY ............................................................................................................................................ 123

SECTION V – FINANCIAL INFORMATION ....................................................................................................... 124 FINANCIAL STATEMENTS ................................................................................................................................ 124 FINANCIAL INDEBTEDNESS ............................................................................................................................. 195 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .. 199

SECTION VI – LEGAL AND OTHER INFORMATION ......................................................................................... 225 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ....................................................................... 225 GOVERNMENT AND OTHER APPROVALS ........................................................................................................ 232 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 236

SECTION VII – ISSUE RELATED INFORMATION .............................................................................................. 245 ISSUE STRUCTURE ........................................................................................................................................... 245 TERMS OF THE ISSUE ...................................................................................................................................... 252 ISSUE PROCEDURE .......................................................................................................................................... 257

SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY ................................. 300 SECTION IX – OTHER INFORMATION ............................................................................................................ 341

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................ 341 DECLARATION ................................................................................................................................................. 343 ANNEXURE I .................................................................................................................................................... 344

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SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise requires, in the Draft Red Herring Prospectus, all references to “MobME”, “Issuer”,

“we”, “us”, “our”, “our Company”, as described in the Draft Red Herring Prospectus are to MobME Wireless Solutions

Limited.

Company Related Terms

Term Description

“Our Company” or “the

Company” or to “MobME”

or “we” or “us” or “our”

Unless the context otherwise requires, refers to MobME Wireless Solutions Limited, as

described in the Draft Red Herring Prospectus having its Registered Office at 41/3197,

Fourth Floor, Bhagheeratha Square, Banerji Road, Kacherippady, Kochi 682018, India

AoA/Articles/Articles of

Association

Articles of Association of our Company, as amended from time to time, unless the

context otherwise specifies

Audit Committee The audit committee of the Board. For details, please see “Our Management” on page 88

of the Draft Red Herring Prospectus

Auditor or Statutory

Auditor The statutory auditor of our Company, Sivaprasad and Associates, Chartered Accountants

Board/Board of Directors The board of directors of our Company or a committee constituted thereof, unless the

context otherwise specifies

Director(s) Unless the context requires otherwise, the director(s) on our Board.

Equity Shares Equity shares of our Company of face value of `10 each, fully paid up, unless otherwise

specified in the context thereof

Group Companies

Companies, firms and ventures promoted by our Promoters, irrespective of whether such

entities are covered under section 370(1)(B) of the Companies Act, for details on group

companies please see the chapter titled “Our Promoters and Group Entities” beginning

on page 100 of the Draft Red Herring Prospectus

Key Management

Personnel/KMP Key management personnel of the Company as per the SEBI ICDR Regulations

Memorandum /

Memorandum of

Association /MoA

The memorandum of association of our Company, unless the context otherwise specified

Promoters

The promoters of our Company, i.e. Mr. Sanjay Vijayakumar, Mr. Sony Joy, Mr. Vivek

Steve Francis And Mr. Thomas Jose Pattara. For details, please see “Our Promoters and

Group Entities” beginning on page 100 of the Draft Red Herring Prospectus

Promoter Group

Unless the context otherwise requires, refers to such persons and entities constituting

the promoter group of our Company in terms of Regulation 2(1)(zb) of the SEBI ICDR

Regulations and disclosed in the section “Our Promoters and Group Entities” on page 100

of the Draft Red Herring Prospectus

Registered Office 41/3197, 4th

Floor, Bhagheeratha Square, Banerji Road, Kacherippady, Kochi 682018

Subsidiaries

The subsidiaries of the Company, namely Forward Media Private Limited and Getz

Shoppe & Exim Private Limited. For details, please see “History and Certain Corporate

Matters” on page 83 of the Draft Red Herring Prospectus

Issue Related Terms

Term Description

Allotment/Allot/Allotted Unless the context otherwise requires, means the allotment of Equity Shares pursuant to

this Issue to successful Bidders

Allotment Advice

The note or advice or intimation of Allotment, sent to each successful Bidder who has

been or is to be Allotted the Equity Shares after the Basis of Allotment has been

approved by the NSE.

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Term Description

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor A Qualified Institutional Buyer, who applies under the Anchor Investor Portion with a

minimum Bid of ` 100 million

Anchor Investor Bidding

Date

The date one Working Day prior to the Bid/Issue Opening Date on which Bids by Anchor

Investors shall be submitted and allocation to Anchor Investors shall be completed.

Anchor Investors are not permitted to withdraw their bids after the Anchor Investor

Bidding Date

Anchor Investor Issue

Price

The final price at which Equity Shares will be issued and Allotted to Anchor Investors

under the Anchor Investor Portion in terms of the Red Herring Prospectus and the

Prospectus, which price will be a price equal to or higher than the Issue Price but not

higher than the Cap Price. The Anchor Investor Issue Price will be decided by our

Company in consultation with the BRLM.

Anchor Investor Portion

Up to 30% of the QIB Portion, consisting of up to 100,800 Equity Shares, which may be

allocated to Anchor Investors, by our Company, in consultation with the BRLMs, on a

discretionary basis. One third of the Anchor Investor Portion shall be reserved for

domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds

at or above the Anchor Investor Issue Price.

Application Supported by

Blocked Amount/ASBA

An application, whether physical or electronic, used compulsorily by QIBs (except Anchor

Investors) and Non-Institutional Bidders and optionally by Retail Individual Bidders to

make a Bid authorizing a SCSB, either directly or through the Syndicate Members, to

block the Bid Amount in their specified bank account maintained with the SCSB

ASBA Account

Account maintained with a SCSB which will be blocked by such SCSB to the extent of the

appropriate Bid Amount in relation to a Bid by an ASBA Bidder, as specified in the Bid

Cum Application Form

ASBA Bidder(s) Prospective investors (other than Anchor Investors) in this Issue who intend to Bid/apply

through the ASBA process

Banker(s) to the

Issue/Escrow Collection

Bank(s)

The banks which are clearing members and registered with SEBI as Banker to the Issue

with whom the Escrow Account will be opened and in this case []

Basis of Allotment

The basis on which Equity Shares will be Allotted to Bidders under the Issue and which is

described under “Issue Procedure – Basis of Allotment” on page 290 of the Draft Red

Herring Prospectus

Bid cum Application Form The form used by a Bidder (including an ASBA Bidder) to make a Bid in terms of the Red

Herring Prospectus and which will be considered as an application for Allotment

Bid(s)

An indication to make an offer during the Bid/Issue Period by a Bidder, pursuant to

submission of Bid cum Application Form, or during the Anchor Investor Bid/Issue Period

by the Anchor Investors, to subscribe to the Equity Shares of our Company at a price

within the Price Band, including all revisions and modifications thereto

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and

payable by a Bidder on submission of a Bid in the Issue

Bid/Issue Closing Date

Except in relation to any Bids received from Anchor Investors, the date after which the

members of the Syndicate and the designated branches of the SCSBs shall not accept any

Bids for the Issue, which shall be the date notified in an English national newspaper, a

Hindi national newspaper and a Tamil newspaper, each with wide circulation, and in case

of any revision, the extended Bid/ Issue Closing Date also to be notified on the website

and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations

Bid/Issue Opening Date

Except in relation to any Bids received from Anchor Investors, the date on which the

Syndicate and the SCSBs shall start accepting Bids for the Issue, which shall be notified in

an English national daily newspaper, a Hindi national daily newspaper and a Malayalam

newspaper, each with wide circulation

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Term Description

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring

Prospectus and the Bid cum Application Form including an ASBA Bidder

Bid/Issue Period

Except in relation to Anchor Investors, the period between the Bid/Issue Opening Date

and the Bid/Issue Closing Date, inclusive of both days, during which prospective Bidders

and the ASBA Bidders can submit their Bids, including any revisions thereof

Bid Lot 300 Equity Shares

Book Building

Process/Method

The book building route as provided under Schedule XI of the SEBI ICDR Regulations, in

terms of which this Issue is being made

Broker Centre Locations where Bid cum Application Form can be submitted and which are part of the

nationwide broker network of the Stock Exchange and where there is a presence of the

brokers’ terminals, an updated list of which is available on the website of the Stock

Exchange.

BRLM/Book Running Lead

Manager

Book running lead manager to the Issue, in this case being IDBI Capital Market Services

Limited

Business Day Any day on which commercial banks in Mumbai are open for business

CAN/Confirmation

Allocation Note

The note or advice or intimation of Allocation of Equity Shares sent to Anchor Investors

who have been Allocated Equity Shares after the Anchor Investor Bid Period and after

the discovery of the Anchor Investor Issue Price

Cap Price The higher end of the Price Band above which the Issue Price will not be finalized and

above which no Bids will be accepted

Client ID Client identification number of the Bidder’s beneficiary account

Controlling Branch

Such branches of the SCSBs which coordinate under this Issue by the ASBA Bidders with

the BRLM, the Registrar to the Issue and the Stock Exchange, a list of which is available at

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1355898148848.html updated from

time to time

Cut-off Price

Any price within the Price Band finalized by our Company in consultation with the Book

Running Lead Manager. A Bid submitted at Cut-Off Price is a valid price at all levels within

the Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price, for a

Bid Amount not exceeding `200,000. No other category of Bidders are entitled to Bid at

the Cut-off Price

Demographic Details The demographic details of the Bidders such as their address, occupation and bank

account details as maintained by their respective Depository Participants

Designated Branch

Such branches of the SCSBs which shall collect the Bid cum Application Form used by

ASBA Bidders and a list of which is available at http://www.sebi.gov.in/cms/

sebi_data/attachdocs/1355898148848.html updated from time to time

Designated Date

The date on which funds are transferred from the Escrow Account to the Issue Account

or the Refund Account, as appropriate, or the amount blocked by the SCSB is transferred

from the bank account of the ASBA Bidder to the Public Issue Account, as the case may

be, after the Draft Red Herring Prospectus is filed with the RoC, following which the

Board of Directors shall Allot Equity Shares to successful Bidders

Designated Stock

Exchange National Stock Exchange of India Limited

Draft Red Herring

Prospectus/DRHP

This draft red herring prospectus dated February 4, 2013 filed with the National Stock

Exchange of India Limited issued in accordance with Section 60B of the Companies Act

and the SEBI Regulations, which does not contain complete particulars of the Issue

Eligible NRIs

NRIs from jurisdictions outside India where it is not unlawful to make an issue or

invitation under the Issue and in relation to whom the Red Herring Prospectus

constitutes an invitation to subscribe to the Equity Shares offered herein

Escrow Account Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the

Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid

- iv -

Term Description

Escrow Agreement

Agreement to be entered into by our Company, the Registrar to the Issue, BRLM, the

Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts

and where applicable, refunds of the amounts collected to the Bidders on the terms and

conditions thereof

First/Sole Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision Form

Floor Price The lower end of the Price Band, at or above which the Issue Price will be finalized and

below which no Bids will be accepted, including revisions thereof

Issue This public issue of 705,600 Equity Shares at the Issue Price aggregating to `[] lacs by

our Company

Issue Agreement The agreement dated January 29, 2013 entered into between our Company and the

BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue

Issue Price

The final price at which the Equity Shares will be issued and allotted in terms of the Draft

Red Herring Prospectus. The Issue Price will be decided by our Company in consultation

with the Book Running Lead Manager on the Pricing Date

Issue Proceeds The gross proceeds of the Issue that would be available to our Company after the final

listing and trading approvals are received

Market Maker

IDBI Capital Market Services Limited will act as the market maker and has agreed to

receive or deliver the specified securities in the market making process for a period of

three years from the date of listing of our Equity Shares or for a period as may be

notified by amendment to SEBI ICDR Regulations

Market Maker

Reservation Portion 35,400 Equity Shares of face value of `10 each, reserved for the Market Maker

Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 11,700 Equity Shares

available for allocation to Mutual Funds, out of the QIB Portion

Net Issue The Issue less the number of the Equity Shares allocated to the Market Maker

Net Proceeds

The Issue Proceeds less the Issue related expenses. For further information about use of

the Issue Proceeds and the Issue expenses, see “Objects of the Issue” on page 39 of the

Draft Red Herring Prospectus

Net QIB Portion The QIB Portion less the number of the Equity Shares allocated to the Anchor Investors

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity

Shares for an amount more than ` 2 lacs (but not including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Issue being not less than 100,800 Equity Shares available for allocation

to Non-Institutional Bidders on a proportionate basis

Non-Resident Indian or

NRI/ Eligible NRI(s)

A person resident outside India, as defined under FEMA and includes a non-resident

Indian, A non-resident Indian, resident in a jurisdiction outside India where it is not

unlawful to make an offer or invitation under the Issue and in relation to whom the Red

Herring Prospectus constitutes an invitation to subscribe for the Equity Shares

Pay-in-Period For Bidder the period commencing on the Bid Opening Date and continuing till the Bid

Closing Date

NSE The National Stock Exchange of India Limited

Price Band

Price band of a minimum price (Floor Price) of `[] and the maximum price (Cap Price) of

`[] and includes revisions thereof, with the relevant financial ratios calculated at the

Floor Price and at the Cap Price. The Price Band and the minimum Bid lot size for the

Issue will be advertised at least five working days prior to the Bid/ Issue Opening Date, in

an English daily national newspaper, a Hindi daily national newspaper and a Malayalam

newspaper each with wide circulation

Pricing Date The date on which our Company in consultation with the BRLM finalizes the Issue Price

Prospectus The Prospectus to be filed with the RoC in accordance with Section 60 of the Companies

- v -

Term Description

Act, containing, inter alia, the Issue Price that is determined at the end of the Book

Building process, the size of the Issue and certain other information

Public Issue Account

The bank account opened under Section 73 of the Companies Act with the Banker to the

Issue to receive money from the Escrow Accounts on the Designated Date and where the

funds transferred by the SCSBs from the ASBA Accounts shall be received

Qualified Foreign

Investors or QFIs / Eligible

QFI(s)

Non-resident investors, other than SEBI registered FIIs or sub-accounts or SEBI registered

FVCIs, who meet ‘know your client’ requirements prescribed by SEBI and are resident in

a country which is (i) a member of Financial Action Task Force or a member of a group

which is a member of Financial Action Task Force; and (ii) a signatory to the International

Organisation of Securities Commission’s Multilateral Memorandum of Understanding or

a signatory of a bilateral memorandum of understanding with SEBI.

Provided that such non-resident investor shall not be resident in a country which is listed

in the public statements issued by Financial Action Task Force from time to time on: (i)

jurisdictions having a strategic anti-money laundering/combating the financing of

terrorism deficiencies to which counter measures apply; and (ii) jurisdictions that have

not made sufficient progress in addressing the deficiencies or have not committed to an

action plan developed with the Financial Action Task Force to address the deficiencies.

QIB Portion The portion of the Issue, being 50% of the Net Issue or 335,100 Equity Shares, available

for allocation to QIBs on a proportionate basis (including Anchor Investors)

Qualified Institutional

Buyers or QIBs

Public financial institutions as specified in Section 4A of the Companies Act, scheduled

commercial banks, mutual fund registered with SEBI, FII and sub account registered with

SEBI, other than a Sub-Account which is a foreign corporate or foreign individual,

multilateral and bilateral development financial institution, VCF, FVCIs, state industrial

development corporation, insurance company registered with Insurance Development

Regulatory Authority, provident fund with minimum corpus of `250 million, pension fund

with minimum corpus of `250 million and National Investment Fund set up by

Government of India and insurance funds set up and managed by army, navy or air force

of the Union of India and the insurance funds set up and managed by the Department of

Posts, India

Red Herring Prospectus

The red herring prospectus issued in accordance with Section 60B of the Companies Act,

which does not have complete particulars of the price at which the Equity Shares are

offered and the size of the Issue. The Red Herring Prospectus is to be filed with the RoC

at least three days before the Bid/Issue Opening Date and will become a Prospectus

upon filing with the RoC after the Pricing Date

Refund Account The account opened with Escrow Collection Bank(s), from which refunds (excluding to

the ASBA Bidders), if any, of the whole or part of the Bid Amount shall be made

Refund Bank []

Refunds through

electronic transfer of

funds

Refunds through electronic transfer of funds means refunds through ECS / NECS, Direct

Credit, NEFT, RTGS or the ASBA process, as applicable

Registrar to the Issue Registrar to this Issue, in this case being Bigshare Services Private Limited

Retail Individual

Bidders/Retail Investors

Individual investors who have applied for Equity Shares for an amount not more than `2

lacs (including HUFs applying through their Karta)

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in

any of their Bid cum Application Forms or any previous Revision Form(s)

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 as amended from time to time

Self-Certified Syndicate

Banks/SCSBs

The banks which are registered with SEBI under the SEBI (Bankers to an Issue)

Regulations, 1994 and offer services of ASBA, including blocking of an ASBA account in

accordance with SEBI ICDR Regulations, a list of which is available on

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Term Description

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1355898148848.html or any such

other webpage as may be prescribed by SEBI from time to time

SME Equity Listing

Agreement

The equity listing agreement entered into by our Company with the Designated Stock

Exchange, including all amendments made thereto from time to time

SME Platform of NSE

The SME Platform of NSE which was approved by SEBI as an SME Exchange on October

14, 2011 for listing of equity shares offered under Chapter XB of the SEBI ICDR

Regulations

Stock Exchange The NSE

Sub Syndicate Member A SEBI Registered member of NSE appointed by the BRLM and / or Syndicate Member to

act as a Sub Syndicate Member in the Issue

Syndicate Includes the BRLM, Syndicate Members and Sub-Syndicate Members

Syndicate Members IDBI Capital Market Services Limited and []

Syndicate Agreement The agreement dated [] entered into among our Company, the BRLM and the Syndicate

Members, in relation to the collection of Bids in this Issue

Syndicate ASBA Bidding

Locations

Bidding Centres where an ASBA Bidder can submit their Bid in accordance with

applicable laws.

Transaction Registration

Slip/TRS

The slip or document issued by member of the Syndicate or the SCSB, as the case may

be, to the Bidder as proof of registration of the Bid

Underwriters []

Underwriting Agreement The agreement among the Underwriters and our Company to be entered into on or after

the Pricing Date

Working Day(s)

All days other than a Sunday or a public holiday (except during the Bid/Issue Period

where a working day means all days other than a Saturday, Sunday or a public holiday),

on which commercial banks in Mumbai are open for business

Technical/Industry Related Terms /Abbreviations

Term Description

Crypto SIM Card A Java based SIM card with cryptographic capabilities

Consumer VAS Consumer division of the VAS segment

Enterprise Solution Enterprise solution segment of our Company

GSMA A worldwide association of mobile operators and related support companies

ID Server Identity Server used in the Mobile Digital Signature service delivery mechanism

M-Governance Mobile Governance

Messaging Server Messaging server used for SMS delivery

Mobile Digital Signature A digital signature on mobile phone

Mobile Express Mobile Digital Signature Solution product of our Company

NDNC Registry National Do not Call registry

Network VAS Network VAS division of VAS

Picture Post Airtel picture post

PIN Personal identification number

R&D Research & Development

SD Card(s) Secure Digital Card(s)

Secure Elements Encrypted tamper proof smart card chip

Signature Server Signature server used for generating Mobile Digital Signature

- vii -

Term Description

SIM Subscriber Identity Module

SMS Short Messaging Service

TSP Telecom Service Provider

USB Universal Serial Bus

USSD Unstructured Supplementary Service Data

VAS Value added services segment of our Company

Valimo Valimo Wireless Oy

Conventional and General Terms/ Abbreviations

Term Description

Act or Companies Act The Companies Act, 1956, as amended from time to time

AGM Annual general meeting

AS Accounting Standards

AY Assessment Year

BAN Bank Account Number

BPLR Bank Prime Lending Rate

BIFR Board for Industrial and Financial Reconstruction

CAGR Compounded Annual Growth Rate

CIN Corporate Identification Number

CDSL Central Depository Services (India) Limited

Depositories NSDL and CDSL

Depositories Act The Depositories Act, 1996 as amended from time to time

DP/Depository Participant A depository participant as defined under the Depositories Act, 1996

DP ID Depository Participant’s Identity

EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation

ECS Electronic Clearing Service

EGM Extraordinary General Meeting

EPS Earnings Per Share i.e., profit after tax for a Financial year divided by the weighted

average outstanding number of Equity Shares at the end of that Financial year

FBT Fringe Benefit Tax

FCNR Foreign Currency Non-Resident

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, as amended, together with rules and

regulations thereunder

FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations 2000

and amendments thereto

FII Foreign institutional investors (as defined under the Securities and Exchange Board of

India (Foreign Institutional Investors) Regulations, 1995) registered with SEBI

Financial Year/Fiscal/FY Period of twelve months ended March 31 of that particular year, unless otherwise stated

FPO Follow on Public Offer

FVCI Foreign Venture Capital Investors under the Securities and Exchange Board of India

(Foreign Venture Capital Investor) Regulations, 2000

GDP Gross Domestic Product

GIR General Index Register

GoI/Government/Central

Government Government of India

HUF Hindu Undivided Family

ICAI Institute of Chartered Accountants of India

- viii -

Term Description

IFRS International Financial Reporting Standards

Indian GAAP Generally Accepted Accounting Principles in India

IPO Initial Public Offering

MAT Minimum Alternative Tax

MCA Ministry of Corporate Affairs

N.A. Not applicable

NAV

Net Asset Value being paid up equity share capital plus free reserves (excluding reserves

created out of revaluation) less deferred expenditure not written off (including

miscellaneous expenses not written off) and debit balance of Profit and Loss account,

divided by number of issued Equity Shares

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

NR Non Resident

NRE Non Resident External

NRO Non Resident Ordinary

NSDL National Securities Depository Limited

OCB/Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or indirectly to

the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of

beneficial interest is irrevocably held by NRIs directly or indirectly and which was in

existence on October 3, 2003 and immediately before such date had taken benefits

under the general permission granted to OCBs under the FEMA. OCBs are not permitted

to invest in the Issue, except with the specific permission of the RBI

p.a. Per annum

PAN Permanent Account Number allotted under the Income Tax Act, 1961

PAT Profit after tax

RBI The Reserve Bank of India

RoC Registrar of Companies, Kerala at Ernakulam

` Indian Rupees

RTGS Real Time Gross Settlement

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Takeover Regulations Securities and Exchange Board of India Act (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

State Government The government of a state of the Union of India

SME Small and medium enterprise

Technology Development

Board / TDB

Technology Development Board as defined under the Technology Development Board

Act, 1995

US GAAP Generally Accepted Accounting Principles in United States of America

VCF Venture capital funds as defined in and registered with SEBI under the SEBI (Venture

Capital Fund) Regulations, 1996

WDV Method Written Down Value Method for calculation of depreciation

The words and expression used but not defined in this Draft Red Herring Prospectus will have the same meaning as

assigned to such terms under the Companies Act, SEBI Act, the SCRA, the Depositories Act and the rules and

regulations made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of Articles of Association of our Company”, “Statement of

Tax Benefits”, “Regulations and Policies in India” and “Financial Statements” on pages 300, 48, 76 and 124,

respectively, shall have the meanings given to such terms in these respective sections

- ix -

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references to “India” in the Draft Red Herring

Prospectus are to the Republic of India, together with its territories and possessions.

Financial Data

Unless stated otherwise, the financial data in the Draft Red Herring Prospectus is derived from our restated

unconsolidated and consolidated financial statements in accordance with Indian GAAP and the Companies Act, and

restated in accordance with the SEBI ICDR Regulations and Indian GAAP which are included in the Draft Red Herring

Prospectus, and set out in “Financial Information” on page 124 of the Draft Red Herring Prospectus. Our Company’s

financial year commences on April 1 and ends on March 31 of the next year, so all references to a particular Fiscal Year

or Financial Year or FY are to the twelve-month period ended March 31 of that year.

In the Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts

listed are due to rounding off.

We prepare our financial statements in accordance with Indian GAAP, which differs in certain material respects from

IFRS and U.S. GAAP. Accordingly, the degree to which the Indian GAAP financial statements included in this DRHP will

provide meaningful information is entirely dependent on the reader’s level of familiarity with the Companies Act,

Indian GAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices on

the financial disclosures presented in the Draft Red Herring Prospectus should accordingly be limited. We have not

attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in the DRHP, nor do we provide a

reconciliation of our financial statements to those under U.S. GAAP or IFRS and we urge you to consult your own

advisors regarding such differences and their impact on our financial data. For details in connection with risks

involving difference between Indian GAAP and IFRS, please see “Risk Factors- significant differences exist between

Indian GAAP used throughout our Company’s financial information and other accounting principles, such as U.S. GAAP

and IFRS, with which investors may be more familiar” on page xxiii of the Draft Red Herring Prospectus.

Currency of Presentation

All references to “Rupees” or “`” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

Industry and Market Data

Unless stated otherwise, industry and market data used throughout the Draft Red Herring Prospectus has been

obtained from publications (including websites) available in public domain and our internal reports. These industry

publications generally state that the information contained in those publications has been obtained from sources

believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be

assured. Although we believe market data used in the Draft Red Herring Prospectus is reliable, neither we nor the

BRLM has independently verified such information or ascertained the underlying economic assumptions contained

therein. The data used from these sources may have been reclassified by us for purposes of presentation. Data from

various market sources may not be comparable. The extent to which the market and industry data is presented in the

Draft Red Herring Prospectus is meaningful depends upon the reader's familiarity with and understanding of the

methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in

which we conduct our business, and methodologies and assumptions may vary widely among different market and

industry sources.

- x -

FORWARD-LOOKING STATEMENTS

All statements contained in the Draft Red Herring Prospectus that are not statements of historical fact constitute

“forward looking statements”. All statements regarding our expected financial condition and results of operations,

business, plans and prospects are forward-looking statements. These forward looking statements include statements

as to our business strategy, our revenue and profitability, planned projects and other matters discussed in the Draft

Red Herring Prospectus regarding matters that are not historical facts. These forward looking statements and any

other projections contained in the Draft Red Herring Prospectus (whether made by us or any third party) are

predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results,

performance or achievements to be materially different from any future results, performance or achievements

expressed or implied by such forward looking statements or other projections.

These forward looking statements generally can be identified by words or phrases such as “aim”, “anticipate”,

“believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue”

or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or

goals are also forward looking statements. All forward looking statements are subject to risks, uncertainties and

assumptions about us that could cause actual results and property valuations to differ materially from those

contemplated by the relevant statement.

Actual results may differ materially from those suggested by the forward looking statements due to risks or

uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to

the industries in India in which we have our businesses and our ability to respond to them, our ability to successfully

implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general

economic and political conditions in India and which have an impact on our business activities or investments, the

monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange

rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in

domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could cause

actual results to differ materially from our expectations include, among others:

Our ability to successfully implement our strategy, growth and expansion plans

Changes in government policies and regulatory actions that apply to or affect our business

Inability to adequately keep up pace with rapid changes in information technology, industry standards and

customer preference, which may adversely impact our competitiveness

Developments affecting the Indian economy

For further discussion of factors that could cause our actual results to differ from our expectations, see “Risk Factors”,

“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on

pages xi, 67 and 199 of the Draft Red Herring Prospectus respectively.

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually

occurs in the future. As a result, actual future gains or losses could materially differ from those that have been

estimated. Forward looking statements speak only as of the date of the Draft Red Herring Prospectus. Neither our

Company, our Directors and officers, the Book Running Lead Manager or any of the members of the Syndicate nor any

of their respective affiliates has any obligation to, and do not intend to, update or otherwise revise any statements

reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the

underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the Book

Running Lead Manager will ensure that investors in India are informed of material developments until the time of the

grant of listing and trading approvals by the Stock Exchange.

- xi -

SECTION II - RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information in this

Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in

our Equity Shares. To obtain a complete understanding of our Company, you should read this section in conjunction

with “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on

pages 67 and 199 of the Draft Red Herring Prospectus respectively as well as the other financial and statistical

information contained in this Draft Red Herring Prospectus. The risks and uncertainties described in this section are not

the only risks and uncertainties we currently face. Additional risks and uncertainties not known to our Company or that

we currently deem immaterial may also have an adverse effect on our business, financial condition and results of

operations. If any of the following risks, or other risks that are not currently known or are now deemed immaterial,

actually occur, our business, financial condition and results of operations could suffer, the price of our Equity Shares

could decline, and you may lose all or part of your investment. The financial and other related implications of risks

concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risks

where the effect is not quantifiable and hence has not been disclosed in the applicable risk factors.

Unless otherwise stated, the financial information used in this section is derived from our restated and audited

consolidated financial statements prepared under Indian GAAP. For further details see “Financial Statements” on page

124 of the Draft Red Herring Prospectus.

INTERNAL RISKS

Risks relating to our Business

1. Our Promoters and our Group Companies are involved in a number of legal and regulatory proceedings and any

adverse decision in such proceedings may have a material adverse effect on our business, result of operations

and financial condition

There are certain outstanding legal proceedings against our Promoters and our Group Companies pending at various

levels of adjudication before various courts, tribunals, authorities and appellate bodies in India. Should any new

developments arise, such as change in applicable laws or rulings against our Company by the appellate courts or

tribunals, we may need to make provisions in our financial statements, which may increase our expenses and current

liabilities. We cannot give you any assurance that these legal proceedings will be decided in our favour. Any adverse

outcome may have a significant effect on our business and financial condition and our results of operations. Details of

the proceedings that have been initiated against our Promoters and our Group Companies and the amounts claimed

against our Company in these proceedings, to the extent ascertainable, are set forth below:

Litigation against our Promoters:

Sr. No. Nature of the litigation Number of outstanding

litigations

Aggregate amount involved

( ` in lacs)

1. Tax proceedings 3 121.94

2. Criminal Proceedings 1 N.A

Total 4 121.94

Litigation against our Group Companies:

Sr. No. Nature of the litigation Number of outstanding litigations Aggregate amount involved

( ` in lacs)

1. Tax proceedings 2 12.25

Total 2 12.25

For further details of the legal proceedings, please see “Outstanding Litigation and Material Developments” on page


- xii -

2. One of our Subsidiaries and several of our Group Companies have incurred losses during the last three Financial

years, which may adversely affect our results of operations.

For the Financial year ending March 31, 2012, one of our Subsidiaries Forward Media Private Limited has incurred

losses of `31.20 lacs. In the event that the aforementioned Subsidiary continues to incur losses or if our other

Subsidiary incurs losses, our Company’s consolidated results of operations and financial condition will be adversely

affected.

Further, several of our Group Companies have incurred losses during the last three financial years, immediately

preceding the date of filing of the Draft Red Herring Prospectus. For details of profits/ (losses) after tax of these

companies in the preceding three Financial years please see “Group Companies - Loss making Group Companies” on

page 119 of the Draft Red Herring Prospectus. There is no assurance that our subsidiaries or any of our Group

Companies will not incur losses in future periods or that there will not be an adverse effect on our Company's

reputation or business as a result of such losses.

3. We intend to utilize majority of the Issue proceeds for deployment of Mobile Digital Signature technology but

due to our lack of experience in this technology and other variables, we are susceptible to various risks which

may adversely affect our business, financials and result of operations.

Majority of the Issue Proceeds will be utilised for deploying Mobile Digital Signature technology for our customers.

Our Company has no prior experience in implementing this technology and has not derived any revenues through this

technology in the past years. Our lack of experience in this technology may, inter alia, reduce our ability to

successfully implement this technology in India for our customers. Our Company expects the competition to intensify

in the Mobile Digital Signature technology segment in India and there may also be increasing competition from global

players. Further, competing technologies may make the adoption of the Mobile Digital Signature technology difficult.

Therefore, our success of implementing the Mobile Digital Signature technology in India depends on a variety of

factors and our ability to manage risks such as technology, business and financial risks. If such risks materialize, this

may adversely affect our business, financials and result of operations.

4. We require several registrations, licenses and approvals for carrying out our business. If our Company is unable

to obtain the required registrations, licenses and approvals in a timely manner or at all, this may adversely

affect our results of operations.

Our Company requires a number of approvals, licenses, registrations and permits for developing and operating our

business. If we fail to obtain new or retain any applicable approvals, licenses, registrations and permits, or renewals

thereof, in a timely manner or at all, it could affect our business, results of operations and financial condition.

5. There has been a delay in filing of certain forms with the RoC. Though the same have been filed along with

additional fees, there is a possibility that action may be taken against our Company in future by the RoC. In the

event an adverse action is taken by the RoC, our business, financial condition and results of operations could be

adversely affected.

There has been a delay in filing of the following forms with the RoC:

Details of form Nature Due date Date of filing

Form 2 Return of allotment February 2, 2008 February 13, 2008

Form 2 Return of allotment February 15, 2008 February 27, 2008

Form 2 Return of allotment March 3, 2008 March 17, 2008

Form 2 Return of allotment April 15, 2010 December 2, 2010

Form 2 Return of allotment* May 26, 2012 November 30, 2012

Form 32 For appointment of Mr. George Brody and

Mr. Sony Joy as additional Directors April 20, 2008 May 17, 2008

Form 32 For change in designation of Mr. Sanjay

Vijayakumar and Mr. Sony Joy May 1, 2010 April 12, 2012

Form 8 For creation of charge August 30, 2012 September 7, 2012

- xiii -

* Our Company had made an allotment of 400,000 Equity Shares comprising of 270,146 Equity Shares to three of our

promoters and 129,854 Equity Shares to some of our employees on April 27, 2012 at a price of ` 10 per Equity Share

for consideration otherwise than for cash. Subsequently, through a special resolution passed in the EGM on December

31, 2012, our Company has, based on the Auditor’s view, re-characterized the allotment of 270,146 Equity Shares for

consideration otherwise than in cash at a price of ` 10 per Equity Share and the allotment price of 129,854 Equity

Shares to ` 42.73 per Equity Shares, being the fair value based on the valuation report obtained by our Company.

Consequently, our Company filed the requisite form 23 with the RoC on February 7, 2013. The filing of the said form

was delayed due to technical problems on the e-filing website www.mca.gov.in/mca21. For further details, see “Capital

Structure” on page 24 of the Draft Red Herring Prospectus.

Although the forms as tabulated above have been filed along with the requisite additional fees for late filing of these

forms, it does not absolve our Company from penalty which the RoC may impose for the said late filing in the future. If

the RoC imposes penalties on our Company, it may harm our reputation and consequently, our business, financial

condition and results of operations could be adversely affected.

6. We have experienced negative cash flows in the past and any negative cash flows in the future could adversely

affect our financial conditions and results of operations.

We have experienced negative cash flows on an unconsolidated basis in the recent past, the details of which are as

follows:

(` in lacs)

Particulars

Six months period

ending September

30, 2012

For the Financial year ending on

March 31,

2012

March 31,

2011

March 31,

2010

Net cash from/(used in) operating activities 44.26 (11.50) 331.80 40.51

Net cash from/(used in) investing activities (121.36) (142.64) (173.52) (63.54)

Net cash from/(used in) financing activities 85.84 214.03 4.85 62.31

Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially

impact our ability to operate our business and implement our growth plans. If our Company experiences negative cash

flows in the future, this may have a material adverse effect on our business, results of operations and financial

condition. For further details, please see “Financial Statements” and “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” on page 124 and page 199 of the Draft Red Herring Prospectus

respectively.

7. Our Statutory Auditor in its audit report has made certain qualifications and thus our financial statements may

not present an accurate estimate of our financial position or performance.

Our Statutory Auditor in its audit report for the Financial year ending March 31, 2012 has made certain qualifications

which were not given effect to in our restated financial information. The extract in relevant part of the qualifications is

as follows:

“Attention drawn to Notes No-2.37 regarding entering into transactions with parties covered u/s. 297 of the

Companies Act, 1956 without obtaining prior permission from the central government, the effect of the same is not

ascertainable.”

“In our opinion and according to the information and explanations given to us, the transactions made in pursuance of

contracts or arrangements entered in the Registers maintained under Section 301 and exceeding the value of five lakhs

rupees in respect of any party during the year have been made at prices which are reasonable having regard to

prevailing market prices at the relevant time. However, the company has not obtained prior permission from the

Central Government for the same. The company is in the process of filing application before the Company Law Board

for regularizing the same.”

We cannot assure you that these qualifications will not have a material adverse effect on our result of operations and

financial condition.

- xiv -

8. We have issued Equity Shares during the last one year at a price which is lower than the Issue Price.

Our Company has, in the last twelve months prior to filing this Draft Red Hearing Prospectus, issued Equity Shares at a

price that could be lower than the Issue Price. The price at which these Equity Shares have been issued in the last one

year is not indicative of the price at which further Equity Shares will be issued or traded. For further details regarding

such issuances of equity shares see “Capital Structure” on page 24 of the Draft Red Herring Prospectus.

9. Our Company has entered into an exclusive license agreement and also a services agreement with Valimo

Wireless Oy for use of Mobile Digital Signature technology. If we are unable to adhere to the terms of these

agreements or fail in paying the requisite fees, Valimo Wireless Oy can terminate these agreements which

could adversely affect our business strategy, financial conditions and results of operations.

Valimo Wireless Oy, a Finnish company has developed a Mobile Digital Signature technology. Our Company has

entered into an exclusive license agreement dated August 8, 2012 with Valimo Wireless Oy for three years for use of

this technology. Further, our Company has also entered into a services agreement dated August 8, 2012 with Valimo

Wireless Oy for maintenance services and support services for the said technology. The license agreement and the

service agreement are both valid until August 7, 2015 and there is no guarantee that it will be renewed on terms

acceptable to our Company. Under the terms of these agreements, our Company is required to pay fees to Valimo

Wireless Oy. If we are unable to make the requisite payment of fees under the said agreements, Valimo Wireless Oy

can terminate the agreements. Further, we or Valimo Wireless Oy are entitled to terminate the agreements with

immediate effect upon specified grounds. These agreements are important to our strategy of creating a mobile

identity ecosystem through Mobile Express which will be critical to our operations going forward. Further, one of the

objects of the Issue is to pay fees due to Valimo Wireless Oy pursuant to these agreements and for use of its Mobile

Digital Signature technology. If we are unable to adhere to the terms of these agreements or fail in paying the

requisite fees, Valimo Wireless Oy can terminate these agreements which could adversely affect our business

strategy, financial conditions and results of operations.For further details, see “Objects of the Issue” on page 39 of the

Draft Red Herring Prospectus.

10. We have given unsecured advances to related parties that give us lower yields which may affect our results of

operations.

Our Company has given unsecured loans of ` 53.03 lacs and ` 135.50 lacs at zero percent interest rate to our

Subsidiaries viz. Forward Media Private Limited and Getz Shoppe &Exim Private Limited respectively. The surplus

funds utilised for this might have given us better yields had we invested it at market rate. Further, this is an

investment in unsecured debt instruments carrying interest rates lower than the market value, which could adversely

affect our business, results of operations and financial condition.For further details, see “Financial Indebtedness” on

page 195 of the Draft Red Herring Prospectus.

11. Several of our Company’s products and services sold to TSPs are based on per-transaction pricing basis or on a

revenue share basis. These do not provide a guaranteed amount of revenue which could adversely affect our

results of operations and financial condition.

Several of our Company’s products and services sold to TSPs are on a per-transaction basis or on a revenue share

basis, rather than on a license fee basis. The sale of products and services on a per transaction basis does not provide

a guaranteed amount of revenue unlike the sale of such products and services on a license fee basis. In addition, our

Company installs specialized equipment at the place of operation of the relevant TSPs and if the sales from our

products and services sold on a per-transaction basis are lower than required to recoup our capital expenditure and

operating expenditure for such products, services and equipment, our Company’s results of operations and financial

condition could be adversely affected. For further details, see “Our Business” on page 67 of the Draft Red Herring

Prospectus.

12. Some of the terms of the agreements entered into with the TSPs have certain onerous conditions, which could

result in circumstances that could adversely affect our business, results of operations and financial condition.

Most of our agreements with the TSPs are for tenure ranging between one to two years wherein the TSPs have the

option of not renewing the agreements upon their expiry. Further, these agreements give TSPs the right of unilateral

- xv -

termination. Moreover, some of the agreements with the TSPs require our Company to provide specific products and

services on an exclusive basis. As a result, these circumstances could adversely affect our business, results of

operations and financial condition.For further details, also see risk factor titled “Several of our Company’s products

and services sold to TSPs are based on per-transaction pricing basis or on a revenue share basis, which do not provide a

guaranteed amount of revenue and could adversely affect our results of operations and financial condition” on page

xiv of the Draft Red Herring Prospectus.

13. The liability arising from Customer Preference Regulations, 2010 issued by TRAI in the context of the national

do not call (“NDNC”) registry, could adversely affect our business, results of operations and financial condition.

As part of our VAS business, one of the services we provide is telemarketing services for TSPs and corporates. The TRAI

has issued the Customer Preference Regulations, 2010 which provides inter alia that if subscribers to TSPs’ services do

not wish to receive unsolicited commercial communication on their telephones, it will be the TSPs’ responsibility to

register its subscribers’ numbers with the NDNC registry. Therefore, telemarketers, like our Company, can call only

those numbers that do not appear on the NDNC registry since TRAI may levy penalties on telemarketers which may

include a monetary penalty.

On continuous default, such telemarketer is black listed and if the name of such telemarketer continues to be black

listed for a period of two years, then the registration of the telemarketer is cancelled by TRAI under the provisions of

the Customer Preference Regulations, 2010. Though our Company has a process in place which monitors compliance

with the Customer Preference Regulations, 2010 there may be an event in which our Company is found to be in

violation of the Customer Preference Regulations, 2010. If such an event occurs, our business, results of operations

and financial condition could be adversely affected. For further details, see “Regulations and Policies in India” on page


14. Our Company’s agreements with TSP for services do not obligate them to market or promote our products and

services to their subscribers, which could adversely affect our results of operations and financial condition.

Our agreements for products and services with the TSPs do not obligate them to market or promote any of our

products or services to their subscribers, including new products and services that are offered to existing subscribers

from time to time. Without the appropriate marketing and promotion of the services that our Company provides

through the TSPs, their subscribers may not be aware of, or may cease to use or decrease usage of, our products and

services. If the TSPs display our products and services less prominently or our products and services are less accessible

to their subscribers, our products and services would become more difficult for subscribers to discover and access and

could, therefore, result in a decline in sales of our products and services. This could adversely affect the income

generated from our products and services, and thus our overall results of operations and financial condition.

15. Our Company operates in a competitive business environment. Competition from existing players and new

entrants and consequent competitive pressures may adversely affect our business, financial condition and

results of operations.

Our Company operates in a competitive business environment. Growing competition from existing players and new

entrants in the market we operate may have a material adverse effect on our revenues. We presently compete with

various companies, including OnMobile Global Limited, One97Communications Limited and Spice Digital Limited. Also

some of our competitors may also be able to quickly replicate our products and services. Such replicated services and

products would compete with our products and services. Competition with replications of our services and products

could have an adverse effect on our results of operations.

Further, some of our competitors have greater experience in various facets of the business as compared to us and

may be able to develop or acquire technology or partner with innovators or customers at terms which are not

presently feasible for us due to our current scale of operations. Our company may be unable to compete with such

companies for complex, high-value contracts as well as contracts and tenders that are of comparatively lesser value.

There can be no assurance that our Company can continue to effectively compete with our competitors in the future,

and failure to compete effectively may have an adverse effect on our business, financial condition and results of

operations. For further details on our competition, please see “Our Business” on page 67 of the Draft Red Herring

Prospectus.

- xvi -

16. We may not be able to keep pace with the rapid changes in information technology, industry standards and

customer preference, which may adversely impact our competitiveness affecting our results of operation and

financial conditions.

The industry in which we operate is characterised by rapid technological changes, evolving industry standards,

changing customer preferences and new product and service introductions. Our future success will depend on our

ability to anticipate these advances and develop new service offerings to meet customer needs. We may fail to

anticipate or respond to advances in technology or changes in customer preferences or industry standards in a timely

or cost-effective manner or, if we do respond, the technologies we develop may fail in the market. As an example, as

part of our strategy, we would also be investing a substantial portion of our Issue proceeds in the deployment of

Mobile Digital Signature technology in India and develop an ecosystem around it. The success of this depends on

various factors and would entail participation of various entities. In the event solutions or technologies that are

developed by our competitors prove to be better or find wider acceptance, this may render our solutions less

competitive or obsolete. Furthermore, our competitors may respond faster than we do to changes in technology,

industry standards and customer preferences. Any one or a combination of these circumstances could have a material

adverse effect on our ability to obtain and successfully complete customer requirements and thereby have a material

adverse effect on our competitiveness and adversely affect our business, financial condition and results of operations.

17. Failure to develop and introduce new products and services that achieve market acceptance could have an

adverse effect on our results of operations and financial condition.

Our business depends on developing and providing innovative products and services for our customers. Development

of new products and services is subject to unpredictable and volatile factors beyond our control, including customer

preferences and competition. Moreover, customer preferences are subject to rapid change, but we may not be able to

adapt rapidly to changes in their preferences. In addition, due to the competitive nature of the markets in which we

operate, we update various products on an on-going basis and release new versions from time to time. We need to

continuously invest in research and development to develop new and differentiated products and services for our

customers.

Our products and services could also be rapidly rendered obsolete by the introduction of newer technologies as

outlined in the risk factor titled “We may not be able to keep pace with the rapid changes in information technology,

industry standards and customer preference, which may adversely impact our competitiveness” on page xvi of the

Draft Red Herring Prospectus. Unexpected technical, operational, deployment, distribution or other problems could

delay or prevent the timely introduction of new products and services, which could result in a loss of market

opportunities. Our growth could also suffer if our products and services are not responsive to the needs of TSPs, the

technological advancements of mobile networks or the preferences of the subscribers. This change could impact our

addressable market, competition and our objective setting and strategies, as well as the need to consider risks to

achieve our set objectives. If any of such events were to occur, some or all of such products and services may not

provide adequate returns commensurate with our capital investments and it could have an adverse effect on our

results of operations and financial condition.

18. We cannot be sure that the products and services that we develop and create for our customers do not infringe

the intellectual property rights of third parties and infringement claims may be asserted against us or our

customers or business associates which may have an adverse effect on our business, financial condition and

results of operations.

We believe that our products and services do not infringe on the intellectual property rights of others. However, there

can be no assurance that infringement claims will not be asserted against us in the future. For example, we may be

unaware of intellectual property registrations or applications that purport to our products and services, which could

give rise to potential infringement claims against our Company. The parties making infringement claims may be able

to obtain an injunction to prevent our Company from delivering our products and services or using technology

containing the allegedly infringing intellectual property. These claims may harm our reputation, distract management,

increase costs and prevent us from offering some of our products and services to our customers.

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Subject to certain limitations, under our indemnity obligations to our customers, we may also have to provide refunds

to our customers to the extent that we must require them to cease using an infringing products and services, if we are

unable to provide an alternative solution or acquire a license to use of the infringing intellectual property that we had

provided to our customers. If we are obligated to make any such refunds or dedicate time to provide alternatives or

acquire a license to the infringing intellectual property, our business, financial condition and results of operations

could be adversely affected.

In addition, some of our agreements contain broad indemnity clauses in favour of our customers and therefore if any

third party infringement claims related to our goods and/or services are made to our customers then we are required

to provide specific indemnities. The amount of these indemnities could be greater than the income we receive from

the customer. If we become liable to third parties for infringing their intellectual property rights, we could be required

to pay a substantial damage award. In addition, as a result of intellectual property litigation, we may be required to

stop selling, incorporating or using products and services that use or incorporate the infringing intellectual property.

We may be required to obtain a license or pay a royalty to make, sell or use the relevant technology from the owner

of the infringed intellectual property. Such licenses or royalties may not be available on commercially reasonable

terms or at all. Furthermore, we may be forced to develop non-infringing technologies or obtain a license to provide

those products and services that are deemed infringing intellectual property. Our Company may be unable to develop

non-infringing processes, methods or technologies or to obtain a license on commercially reasonable terms or at all.

We may also be required to alter our processes or methodologies so as not to infringe others’ intellectual property,

which may not be technically or commercially feasible and may cause us to expend significant resources.

As the number of patents, copyrights and other intellectual property rights in our industry increases, we believe that

companies in our industry will face more frequent infringement claims. Any claims or litigation in this area, whether

we ultimately win or lose, could be time-consuming and costly and could damage our reputation. Defending against

these claims, even if the claims have no merit, may not be covered by or could exceed the protection offered by our

insurance and could divert management‘s attention and resources from operating our company all of which may have

an adverse effect on our business, financial condition and results of operations.

19. We have not placed orders for Computer Peripherals, Crypto SIM cards, Mobile Digital Signature certificates

and mobile phones which will be funded from the Issue Proceeds. Further, there may be a delay in delivery of

the above items which in turn could adversely affect our business, financial condition and results of operation.

We have not placed orders for Computer Peripherals, Crypto SIM cards, mobile digital signatures certificates and

mobile phones which are being funded from the Issue Proceeds. As a result, at the time of placing the orders, the

price of these items may vary from the price as quoted in “Objects of the Issue” on page 39 of the Draft Red Herring

Prospectus and hence the total fund requirement may increase. Further, there is no assurance that these items for

which the order would be placed will be delivered according to the implementation schedule, and this may have a

material adverse effect on our financial condition, results of operation and liquidity position.

20. We may not be able to sustain effective implementation of our business and growth strategies and any such

failure could adversely affect our business and results of operations.

The success of our business will depend greatly on our ability to effectively implement our business and growth

strategies. We cannot assure you that we may be able to execute our strategies in the future. Further, our growth

strategies could place significant demand on our management team and other resources and would require our

Company to continuously develop and improve our operational, financial and other controls, none of which can be

assured. Any failure on our part to scale up our infrastructure and management could cause disruptions to our

business and could be detrimental to our long-term business outlook. For further details on our company’s strategy,

please see “Our Business” on page 67 of the Draft Red Herring Prospectus.

21. We are highly dependent on members of our core management team which includes our key management

personnel and loss of any of the core management team member may adversely affect our business

performance.

Our business is dependent upon our core management team which oversees the day-to-day operations, strategy and

growth of our business. Our success is largely dependent on the core management team which ensures the

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implementation of our strategy. If one or more members of our core management team are unable or unwilling to

continue in their present positions, such persons may be difficult to replace and our business, prospects, financial

condition and results of operations could be adversely affected. In addition, our success in expanding our business will

also depend, in part, on our ability to attract, retain and motivate appropriately qualified personnel. Our failure to

successfully manage our personnel needs could materially adversely affect our business, prospects, financial condition

and results of operations. If we are unable to address these risks, our business, financial condition and results of

operations could be adversely affected. For further details on our core management team, see “Our Management-

Management Organization Structure” and “Our Management- Key Management Personnel” on pages 97 and 97 of the

Draft Red Herring Prospectus respectively.

22. We have entered into a number of related party transactions.

We have entered into a number of related party transactions. Such transactions or any future transactions with

related parties may potentially involve conflicts of interest and impose certain liabilities on our Company. Further,

there can be no assurance that such transactions, individually or in aggregate, will not have an adverse effect on our

business, prospects, results of operations, and financial condition, resulting from potential conflicts of interest or

otherwise. For further details, see “Financial Statements” on page 124 of the Draft Red Herring Prospectus.

23. We may be liable if we inappropriately disclose confidential information relating to our customers or business

associates. This may adversely affect our business, financials and result of operations.

We cannot assure you that we will adequately address the risks created by the regulations to which we may be

contractually obligated to abide. In the event of any breach or alleged breach of our confidentiality agreements with

our customers or business associates, these parties may terminate their engagements with us or sue us for breach of

contract, resulting in the associated loss of income and increased costs. As a result, if our customer’s or business

associates proprietary rights are misappropriated by us or our employees, our customers or business associates may

consider us liable for such act and seek damages and compensation from us in addition to seeking termination of the

contract. Assertions of infringement of intellectual property or misappropriation of confidential information against

us, if successful, could have a material adverse effect on our business, financial condition and results of operations.

Even if such assertions against us are unsuccessful, they may cause us to incur reputational harm and substantial legal

fees. Our Company and management may also be subject to civil or criminal liability if we are deemed to have violated

applicable regulations. Any such acts could also cause us to lose existing and future business and damage our

reputation in our specific industry in India.

24. Our infrastructure and equipment could fail which would limit our ability to provide guaranteed levels of service

and could result in significant operating losses.

To provide our customers with guaranteed levels of service, we must operate our infrastructure on a 24-hour-a-day,

seven-day-a-week basis without interruption. In order to operate in this manner, we must protect our infrastructure,

equipment and customer files against damage from human error, natural disasters, unexpected equipment failure,

software malfunction, power loss or telecommunications failures, virus attacks, sabotage, hacking or other intentional

acts of vandalism. We are also subject to the risk of strikes or other work stoppages by our employees or by other

persons, which may, in turn, disrupt our operations.

Even if we take precautions, the occurrence of a natural disaster, equipment failure or other unanticipated problem at

one or more of our infrastructure locations could result in interruptions in products and services that we provide to

our customers. We cannot assure you that our Company will be able to address all, or even most, of the problems

which we may encounter in the event of such a disaster, which could result in lost income and increased operating

costs.

25. We rely on telecommunications and information technology systems, networks and infrastructure to operate

our business and any interruption or breakdown in such systems, networks or infrastructure or our technical

systems could impair our ability to effectively provide our products and services which may have an adverse

impact on our results of operations.

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Our business operations and quality of our service depend on the efficient and uninterrupted operation and reliability

of our telecommunications and information technology systems and networks and related infrastructure, both

internal and external. Our systems are vulnerable to damage or interruption as a result of natural disasters, power

loss, telecommunications failure, technical failures, undetected errors or viruses in our software, computer viruses,

corruption or loss of electronically stored data, disruption in communications access or infrastructure, electronic

intrusion attempts, break-ins, sabotage, vandalism and other similar events. We cannot assure that our back-up and

disaster recovery measures and business continuity planning would effectively eliminate or alleviate the risks arising

from the above contingencies. In addition, as most of our systems and software are developed internally, it may

contain undetected errors, defects or bugs, which we may not be able to detect and repair, in time or in a cost-

effective manner, or at all. In such circumstances, we may be liable for all costs and damages, as we would not be

entitled to any indemnification or warranty which we may have been provided if we had obtained such systems or

software from third party professional providers. Any damage to or failure of our systems could lead to loss of data or

interruptions or delays, thereby impairing our ability to effectively provide our services, which may have an adverse

impact on our results of operations.

26. Our Promoters and Promoter Group will continue to hold a majority of our Equity Shares after the Issue and can

significantly influence our corporate actions.

As of date, our Promoters and Promoter Group own an aggregate of 73.63 % of our Company’s issued and paid-up

equity share capital. Following the completion of the Issue, our Promoters and Promoter Group will continue to own a

substantial portion of our Company’s issued and paid-up equity share capital. The Promoters and Promoter Group

have, and will continue to have, considerable influence over our business and may take actions that do not reflect the

will or best interests of the other shareholders. Our Promoters and Promoter Group have the ability to control our

business including matters relating to any sale of all or substantially all of its assets, the timing and distribution of

dividends and the election or termination or appointment of our Company’s officers and directors. By virtue of their

shareholding, the Promoters and Promoter Group can exercise substantial influence over the Board and over matters

that are put to a shareholder vote. This control could delay, defer or prevent a change in control of our Company,

impede a merger, consolidation, takeover or other business combination involving our Company, or discourage a

potential acquirer from making an open offer or otherwise attempting to obtain control of our Company even if it is in

the best interest of our Company’s shareholders.

27. Our Objects of the Issue have not been appraised.

None of the Objects have been appraised by any bank or financial institution or any other independent third party

organisation. The funding requirements of our Company and the deployment of the Net Proceeds of the Issue are

currently based on management estimates. The funding requirements of our Company are dependent on a number of

factors which may not be in the control of our management, including variations in interest rate structures, changes in

our financial condition and current commercial conditions and are subject to change in light of changes in external

circumstances or in our financial condition, business or strategy. For further details on the use of the Issue Proceeds,

please see "Objects of the Issue" on page 39 of the Draft Red Herring Prospectus.

28. We may require further funding which may be financed through debt instruments or equity issuance, which

may lead to leverage, dilution of equity and may affect the market price of our Equity Shares.

We may need other sources of financing to meet our business needs which may include entering into new debt

facilities with lending institutions or raising additional debt in the capital markets. We may also need to raise

additional capital from time to time, depending on our business requirements. Any fresh issue of shares or convertible

securities would dilute the stake of the existing shareholders, and such issuance may not be done at terms and

conditions, which are favourable to the then existing shareholders of our Company.

If we decide to raise additional funds through the incurrence of debt, our interest obligations will increase, and we

may be subject to additional covenants, which could further limit our ability to access cash flows from our operations.

Such financings could cause our debt to equity ratio to increase or require our Company to create charges or liens on

our assets in favour of lenders. We cannot assure you that we will be able to secure adequate financing in the future

on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or

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abandonment of our expansion plans. Our business and future results of operations may be adversely affected if we

are unable to implement our expansion strategy and may affect the market price of our Equity Shares.

29. We have made applications for registration of our intellectual property rights, which are currently pending.

We rely primarily on the intellectual property rights which include patents, trademarks, trade secrets, copyright laws

and restrictions on access to protect our proprietary rights. Our agreements grant customers a right to use our

services and also contain terms and conditions prohibiting its unauthorized use or transfer of intellectual property

rights. In particular, we have applied to register MobME logo with the trademarks registry in Chennai, India. The

application for the same is pending before the trademarks registry. We have also two patent applications, which are

pending before relevant authorities.For more information, see “Our Business” and “Government and Other Approvals”

on pages 67 and 232 of the Draft Red Herring Prospectus respectively. We cannot assure you that the pending

applications for registration of such intellectual properties will be granted by the relevant authorities. In the event of

our failure to obtain registration of the intellectual properties for which we have applied, we may lose protection of

the intellectual property associated with our products and services. This may provide opportunities to competitors to

compete with our products and services, which could adversely affect our business, results of operations and financial

condition.

30. Conflicts of interest may arise out of common business objects shared by our Company and certain of our Group

Companies. There can be no assurance that such Group Companies will not compete with our existing business

or any future business that we may undertake or that their interests will not conflict with ours which may have

an adverse effect on results of our operations.

The objects in the memorandums of association of two of our Group Companies, Mobile Express Private Limited and

Mobshare Mobile Systems India Private Limited are similar or related to our business, which could lead to potential

conflicts of interest. Although neither of these companies has current operations similar or related to our business, we

cannot assure that these companies will not provide comparable services, expand their presence or acquire interests

in competing ventures in the locations in which we operate. As a result, a conflict of interest may occur between our

business and the business of our Group Companies which could have an adverse effect on results of our operations.

31. Several properties used by our Company for the purposes of its operations are not owned by our Company.

Several properties used by our Company for the purposes of its operations are not owned by our Company and has

been taken on lease. Any termination of the lease agreements in connection with such properties or our failure to

renew the same could adversely affect our business, results of operations and financial condition. Currently, 14

properties used by our Company for the purposes of our operations are not owned by our Company. For further

details, please see the “Our Business” on page 67 of the Draft Red Herring Prospectus. We cannot assure you that our

Company will own or have the right to occupy such properties in the future or that our Company will be able to

continue with the uninterrupted use of such properties. Any termination of the lease agreements in connection with

such properties which are not owned by our Company or our failure to renew the same, on favourable conditions, in a

timely manner, or at all, could adversely affect our business, results of operations and financial condition. Further, one

of the objects of the Issue is to construct a software production unit and facilitation centre at Kochi which we intend

to set up on land taken on lease. For further details, please see the “Objects of the Issue” on page 39 of the Draft Red

Herring Prospectus.

32. We have not entered into any definitive agreements to monitor the utilization of the Issue Proceeds and the

deployment of Issue Proceeds is entirely at the discretion of our Company.

Our estimated fund requirements are based on our current business plan and strategy. However, we operate in a

highly competitive and dynamic industry, and as such, we may have to revise our business and capital outlay plans

from time to time. Accordingly, prospective investors will need to rely upon the judgment of our management with

respect to the use of the proceeds of the Issue. Our allocation of the proceeds of the Issue is based on current plans

and business conditions. The amounts and timing of any expenditure will vary depending on the amount of funds

generated by our operations, competitive, market as well as technological developments. Accordingly, our

management will have considerable discretion in the application of the proceeds of the Issue. Our management’s

judgment will have to be relied upon regarding the application of the Issue proceeds.Further, as per the SEBI ICDR

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Regulation, appointment of monitoring agency is required only for Issue size above `50,000lacs. Since our Issue size is

not expected to be greater than ` 50,000 lacs, we would not be required to appoint any monitoring agency and the

deployment of Net Proceeds as stated in “Objects of the Issue” on page 39 of the Draft Red Herring Prospectus will not

be subject to monitoring by any independent agency. Hence, the deployment of Issue proceeds will be at the

discretion of our Company and will not be subject to monitoring by any independent agency. We cannot assure you

that we will be able to conduct our affairs in a manner similar to that of a business that is subject to monitoring by an

independent agency.

33. Third party statistical and financial data in this Draft Red Herring Prospectus may be incomplete or unreliable.

We have not independently verified the data in this Draft Red Herring Prospectus derived from industry publications

and other third party sources and therefore we cannot assure you that they are complete or reliable. Such data may

also be produced on different bases from those used in other countries. Therefore, in discussions of matters relating

to India, its economy and our industry in this Draft Red Herring Prospectus, the statistical and other data upon which

such discussions are based may be incomplete or unreliable. In addition, internal company reports have not been

verified by independent sources and may be incomplete or unreliable.

34. The insurance coverage taken by us may not be adequate to protect against certain business risks. This may

adversely affect our financial condition and result of operations.

Operating and managing a business involves many risks that may adversely affect our operations and the availability

of insurance is therefore important to our operations. We believe that our insurance coverage is adequate to cover us.

However, to the extent that any uninsured risks materialize or if it fails to effectively cover any risks, we could be

exposed to substantial costs and losses that would adversely affect our financial condition. In addition, we cannot be

certain that the coverage will be available in sufficient amounts to cover one or more large claims or that our insurers

will not disclaim coverage as to any particular claim or claims. A successful assertion of one or more large claims

against our Company that exceeds our available insurance coverage or that leads to adverse changes in our insurance

policies, including premium increases or the imposition of a large deductible or coinsurance requirement, could

adversely affect our financial condition and results of operations. For further details, please see “Our Business -

Insurance” on page 67 of the Draft Red Herring Prospectus.

EXTERNAL RISKS

Risks relating to our Industry

35. We may be adversely affected by future government regulations implemented for the telecommunications

value added services industry in which we operate.

Currently, the telecommunications value added services industry is not subject to any specific government

regulations. However, there can be no assurance that the Government of India will not implement new regulations

and policies that would require our Company to obtain approvals and licenses from the Government of India and

other regulatory bodies or impose onerous requirements and conditions on our operations. Any such changes and the

related uncertainties with respect to the implementation of the new regulations, or our inability to obtain these

approvals and licenses or perform such requirements and conditions on time or at all, may have an adverse effect on

our business and results of operations.

36. TSPs network congestion, failures or a shortage of a sufficient amount of network infrastructure could reduce

our revenues, increase costs or result in a loss of income.

We rely on the TSPs networks to deliver our products and services and telecom applications to their subscribers.

Congestion on, failures of, technical problems with or a shortage of TSPs delivery systems or communications

networks could result in the inability of the subscribers to use our applications. If any of these systems fail, including

as a result of an interruption in the supply of power, an earthquake, fire, flood or other natural disaster, an act of war

or terrorism, or a lack of compliance with local laws (e.g., the deployment of telecommunications infrastructure

without proper permissions), TSPs subscribers may be unable to access our applications. Any failure of, or technical

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problem with, TSP networks could result in a loss of income and have an adverse effect on our business, results of

operations and financial condition.

37. Concerns about health risks relating to the use of mobile handsets may adversely affect our prospects.

In recent years, media and other research reports have linked radio frequency emissions from mobile handsets to

various health concerns, including cancer, and also interference with various electronic medical devices, including

hearing aids and pacemakers. As research and studies are ongoing, we cannot assure you that further research and

studies will not demonstrate a link between radio frequency emissions and health concerns, which could have an

adverse effect on our business, results of operations and financial condition.

Risks Relating to India

38. Political instability or changes in the Indian central government could adversely affect economic conditions in

India and consequently, our business.

Our Company is incorporated in India and currently derives substantially all of its revenues from operations in India

and all of its assets are located in India. Consequently, our performance and the market price of the Equity Shares may

be affected by interest rates, government policies, taxation, social and ethnic instability and other political and

economic developments affecting India. The Government of India has traditionally exercised, and continues to

exercise, a significant influence over many aspects of the economy. The current government has announced that its

general intention is to continue India’s current economic and financial sector liberalisation and deregulation of

policies. However, there can be no assurance that such policies will be continued, and a significant change in the

government’s policies could affect business and economic conditions in India, and could also adversely affect our

financial condition and results of operations.

Political instability or changes in the government could delay further liberalisation of the Indian economy and

adversely affect economic conditions in India generally, which could have a material adverse effect on our business,

prospects, results of operations, cash flows and financial condition.

39. Hostilities, terrorist attacks, civil unrest, breaches of law and order and other acts of violence may adversely

affect our business and the trading price of the Equity Shares.

Terrorist attacks, civil unrest and other acts of violence or war within India and the surrounding region may adversely

affect worldwide financial markets and may result in a loss of consumer confidence, which in turn may adversely

affect our business, prospects, results of operations, cash flows and financial condition. Further, political tensions may

create a perception that any investment into an Indian company involves a higher degree of risk and may have an

adverse impact on our Company’s business operations and the price of the Equity Shares.

40. India is vulnerable to natural disasters that could severely disrupt the normal operation of our business.

India has experienced natural calamities, such as tsunamis, floods, droughts and earthquakes in the past few years.

The extent and severity of these natural disasters determines their impact on the Indian economy. For example, the

erratic progress of the monsoon in 2004 and 2009 affected sowing operations for certain crops. Such unforeseen

circumstances of below normal rainfall and other natural calamities could have a negative impact on the Indian

economy. Because our operations are located in India, our business and operations could be interrupted as a result of

a natural disaster in India, which could affect our business, financial condition, results of operations and the price of

the Equity Shares.

41. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could

adversely affect our business.

The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concern, such as swine

influenza, could have a negative impact on the global economy, financial markets and business activities worldwide,

which could adversely affect our business, financial condition, results of operations and the price of the Equity Shares.

Although, we have not been adversely affected by such outbreaks in the past, we can give you no assurance that a

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future outbreak of an infectious disease among humans or animals or any other serious public health concerns will not

have a material adverse effect on our business, financial condition, results of operations and the price of the Equity

Shares.

42. Significant differences exist between Indian GAAP used throughout our Company’s financial information and

other accounting principles, such as U.S. GAAP and IFRS, with which investors may be more familiar.

Our Company’s financial statements are currently prepared in conformity with Indian GAAP. Indian GAAP differs in

certain significant respects from IFRS, U.S. GAAP and other accounting principles and standards. Substantial

differences exist between our Company’s results of operations, cash flows and financial position in its financial

statements prepared under each of Indian GAAP.

In addition, if our Company was to prepare its financial statements in accordance with any other accounting

principles, such as U.S. GAAP, its results of operations, cash flows and financial position may be substantially different.

The significant accounting policies applied in the preparation of our Company’s Indian GAAP financial statements are

set forth in the notes to its restated and audited consolidated financial statements included in the Draft Red Herring

Prospectus. Prospective investors should review the accounting policies applied in the preparation of our Company’s

financial statements, and consult their own professional advisors for an understanding of the differences between

these accounting principles and those with which they may be more familiar.

43. Public companies in India, including our Company, may be required to prepare financial statements under IFRS

or a variation thereof. The transition to IFRS or a variation thereof in India is still unclear and we may be

negatively affected by such transition.

Our Company currently prepares its annual and interim financial statements under Indian GAAP.

Public companies in India, including our Company, may be required to prepare annual and interim financial

statements under a variation of IFRS. Recently, the ICAI has released a near-final version of the Indian Accounting

Standards 101 “First-time Adoption of Indian Accounting Standards” (“AS 101”). The Ministry of Corporate Affairs of

the Government, on February 25, 2011, has notified that AS 101 will be implemented in a phased manner and the

date of such implementation will be notified at a later date. As at the date of the Draft Red Herring Prospectus, the

MCA has not yet notified the date of implementation of AS 101. There is not yet a significant body of established

practice on which to draw in forming judgments regarding its implementation and application. Additionally, AS 101

has fundamental differences with IFRS and therefore financial statements prepared under AS 101 may be substantially

different from financial statements prepared under IFRS. There can be no assurance that our financial condition,

results of operations, cash flow or changes in shareholders’ equity will not appear materially different under AS 101

than under Indian GAAP or IFRS. As we adopt AS 101 reporting, we may encounter difficulties in the on-going process

of implementing and enhancing our management information systems. There can be no assurance that our adoption

of AS 101 will not adversely affect our reported results of operations or financial condition and any failure to

successfully adopt AS 101 in accordance with the prescribed timelines may have a material adverse effect on our

financial position and results of operations.

44. Our business and activities may be regulated by the Competition Act, 2002.

The Competition Act, 2002 (the "Competition Act") seeks to prevent business practices that have a material adverse

effect on competition in India. Under the Competition Act, any arrangement, understanding or action in concert

between enterprises, whether formal or informal, which causes or is likely to cause a material adverse effect on

competition in India is void and attracts substantial monetary penalties. Any agreement that directly or indirectly

determines purchase or sale prices, limits or controls production, shares the market by way of geographical area,

market, or number of customers in the market is presumed to have a material adverse effect on competition.

Provisions of the Competition Act relating to the regulation of certain acquisitions, mergers or amalgamations which

have a material adverse effect on competition and regulations with respect to notification requirements for such

combinations came into force on June 1, 2011. The effect of the Competition Act on the business environment in India

is unclear. If we are affected, directly or indirectly, by the application or interpretation of any provision of the

Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse

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publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India, it may have a

material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

45. Our Company’s ability to raise foreign capital may be constrained by Indian law.

As an Indian company, our Company is subject to exchange controls that regulate borrowing in foreign currencies.

Such regulatory restrictions limit our Company’s financing sources for ongoing expansion plans or acquisitions and

other strategic transactions, and hence could constrain its ability to obtain financing on competitive terms and

refinance existing indebtedness. In addition, our Company cannot assure investors that the required approvals will be

granted to it without onerous conditions, or at all. Limitations on foreign debt may have a material adverse effect on

our Company’s business, prospects, results of operations, cash flows and financial condition.

46. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.

The Articles of Association, regulations of its Board of Directors and Indian law govern the corporate affairs of our

Company. Legal principles relating to these matters and the validity of corporate procedures, directors’ fiduciary

duties and liabilities, and shareholders’ rights may differ from those that would apply to a company in another

jurisdiction. Shareholders’ rights under Indian law may not be as extensive as shareholders’ rights under the laws of

other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholders of our

Company than as shareholders of a corporation in another jurisdiction.

47. Investors may have difficulty enforcing foreign judgments against our Company or its management.

Our Company is a limited liability company incorporated under the laws of India. A substantial portion of our

Company’s assets and the assets of the directors and executive officers resident in India are located in India. As a

result, it may be difficult for investors to affect service of process upon our Company or such persons outside India or

to enforce judgments obtained against our Company or such parties outside India.

Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages

awarded as excessive or inconsistent with public policy or if the judgments are in breach of or contrary to Indian law.

In addition, a party seeking to enforce a foreign judgment in India is required to obtain approval from RBI to execute

such a judgment or to repatriate outside India any amount recovered.

48. Any downgrading of India’s debt rating by a domestic or international rating agency could adversely affect our

business.

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating

agencies may adversely affect our ability to raise additional financing, and the interest rates and other commercial

terms at which such additional financing is available. This could harm our business and financial performance, ability

to obtain financing for capital expenditures and the price of the Equity Shares.

49. Unfavourable changes in legislation, including tax legislation, or policies applicable to our Company could

adversely affect our results of operations.

The Finance Minister has presented the Direct Tax Code Bill, 2010 (“DTC Bill”) on August 30, 2010, which is proposed

to be effective from April 1, 2013. On the finalisation of the DTC Bill and on obtaining the approval of the Indian union

council of ministers, the DTC Bill will be placed before the Indian Parliament for its approval and notification as an Act

of Parliament. Accordingly, it is currently unclear what effect the Direct Tax Code would have on our financial

statements. If the DTC Bill is passed in its entirety and we are affected, directly or indirectly, by any provision of the

Direct Taxes Code, or its application or interpretation, including any enforcement proceedings initiated under it and

any adverse publicity that may be generated due to scrutiny or prosecution under the Direct Taxes Code, it may have

a material adverse effect on our business, financial condition and results of operations.

In addition, upon the passing of the Companies Bill 2011 by the Indian legislature the regulatory framework may

undergo a change which may affect our operations.

- xxv -

50. Companies operating in India are subject to a variety of central and state government taxes and surcharges.

Tax and other levies imposed by the Central Government and State Governments in India that affect our tax liability

include: central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty

and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time.

Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. For

example, there is a proposal to introduce a new goods and services tax, effective April 1, 2013, and the scope of the

service tax is proposed to be enlarged. The Central Government or State Governments may in the future increase the

corporate income tax and other taxes they impose. Any such future increases or amendments may affect the overall

tax efficiency of companies operating in India and may result in significant additional taxes becoming payable.

Additional tax exposure could adversely affect our business and results of operations.

51. Investors may be adversely affected due to retrospective tax law changes by the Indian government affecting

our Company.

Certain recent changes to the Income Tax Act provide that income arising directly or indirectly through the sale of a

capital asset of an offshore company, including shares, will be subject to tax in India, if such shares derive indirectly or

directly their value substantially from assets located in India. The term “substantially” has not been defined under the

Income Tax Act and therefore, the applicability and implications of these changes are largely unclear. Due to these

recent changes, investors may be subject to Indian income taxes on the income arising directly or indirectly through

the sale of the Equity Shares. In the past, there have been instances where changes in the Income Tax Act have been

made retrospectively and to that extent, there cannot be an assurance that such retrospective changes will not

happen again.

Risks relating to the Issue and the Equity Shares

52. Any future issuance of Equity Share may dilute your shareholding and sales of the Equity Share by the Promoter

may adversely affect the trading price of the Equity Shares.

Any future equity issuances by our Company, including a primary offering, may lead to the dilution of investors’

shareholdings in it. Any future equity issuances by our Company or sale of the Equity Shares by the Promoters may

adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences for our

Company, including difficulty in raising debt financing. In addition, any perception by investors that such issuances or

sale might occur may also affect the trading price of the Equity Shares.

53. Our Company cannot assure payment of dividends on the Equity Shares in the future.

While our Company’s dividend policy is as set out in “Dividend Policy” on page 123 of the Draft Red Herring

Prospectus, the amount of future dividend payments by our Company, if any, will depend upon our Company’s future

earnings, financial condition, cash flows, working capital requirements, capital expenditures, applicable Indian legal

restrictions and other factors. Our Company may decide to retain all of its earnings to finance the development and

expansion of its business and therefore, our Company may not declare dividends on the Equity Shares. Additionally,

our Company may in the future be restricted by the terms of its loan agreements, including loan agreements of its

subsidiaries and joint ventures, to make any dividend payments unless otherwise agreed with the lenders.

54. There is no existing market for our Equity Shares, and we do not know if one will develop to provide investors

with adequate liquidity.

If the stock price of our Equity Shares fluctuates after the Issue, investors could lose a significant part of their

investment. As at the date of the Draft Red Herring Prospectus, there is no market for our Equity Shares. Following the

Issue, our Equity Shares are expected to trade on the NSE under the SME exchange. There can be no assurance that

active trading in our Equity Shares will develop after the Issue or, if such trading develops, that it will continue.

Investors might not be able to rapidly sell the Equity Shares at the quoted price if there is no active trading in the

Equity Shares.

- xxvi -

The IPO price will be determined by the Book Building Process and may not be indicative of prices that will prevail in

the open market following the Issue. The market price of our Equity Shares may be influenced by many factors, some

of which are beyond our control, including:

(i) the failure of security analysts to cover the Equity Shares after the Issue, or changes in the estimates of our

performance by analysts;

(ii) the activities of competitors and suppliers;

(iii) future sales of the Equity Shares by our Company or its shareholders;

(iv) investor perception of our Company and the industry in which we operate;

(v) our quarterly or annual earnings or those of our competitors;

(vi) developments affecting financial, industrial or environmental regulations;

(vii) the public’s reaction to our press releases and adverse media reports; and

(viii) general economic conditions.

As a result of these factors, investors may not be able to resell their Equity Shares at or above the IPO price. In

addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate to

the operating performance of a particular company. These broad market fluctuations and industry factors may

materially reduce the market price of the Equity Shares, regardless of our Company’s operating performance.

55. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian

company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held

for more than 12 months as a capital asset will not be subject to capital gains tax in India if Securities Transaction Tax

(“STT”) has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which

the equity shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to an Indian

resident, which are sold other than on a recognised stock exchange and on which no STT has been paid, will be subject

to long-term capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a period of

12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of the

equity shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided for

under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit

India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as

well as in their own jurisdiction on a gain upon the sale of the Equity Shares. For further details see “Statement of Tax

Benefits” on page 48 of the Draft Red Herring Prospectus.

56. There are restrictions on daily movements in the price of the equity share, which may adversely affect investors’

ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.

Subsequent to listing, our Equity Shares will be subject to a daily circuit breaker imposed on listed companies by all

stock exchanges in India, which does not allow transactions beyond certain volatility in the price of the Equity Shares.

This circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by

SEBI on Indian stock exchanges. The percentage limit on the Equity Shares’ circuit breaker will be set by the stock

exchanges based on historical volatility in the price and trading volume of the Equity Shares. The stock exchanges are

not required to inform our Company of the percentage limit of the circuit breaker and they may change the limit

without our knowledge. This circuit breaker would effectively limit the upward and downward movements in the price

of the Equity Shares. As a result of the circuit breaker, there can be no assurance regarding the ability of investors to

sell Equity Shares or the price at which investors may be able to sell their Equity Shares.

57. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract

foreign investors, which may adversely affect the market price of the Equity Shares.

Foreign investment in Indian securities is subject to regulation by Indian regulatory authorities. Under the

Consolidated Foreign Direct Investment Policy notified under Circular No. 1 of 2012 effective from April 10, 2012 (the

“FDI Policy”) issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,

Government of India, foreign direct investment in our Company is permitted up to 49% under the automatic route.

- xxvii -

Foreign direct investment above 49% and up to 74% would require the prior approval of the Foreign Investment

Promotion Board.

Also, under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and

residents are permitted (subject to certain exceptions) if they comply with, among other things, the pricing guidelines

and reporting requirements specified by the RBI. If the transfer of shares does not comply with such pricing guidelines

or reporting requirements, or falls under any of the exceptions referred to above, then prior approval of the RBI will

be required.

Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency

and repatriate any such foreign currency from India will require a no objection or a tax clearance certificate from the

income tax authority. Our Company cannot assure investors that any required approval from the RBI or any other

Government agency can be obtained on any particular terms or at all.

58. Fluctuations in the exchange rate of the Rupee and other currencies could have a material adverse effect on the

value of the Equity Shares, independent of our financial results.

The Equity Shares will be quoted in Rupees on the NSE. Any dividends in respect of the Equity Shares will be paid in

Rupees and subsequently converted into appropriate foreign currency for repatriation. Any adverse movement in

exchange rates during the time it takes to undertake such conversion may reduce the net dividend to investors. In

addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from a sale of Equity

Shares outside India, for example, because of a delay in regulatory approvals that may be required for the sale of

Equity Shares, may reduce the net proceeds received by shareholders.

The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate substantially in

the future, which may have a material adverse effect on the value of the Equity Shares and returns from the Equity

Shares, independent of our operating results.

59. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions

under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our

Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the market

price or would otherwise be beneficial to you. These provisions may discourage or prevent certain types of

transactions involving actual or threatened change in control of our Company.

Although these provisions have been formulated to ensure that interests of investors and shareholders are protected,

these provisions may discourage a third party from attempting to take control of our Company. Consequently, even if

a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market

price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted

or consummated because of SEBI Takeover Regulations.

60. We cannot assure you that the Equity Shares will be listed on the NSE in a timely manner or at all, which may

restrict your ability to dispose of the Equity Shares.

In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted until after

the Equity Shares offered in the Issue have been allotted. Approval will require all other relevant documents

authorizing the issuing of the Equity Shares to be submitted. There could be a failure or delay in listing the Equity

Shares on the NSE. Any failure or delay in obtaining such approval would restrict your ability to dispose of your Equity

Shares.

Further, pursuant to Indian regulations, certain actions must be completed before the Equity Shares can be listed and

trading may commence. Trading in the Equity Shares is expected to commence within 12 Working Days from the

Bid/Issue Closing Date.

- xxviii -

However, we cannot assure you that the trading in the Equity Shares will commence in a timely manner or at all. Any

failure or delay in obtaining the approvals would restrict your ability to dispose your Equity Shares.

61. The requirements of being a listed company may strain our resources and distract management.

We have no experience as a listed company and have not been subjected to the increased scrutiny of our affairs by

shareholders, regulators and the public at large that is associated with being a listed company. As a listed company,

we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an

unlisted company. We will be subject to the listing agreements with the Stock Exchanges which requires our Company

to file audited annual and unaudited quarterly reports with respect to our business and financial condition. If we

experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine

and accordingly report any changes in our results of operations as timely as other listed companies.

As a listed company, we will need to maintain and improve the effectiveness of our disclosure controls and

procedures and internal control over financial reporting, including keeping adequate records of daily transactions to

support the existence of effective disclosure controls and procedures and internal control over financial reporting. In

order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over

financial reporting, significant resources and management oversight will be required. As a result, management’s

attention may be diverted from other business concerns, which could adversely affect our business, prospects,

financial condition and results of operations. In addition, we may need to hire additional legal and accounting staff

with appropriate listed company experience and technical accounting knowledge and we cannot assure you that we

will be able to do so in a timely manner.

62. There may be press coverage about the Issue. You should read the Draft Red Herring Prospectus carefully and

we strongly caution you not to place any reliance on any information contained in press articles, including, in

particular, any financial projections, valuations or other forward-looking information.

There may be press coverage about our Company and the Issue, primarily in India, that included certain projections,

valuations and other forward-looking information. We wish to emphasise to potential investors that we do not accept

any responsibility for the accuracy or completeness of such press articles and that such press articles were not

prepared or approved by our Company. We make no representation as to the appropriateness, accuracy,

completeness or reliability of any of the projections, valuations or other forward-looking information, or of any

assumptions underlying such projections, valuations or other forward-looking information, included in or referred to

by the media. Any such statements may be inconsistent with, or conflict with, the information contained in the Draft

Red Herring Prospectus. Accordingly, you should only make your decision as to whether to purchase the Equity Shares

by relying only on the financial, operational and other information contained in the Draft Red Herring Prospectus.

Prominent Notes

Public issue of 705,600 Equity Shares for cash at a price of [●] per Equity Share (including a share premium of [●]

per Equity Share) aggregating to `[●] lacs.

Our Company may allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Price on a

discretionary basis, out of which at least one-third will be available for allocation to domestic mutual funds only.

In the event of under-subscription or non-allotment in the Anchor Investor Portion, the balance Equity Shares

shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a

proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation

on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Issue Price.

However, if the aggregate demand from mutual funds is less than 11,700 Equity Shares, the balance Equity Shares

available for allocation in the mutual fund portion will be added to the Net QIB Portion and allocated

proportionately to the QIBs in proportion to their Bids.

As of September 30, 2012, the net worth of our Company was `1,725.46 lacs in accordance with the restated and

audited consolidated financial statements and `1,790.48 lacs in accordance with the restated unconsolidated

financial statements.

- xxix -

As of September 30, 2012, the net asset value per Equity Share was `86.27 in accordance with the restated and

audited consolidated financial statements and `89.52 in accordance with the restated unconsolidated financial

statements.

The average cost of acquisition of Equity Shares of our Company by each of its Promoters is as tabulated below:

For details of acquisition of Equity Shares by the Promoter, please see “Capital Structure” on page 24 of the Draft Red

Herring Prospectus.

None of our Promoters, Promoter Group, Directors or their immediate relatives have purchased or sold any

Equity Shares within the six months preceding the date of filing of the Draft Red Herring Prospectus.

Except as disclosed in “Capital Structure” on page 24 of the Draft Red Herring Prospectus, our Company has not

issued any Equity Shares for consideration other than cash.

Except as disclosed in risk factor titled “We have issued Equity Shares during the last one year at a price that may

be below the Issue Price”on page xiv of the Draft Red Herring Prospectus, our Company has not issued Equity

Shares at a price which may be less than the Issue Price during the last one year.

Except for Mobile Express Private Limited and Mobshare Mobile Systems India Private Limited, Our Company has

not entered into any related party transactions except as disclosed in “Related Party Transactions” on page 151 of

the Draft Red Herring Prospectus.

There has been no financing arrangement whereby the Promoters, Promoter Group, the Directors, and their

relatives have financed the purchase by any other person of securities of our Company during the period from six

months immediately preceding the date of filing of the Draft Red Herring Prospectus with SEBI.

Investors may contact the BRLM who would be submitting a due diligence certificate to SEBI at the time of filing

the Prospectus, for any complaint pertaining to the Issue.

Trading in Equity Shares for all investors shall be in dematerialized form only.

Promoter Cost of acquisition ( ` per equity share of face value `10)

Mr. Sanjay Vijayakumar 11.88

Mr. Sony Joy 12.48

Mr. Vivek Steve Francis 14.92

Mr. Jose Thomas Pattara 10.00

- 1 -

SECTION III – INTRODUCTION

SUMMARY OF INDUSTRY

OVERVIEW OF THE INDIAN ECONOMY

India, with a gross domestic product purchasing power parity of $5058 billion at the end of 2013 estimated, is the

fourth largest economy in the world after the United States, China and Japan. Source: Data for use of Deputy

Chairman, Planning Commission, December 5, 2012 Barring fiscal year 2009, the economy has registered a growth of

8% and above during the period from fiscal year 2006 to fiscal year 2011. Growth of 6.53% has been achieved as on

December 1, 2012(at constant 2004-05 prices). Source: Data for use of Deputy Chairman, Planning Commission,

December 5, 2012.

THE INDIAN TELECOMMUNICATION SECTOR – AN OVERVIEW

The Indian telecommunication sector maintained the growth rate during the fiscal year 2012-2013 with quarter ended

June 2012. There were 965.52 million connections at the end of June 2012 with 934.09 million wireless connections

and is the one of the largest network in the world. The one billion mark also appears to be achievable. The penetration

of internet and broadband has also improved with 23.01 million internet subscribers and 14.57 million broadband

subscribers across the country. Source: The Indian Telecom Services Performance Indicators, April-June 2012

The telecom sector has witnessed a continuous rising trend in the total number of telephone subscribers. From 22.81

million telephone subscribers in 1999, the number increased to 951.34 million at the end of March, 2012. The total

number of telephones stands at 965.52 million at the end of June 2012 showing an addition of 14.18 million during

the period from March to June 2012. Wireless telephone connections have contributed to this growth as their number

went up from 165.09 million in March 2007 to 919.17 million at the end of March 2012 and at the end of June 2012 it

is 934.09. The wireline connections have however, declined from 40.77 million in March 2007 to 32.17 million in

March 2012 and 31.43 million in June 2012. Source: Annual Report 2012, DOT & The Indian Telecom Services

Performance Indicators, January- March 2012, April-June 2012

MOBILE VALUE ADDED SERVICES (“MVAS”) – AN OVERVIEW

Telecommunications had traditionally been a voice communication service enabling two or more people to connect

with one another. Any additional service enabling the subscriber to use the mobile phone for a host of purposes like

sending short messages, pictures, play games, listen to music, read news headlines, astrology, get flight information,

surf internet, mobile banking including mobile payments etc. Offered on telecom networks are value added services

offered by value added service providers (“MVAS Providers”). In addition to benefiting consumers MVAS is likely to

become a tool for additional revenue, service differentiation, and customer retention for service providers. Source:

The TRAI consultation paper on MVAS July 21, 2011

The mobile value added services such as m-banking, m-governance, location based services etc., has assumed

significance in recent times due to the rapid growth in wireless subscriber base. Consequently, the mobile phones

have transformed into a persuasive medium to deliver information services spanning various usage areas such as

governance, commerce, education and banking. Thus, m-powering is playing an instrumental role in bringing about

empowerment to all strata of society by their delivery of services. Source: Annual Report 2012, DOT

Mobile banking

Mobile phones as a medium for extending banking services have off late been attaining greater significance. The rapid

growth in users and wider coverage of mobile phone networks have made this medium an important platform for

extending banking services to customers. With the rapid growth in the number of mobile phone subscribers in India,

banks have been exploring the feasibility of using mobile phones as an alternative channel of delivery of banking

services. Some banks have started offering information based services like balance enquiry, stop payment instruction

of cheques, transactions enquiry, and location of the nearest automatic teller machine/branch etc. Banks offering

mobile banking service must ensure that customers having mobile phones of any network operator is in a position to

avail of the service. The reserve bank of India has recognised the role of another important stakeholder the mobile

- 2 -

network operator as technology service provider in the process of encouraging mobile banking in India. The mobile

network operators are expected to play the role of a technology service provider while banks are expected to provide

banking services. The USSD platform offers a common gateway to customers of all banks to easily access and use

mobile banking services. The major advantage of USSD is that the interbank mobile payment system could become

accessible even through low end handsets. Source: ‘Mobile banking transactions in India - Operative Guidelines for

Banks’, RBI accessed on January 8, 2012

Mobile governance

A strategy and its implementation to leverage available wireless and new media technology platforms, mobile phone

devices and applications for delivery of public information and services to citizens and businesses. The mobile

governance framework of Government of India aims to utilize the massive reach of mobile phones and harness the

potential of mobile applications to enable easy and round-the-clock access to public services, especially in the rural

areas. The framework aims to create unique infrastructure as well as application development ecosystem for m-

Governance in the country. Source: The Gazette of India, Framework for mobile governance, Ministry of

Communications & Information Technology January 2012. Various channels, such as voice, text (e-mail and SMS),

general packet radio service, USSD, SIM toolkit, cell broadcast, and multimedia messaging service will be incorporated

to ensure that all users are able to access and use the mobile based services. Bihar government has leveraged mobile

technology in state which utilizes the omnibus features of mobiles for the reporting and monitoring of public service

delivery on the ground level by using a simple SMS. Source:

http://bpsm.bih.nic.in/bpsmnewweb/webpages/home.htm, accessed on January 08, 2013. The m-governance project

being implemented by the Kerala state information technology mission involves the utilization of all kinds of wireless

and mobile technology services, applications and devices for governance. The M-Governance project in Kerala is a

comprehensive mobile governance project aimed at enabling the 90 government departments and m-powering the

people. The mobile governance service delivery platform of Kerala has the following components (a) e-SMS (b)

multimedia messaging service gateway (c) out bound voice diallers (d) Bluetooth kiosks (Source:

http://www.itmission.kerala.gov.in/ accessed on January 08, 2013)

Numerous of mobile governance program has been launched by varied department of government of India through

mobile applications. For the effective implementation of these program government has established mobile electronic

governance service delivery gateway (“MSDG”).The purpose of setting up the MSDG is to provide a one-stop

ecosystem for enabling the delivery of various electronic government services through mobile devices in an efficient

manner with minimum effort for the participating government departments and agencies. MSDG will also help in

enhancing the interoperability of mobile-based services among various government departments and reduce the total

cost of development and deployment of applications for m-Governance services. MSDG provides an integrated

platform for delivery of government services to citizen over mobile devices using SMS, USSD, LBS, or mobile

applications installed on the mobile phones.

Location based services (“LBS”)

Location based services refer to a broad range of service that utilize the knowledge of the geographical position of a

mobile device, in order to provide service based on that information. It allows consumers to receive services and

advertising based on their geographic location. Such services can be provided in response to a consumer’s manual

input of his or her location information into the handset or by using a technology to track the location of the

consumer automatically. Through LBS information about traffic, restaurants, retail stores, travel arrangements, routes,

vehicle tracking etc. can be provided. In addition LBS can also help in law enforcement and emergency services. LBS

include tracking, information, navigation, gaming, communication, advertising, billing etc. (Source: Technology Digest,

August 2012, TRAI)

As per market forecast 2011-2015 the global location based services market is experiencing strong growth. Revenue is

expected to reach US$ 10.3bn in 2015, up from US$ 2.8bn in 2010. Some of the key factors in the recent fast uptake of

the LBS are the simplicity of the services, increasing GPS enabled handsets and smartphone adoption, success of new

business models, continued growth of mobile advertising, wider coverage and higher speed of mobile networks,

availability of the application on multiple bearers including USSD and the service reaching subscribers even with the

most basic mobile handsets. (Source: Technology Digest, August 2012, TRAI) Location based services (“LBS”)

http://bpsm.bih.nic.in/bpsmnewweb/webpages/home.htm,%20accessed%20on%20January%2008

http://www.itmission.kerala.gov.in/

- 3 -








August 2012, TRAI)






most basic mobile handsets. (Source: Technology Digest, August 2012, TRAI)

- 4 -

SUMMARY OF BUSINESS

Overview

We are a telecom solutions company specializing in providing customized products and services using mobile

communications technology. We offer our products and services to TSPs, State Governments, enterprises and

financial institutions across India. Our products and services are classified into (i) VAS segment providing solutions

over text, voice and data to TSPs and their subscribers; and (ii) Enterprise Solution segment providing customized

products and services to government departments, public sector companies, enterprises and financial institutions

including implementation of M-Governance projects for various State Governments. In addition, we have two

subsidiaries Getz Shoppe & Exim Private Limited and Forward Media Private Limited. Getz Shoppe & Exim Private

Limited operates in the trading of consumer durable goods whereas Forward Media Private Limited operates in the

print and digital media industry.

In the VAS segment, our products and services are classified into two parts- (i) Consumer VAS and (ii) Network VAS.

Consumer VAS includes services which are targeted at subscribers of TSPs and network VAS includes managed services

for TSPs.

In the Enterprise solutions segment, we provide hosted solutions and technology consulting ranging from general

information technology (“IT”) consulting to specialized telecom consulting to enterprises and various government

departments. Further, we are one of the major companies in India operating in the M-Governance space having

deployed M-Governance solutions for three State Governments, namely Kerala, Goa and Nagaland. Our M-

Governance initiatives in the State of Kerala has been recognized in a World Bank report titled ‘Maximizing Mobile’ in

the year 2012

Further, with the synergies of our experience and expertise in the VAS Solution, we are currently putting together a

mobile identity ecosystem, Mobile Express, which uses Mobile Digital Signatures to allow its users to digitally

authenticate numerous transactions thereby allowing the mass adoption of Mobile Digital Signature technology in

India. We have recently enrolled as a GSMA associate-member and also as a mobile identity working group member.

Our unconsolidated total income was ` 2,310.10 lacs for the Financial year ended March 31, 2012 and has grown at a

CAGR of 185.75% over our total income of ` 34.65 lacs for the period ending March 31, 2008. Our unconsolidated net

profit was ` 559.74 lacs for the Financial year ended March 31, 2012 as compared to ` (106.07) lacs for the period

ending March 31, 2008.

Our Competitive Strengths

We believe the following are our key competitive strengths:

Innovation and thought leadership

We have always put emphasis on process and product innovation and have strongly imbibed it into our work culture.

We believe that our flagship product Zero User Latch On alerts (“ZULO”), which is a usage and retention tool, is the

first of its kind in the industry and has helped TSPs sustain and grow revenues despite the tough competition present

in the Indian market.

We believe that we are the pioneers of M-Governance initiatives in India and we work closely with State

Governments, central departments, nodal agencies, TSPs and regulatory bodies for providing services that enable the

consumers to avail government services on their mobile handsets. We have entered into three comprehensive M-

Governance implementation projects in India with the State Governments of Kerala, Goa and Nagaland.

We also believe that we will be the first company to launch Mobile Digital Signature technology in India and to this

effect we have signed an exclusive agreement with Valimo, a Finland based Mobile Digital Signature Company.

Long-standing relationships with TSPs and government agencies

- 5 -

We have long-standing relationships with our TSPs through whom and also to whom we provide services. Our

customer contracts for VAS generally take the form of master contracts that allow us to add new products and

services rapidly with essentially the same terms and conditions as the original contract. Since our inception in

December 2006, we have not lost any major customers. We have been able to hold onto our customers because of

scalability, flexibility and constant innovation of our products and services.

Also, service deployments with our network customers involve complex hardware systems and software applications

deeply embedded within the network’s infrastructure and integrated into the network’s billing, provisioning, service

management, customer care and other core systems. In order to manage, maintain and operate the software

applications provided to our customers and integrate them into our joint product planning and new service

deployment processes, we maintain a high level of interaction and close working relationships with each of our TSP

clients.

We have also been providing services to various government agencies since the past three years and these initiatives

have been recognized by several of these government agencies.

Efficient and scalable business model

We use open source platforms to build our solutions which bring down our cost of services. In the open source

platforms, software is made available with an open source licence and the copyright holder provides the rights to

study; change and distribute the software. The use of open source platforms provides us with an advantage over

many of our competitors who use proprietary hardware and software. The use of open source platforms would also

help us keep pace with the rapid changes in technology as the development is generally available to a wide network of

people and communities who constantly provide inputs and methods to upgrade these platforms, making them more

efficient and updated. Due to these factors, use of open source platforms brings in a significant amount of flexibility

and scalability to our solutions.

Wide spread presence across India

We have servers deployed across twenty one telecom circles in India and also have local points of presence in most of

these telecom circles which help us to serve our existing customers more effectively and also generate new

customers. Further, we have also partnered with the State Governments of Kerala, Goa and Nagaland in the

implementation of the comprehensive M-Governance projects in their respective States on account of which our

implementation and support teams further strengthens our presence in these states.

Our Strategy

We aim to be a thought leader in the mobile identity domain and continue to build on our existing business. We

intend to achieve this through the following strategies:

Create a mobile identity ecosystem by using Mobile Digital Signature technology and make it available to the

masses in India

We intend to create a mobile identity ecosystem by using Mobile Digital Signature technology in India. We have

signed an exclusive license agreement with Valimo, a Finland based company having the proprietary rights to SIM

based Mobile Digital Signature technology. Further, we intend to provide this Mobile Digital Signature technology

through various other modes including SD Cards, audio jack devices, handset based secure elements, etc. Through the

proceeds of this Issue, we intend to start our pilot mobile identity project with customers of a leading financial

institution. This project would aim to provide digital authorization and authentication capabilities to these customers.

We believe that it will empower these customers to manage their financial and banking needs from the convenience

of their mobile phones. Once we have successfully completed this pilot project, we intend to scale the operation on a

national level by partnering with more enterprises, governments and financial institutions. Further, by use of this

technology, we intend to increase the number of use cases so that the number of people and the frequency of the

digital signature used by them becomes very high. Once this technology becomes main stream, we expect to become

one of the largest companies in the mobile identity space in the world in terms of the number of users.

- 6 -

Take advantage of the opportunities that the Mobile Digital Signature technology would provide for enhancing

security in the enterprise space

Large enterprises having high number of employees have particular needs with respect to employee and data security.

These enterprises generally use public key infrastructure (“PKI”) based tokens as a means to control access and prove

employee identity. We believe that the Mobile Digital Signature (wireless PKI) technology would provide a more

secure, convenient and cost effective mode of managing their employees’ digital identity. As a result of this, we

expect to garner additional revenues from enterprise clients and gain end-users in bulk in a relatively short period of

time.

Continue to innovate and develop our VAS and Enterprise Solutions in alignment with the changes in the industry

Our aim in the consumer VAS domain is to create a large number of new and innovative solutions which would be in

line with fast changing user preferences. We also intend to enable TSPs in India to enhance their subscribers’ network

VAS experiences and to enable them to manage and monitor subscribers’ needs using lifecycle management solutions.

Going forward, with respect to the Enterprise Solutions segment, we intend to develop new products and services on

an ongoing basis that appeal to enterprises, specifically banks and financial institutions, which we would bundle with

our mobile identity offerings.

Set up reseller networks for better leverage of our products and solutions across verticals and partner with experts

as consultants

We intend to set up reseller networks wherein we would partner with corporates and other entities to sell our

products and services. This network would more specifically help us with Mobile Express, our mobile identity solution,

once we are successful in implementing our pilot project in Kerala. The reseller network would be used to offer our

customers with all our products and services under various business segments including that of Mobile Express. This

network would be in addition to our existing channels of marketing.

Further, we intend to bring on board experts from banking, telecom and various government sectors as consultants in

order to align ourselves to the customer expectations. We believe that this will also help us make timely upgrade and

modification to our products and services based on the changing industry dynamics and the customer preferences.

Strengthening our Research and Development capabilities

In the industry we operate in, R&D plays a very important role and is often the differentiator between leaders and

followers. We intend to continue to invest in R&D so that our R&D capabilities become one of the best in the industry

and set a benchmark. We believe that the products of our R&D activities will continue to differentiate us from our

competitors and position us well for obtaining contracts for complex and critical projects. We also intend to file a

number of patents to strengthen our IPRs.

Continue to attract, train and retain skilled employees and focus on building our brand

We intend to further develop our employee retention strategy and place special emphasis on attracting and retaining

highly skilled employees. We will continue to invest in the career development and training of our employees, with

the objective of further enhancing their technical skills and leadership capabilities.

Further, we intend to invest in developing the “MobME” brand in India. We seek to achieve this by developing new

products and moreover, by exploring avenues in which our products and services could be used, especially in the

mobile identity segment. We believe that a strong brand will contribute in attracting and retaining talented

manpower and enhancing our business operations and customer acquisition.

- 7 -

SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial statements derived from our unconsolidated restated financial

statements as of and for the six months ended September 30, 2012 and the Financial years 2012, 2011, 2010, 2009

and 2008 and our consolidated restated financial statements as of and for the six months ended September 30, 2012

and the Financial year 2012. These restated financial statements have been prepared in accordance with Indian GAAP

and the Companies Act and restated in accordance with the SEBI ICDR Regulations and are presented in “Financial

Statements” on page 124. The summary financial statements presented below should be read in conjunction with our

restated financial statements, the notes and annexures thereto and “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” on page 199.

SUMMARY UNCONSOLIDATED FINANCIAL INFORMATION

Summary Unconsolidated statement of assets and liabilities, as restated

(All amounts are in Indian rupees lacs, except share data and where otherwise stated)

Particulars

As at 31 March As at

30

September

2012 2008 2009 2010 2011 2012

Non-current assets

Fixed assets

Tangible assets 33.94 43.34 69.14 170.01 254.96 306.27

Intangible assets 0.70 8.14 20.01 13.02 9.62 8.30

Deferred tax asset, net - 0.01 - - - -

Non-current investments - - - - 100.80 120.80

Long-term loans and advances 1.48 5.50 17.93 48.44 93.08 101.47

Other non-current assets - 1.06 5.99 21.82 19.09 21.09

Total 36.12 58.05 113.07 253.29 477.55 557.93

Current assets

Current investments - - - 44.95 - -

Trade receivables 14.09 49.86 153.76 545.21 729.94 814.46

Cash and bank balances 27.11 33.66 72.94 236.07 295.96 304.70

Short-term loans and advances 10.35 14.10 14.38 51.62 348.71 368.36

Other current assets - - - 167.45 207.11 209.61

Total 51.55 97.62 241.08 1,045.30 1,581.72 1,697.13

Non-current liabilities

Long-term borrowings - - 3.41 2.00 186.72 205.50

Deferred tax liability, net 1.46 - 3.59 73.55 62.70 5.73

Long-term provisions 0.37 0.74 1.93 7.17 12.53 14.93

Total 1.83 0.74 8.93 82.72 261.95 226.16

Current liabilities

Short-term borrowings - - - - 30.00 30.00

Trade payables 0.36 3.27 35.57 83.61 141.54 98.17

Other current liabilities 11.43 26.07 50.41 162.33 119.13 110.25

Short-term provisions 1.16 0.76 - 23.02 - -

Total 12.95 30.10 85.98 268.96 290.67 238.42

Net worth 72.89 124.83 259.24 946.91 1,506.65 1,790.48

Net worth represented by

- 8 -

Particulars


30

September

2012 2008 2009 2010 2011 2012

Share capital 122.96 136.11 144.91 160.00 160.00 200.00

Share application money pending allotment 40.00 15.00 64.00 - - -

Reserves and surplus (90.07) (26.28) 50.33 786.91 1,346.65 1,590.48

Net worth 72.89 124.83 259.24 946.91 1,506.65 1,790.48

Note: The above statement should be necessarily read with the notes to the restated unconsolidated summary

statements and the significant accounting policies as appearing in Annexure IV to the restated unconsolidated

financial information beginning on page 125 of this DRHP.

Summary Unconsolidated statement of profit and loss, as restated


Particulars

For the period from

12 December 2006

to 31 March 2008

For the year ended 31 March

For the period

from

1 April 2012 to

30 September

2012 2009 2010 2011 2012

Income

Income from services 34.24 133.36 373.39 1,932.75 2,252.87 1,049.74

Other income 0.41 0.07 0.50 2.44 57.22 1.37

Total 34.65 133.43 373.89 1,935.19 2,310.09 1,051.11

Expenditure

Employee benefits 70.83 53.10 116.25 364.89 711.55 411.55

Other expenses 55.73 71.89 140.93 536.28 752.91 306.54

Finance charges 0.13 0.52 0.16 5.78 5.13 7.00

Depreciation/ amortisation 11.34 11.90 25.87 37.42 62.23 52.73

Total 138.03 137.41 283.21 944.37 1,531.82 777.82

Net profit before tax (103.38) (3.98) 90.68 990.82 778.27 273.29

Less: Provision for tax

Current tax / minimum

alternate tax - - (10.47) (245.08) (229.38) (116.30)

Fringe benefit tax (1.23) (0.76) - - - -

Deferred tax (charge) /

benefit (1.46) 1.47 (3.60) (69.96) 10.85 56.97

Total provision for tax (2.69) 0.71 (14.07) (315.04) (218.53) (59.33)

Net profit after tax, as

restated (106.07) (3.27) 76.61 675.78 559.74 213.96




- 9 -

Summary Unconsolidated statement of cash flows, as restated


Particulars

For the period

from

12 December

2006

to 31 March

2008


For the period from

1 April 2012 to

30 September 2012 2009 2010 2011 2012

Cash flows from operating

activities

Net profit/(loss) before tax,

as restated -103.38 -3.98 90.68 990.82 778.27 273.29

Adjustments for:


Finance charges 0.13 0.52 0.16 5.78 5.13 7.00

Interest income 0.00 -0.06 -0.24 -2.44 -12.75 -1.37

Provision for bad and

doubtful debts 0.00 0.00 0.00 0.00 0.00 27.09

Profit on sale of investments 0.00 0.00 0.00 0.00 -44.05 0.00

Profit on sale of fixed assets 0.00 0.00 0.00 0.00 -0.18 0.00

Operating cash flows before

working capital changes -91.91 8.38 116.47 1,031.58 788.65 358.74

Decrease / (increase) in trade

receivables -14.09 -35.77 -103.90 -391.45 -184.73 -111.61

Decrease / (increase) in loans

and advances and other

current assets

-10.40 -4.87 -7.59 -266.47 -369.44 -19.99

Increase /(decrease) in

liabilities and provisions 12.16 17.92 56.57 165.06 15.64 -54.03

Cash generated from / (used

in) operating activities before

taxes

-104.24 -14.34 61.55 538.72 250.12 173.11

Income taxes paid -1.50 -5.06 -21.04 -206.92 -261.62 -128.85

Net cash generated from /

(used in) operating activities

[A]

-105.74 -19.40 40.51 331.80 -11.50 44.26

Cash flows from investing

activities

Purchase of fixed assets -45.98 -29.06 -63.54 -131.31 -145.49 -102.73

Proceeds from sale of fixed

assets 0.00 0.32 0.00 0.00 1.90 0.00

Purchase of investments 0.00 0.00 0.00 -44.95 -100.80 -20.00

Sale of investments 0.00 0.00 0.00 0.00 89.00 0.00

Interest received 0.00 0.00 0.00 2.74 12.75 1.37

Net cash used in investing

activities [B] -45.98 -28.74 -63.54 -173.52 -142.64 -121.36

Cash flows from financing

activities:

Proceeds from issue of share

capital 178.96 55.21 57.80 11.89 0.00 69.87

Proceeds from secured loans,

net 0.00 0.00 4.67 -1.26 216.01 18.43

Interest paid -0.13 -0.52 -0.16 -5.78 -1.98 -2.46

- 10 -

Particulars

For the period

from

12 December

2006

to 31 March

2008


For the period from

1 April 2012 to

30 September 2012 2009 2010 2011 2012


(used in) financing activities

[C]

178.83 54.69 62.31 4.85 214.03 85.84

Net increase / (decrease) in

cash and cash equivalents

[A+B+C]

27.11 6.55 39.28 163.13 59.89 8.74

Cash and cash equivalents at

the beginning of the year /

period

0.00 27.11 33.66 72.94 236.07 295.96


the end of the year / period 27.11 33.66 72.94 236.07 295.96 304.70

Components of cash and

cash equivalents

Cash in hand 0.04 0.06 0.06 0.03 0.01 0.01

Balance with scheduled bank

in current accounts 27.07 32.00 70.28 67.71 120.09 204.14

in deposit accounts - 1.60 2.60 168.33 175.86 100.55

27.11 33.66 72.94 236.07 295.96 304.70

Note:

1. The cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3 on Cash Flow

Statements as prescribed by the Companies (Accounting Standards) Rules, 2006.

2. Note: The above statement should be necessarily read with the notes to the restated unconsolidated summary



SUMMARY CONSOLIDATED FINANCIAL INFORMATION

Summary Consolidated statement of assets and liabilities, as restated


Particulars As at

31 March 2012

As at

30 September 2012

Non-current assets

Fixed assets

Tangible assets 266.74 320.67

Intangible assets 9.62 8.30

Goodwill on consolidation 48.85 48.85

Non-current investments - 20.00

Long-term loans and advances 93.08 101.77

Other non-current assets 19.09 21.09

Total 437.38 520.68

Current assets

Inventory 96.51 236.78

Trade receivables 944.38 1,110.13

Cash and bank balances 302.50 306.03

- 11 -

Particulars As at

31 March 2012

As at

30 September 2012

Short-term loans and advances 171.86 134.95

Other current assets 207.11 209.61

Total 1,722.36 1,997.50


Long-term borrowings 187.80 207.54

Deferred tax liability, net 63.62 6.65

Long-term provisions 12.53 15.94

Total 263.95 230.13

Current liabilities

Short-term borrowings 77.29 235.21

Trade payables 211.81 177.67

Other current liabilities 127.28 136.75

Short-term provisions 5.79 0.14

Total 422.17 549.77

Minority interest 12.79 12.82

Net worth 1,460.83 1,725.46


Share capital 160.00 200.00

Reserves and surplus 1,300.83 1,525.46

Net worth 1,460.83 1,725.46

Note:

The above statement should be necessarily read with the notes to the restated consolidated summary statements and

the significant accounting policies as appearing in Annexure IV to the restated consolidated financial information

beginning on page 160 of this DRHP.

Summary Consolidated statement of profit and loss, as restated


Particulars For the year ended

31 March 2012

For the period from

1 April 2012 to

30 September 2012

Income

Income from services 2,257.23 1,070.48

Income from sale of goods - 1,214.12

Other income 57.22 1.37

Total 2,314.45 2,285.97

Expenditure

Cost of goods sold - 1,126.93

Employee benefits 718.59 447.13

Other expenses 771.75 388.00

Finance charges 5.13 16.04

Depreciation, amortisation and impairment 79.23 53.61

- 12 -


31 March 2012

For the period from

1 April 2012 to

30 September 2012

Total 1,574.70 2,031.71

Net profit before tax 739.75 254.26


Current tax (229.38) (116.44)

Deferred tax benefit 3.55 56.97

Total provision for tax (225.83) (59.47)

Net profit after tax before minority interest 513.92 194.79

Share of minority interest - 0.03

Net profit after tax, as restated 513.92 194.76

Note:


the significant accounting policies as appearing in Annexure IV to the restated consolidated financial information

beginning on page 160 of this DRHP.

Summary Consolidated statement of cash flows, as restated



31 March 2012

For the period from

1 April 2012 to

30 September 2012

Cash flows from operating activities

Net profit before tax as restated 739.75 254.26

Adjustment on account of consolidation - -

Adjustments for:

Depreciation/ amortisation/ impairment 79.23 53.61


Interest income (12.75) (1.37)

Profit on sale of fixed assets (0.18) -

Profit on sale of investments (44.05) -

Provision for bad and doubtful debts - 27.09

Operating cash flows before working capital changes 767.13 349.63

Decrease / (increase) in inventories (96.51) (140.27)

Decrease / (increase) in trade receivables (399.17) (192.84)

Decrease / (increase) in loans and advances and other current assets (166.14) 26.47

Increase /(decrease) in liabilities and provisions 92.05 (23.42)

Cash generated from operating activities before taxes 197.36 19.57

Income taxes paid (255.83) (134.64)

Net cash generated from operating activities [A] (58.47) (115.07)

- 13 -


31 March 2012

For the period from

1 April 2012 to

30 September 2012

Cash flows from investing activities

Purchase of fixed assets (200.72) (96.42)

Proceeds from sale of fixed assets 1.90 -

Purchase of investments - (20.00)

Sale of investments 89.00 -

Payments for net assets acquired of subsidiaries, net of cash (42.46) -

Interest received 12.75 1.37

Net cash used in investing activities [B] (139.53) (115.05)

Cash flows from financing activities:

Proceeds from issue of share capital - 69.87

Proceeds from secured loans, net 266.41 175.28

Interest paid (1.98) (11.50)

Net cash generated from financing activities [C] 264.43 233.65

Net increase in cash and cash equivalents [A+B+C] 66.43 3.53

Cash and cash equivalents at the beginning of the year / period 236.07 302.50

Cash and cash equivalents at the end of the year / period 302.50 306.03

Components of cash and cash equivalents

Cash on hand 1.71 0.23


in current accounts 124.93 204.74

in deposit accounts 175.86 101.06

302.50 306.03

Note:

1. The cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3

on Cash Flow Statements as prescribed by the Companies (Accounting Standards) Rules, 2006.

2. The above statement should be necessarily read with the notes to the restated consolidated summary

statements and the significant accounting policies as appearing in Annexure IV to the restated consolidated


- 14 -

THE ISSUE

The following table summarizes the Issue details:

Issue(1)

Issue of up to 705,600 Equity Shares, aggregating up to `[] lacs

Issue reserved for the Marker

Makers

35,400 Equity Shares of ` 10 each for cash at a price of ` [] per share

aggregating to `[] lacs

Net Issue 670,200 Equity Shares

Of which:

(A) QIB Portion(1)(2) (3)

335,100 Equity Shares

Of which:

Mutual Fund Portion 11,700 Equity Shares

Balance for all QIBs including

Mutual Funds 222,600 Equity Shares

(B) Non-Institutional Portion(1)

Not less than 100,800 Equity Shares

(C) Retail Portion(1)

Not less than 234,300 Equity Shares

Equity Shares outstanding prior to

the Issue 2,116,416 Equity Shares

Equity Shares outstanding after the

Issue 2,822,016 Equity Shares

Use of proceeds of the Issue See “Objects of the Issue” on page 39 of the Draft Red Herring Prospectus.

(1)

In the event of over-subscription, Allotment shall be made on a proportionate basis, subject to valid Bids being

received at or above the Issue Price. In the event of under-subscription, if any, in the Non-Institutional Portion, and

Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the

discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange. However, under-

subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a

combination of categories.

(2) Our Company, in consultation with the BRLM, may allocate up to 30% of the QIB Portion, consisting of 100,800

Equity Shares, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One third of

the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from

domestic Mutual Funds at or above the Anchor Investor Issue Price. In case of under subscription in the Anchor

Investor Portion, the remaining Equity Shares will be added back to the QIB Portion. For further details, see “ Issue

Procedure” on page 257 of the Draft Red Herring Prospectus.

(3)

Such number of Equity Shares representing 5% of the QIB Portion shall be available for allocation on a proportionate

basis to Mutual Funds only. The remainder of the QIB Portion shall be available for allocation on a proportionate basis

to QIBs, subject to valid Bids being received from them at or above the Issue Price. In the event that the demand from

Mutual Funds is greater than 11,700 Equity Shares, allocation shall be made to Mutual Funds proportionately, to the

extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate

demand by QIBs, be available for allocation proportionately out of the remainder of the QIB Portion, after excluding

the allocation in the Mutual Fund Portion. However, in the event of under-subscription in the Mutual Fund Portion,

the balance Equity Shares in the Mutual Fund Portion will be added to the QIB Portion and allocated to QIBs (including

Mutual Funds) on a proportionate basis, subject to valid Bids at or above Issue Price.

- 15 -

GENERAL INFORMATION

Our Company was incorporated on December 12, 2006 as MobME Wireless Solutions Private Limited as a private

limited company under the Companies Act and name of our Company was subsequently changed to MobME Wireless

Solutions Limited vide a fresh certificate of incorporation dated January 15, 2013. For further details, see “History and

Certain Corporate Matters” on page 83 of the Draft Red Herring Prospectus.

Registered Office of our Company

MobME Wireless Solutions Limited

41/3197, 4th

Floor

Bhagheeratha Square

Banerji Road

Kacherippady

Kochi 682018

Kerala

Tel: +91 484 6492646

Fax: +91 484 4019035

CIN: U64203KL2006PLC020093

Website: www.mobme.com

Address of the RoC

Our Company is registered with the RoC, situated at the following address:

Registrar of Companies

Company Law Bhavan

BMC Road, Thrikkakara

Kochi 682021

Kerala

Tel: +91 484 2421626

Fax: +91 484 2422327


Board of Directors

The Board of our Company comprises the following:

SNo Full Name Address Designation DIN

1. Mr. George Brody

204, High Canyon Court, Richardson, Texas,

75080, USA

Chairman, Non-Executive and

Independent Director

02014824

2. Mr. Jose Thomas

Pattara

Door No 423, Pattara Puthenveedu,

Thanneermukom, South Muhamma Post

Office, Alappuzha 688525

Non-Executive and Non-


00061511

3. Mr. Sanjay

Vijayakumar

Sarovaram, KP-I/864, Convent Road,

Muttada Post Office, Trivandrum 695025

Executive and Non-


00595475

4. Mr. Sony Joy 9/347, IMA Lane, Mission Quarters,

Thrissur 680001

Executive and Non-


01876554

5. Mr. Aynampudi

Subbarao

E-43, Nivedita Kui, Sector X, RK Puram, New

Delhi 110022

Non-Executive and


03518681

For further details of the Directors, see “Our Management” on page 88 of the Draft Red Herring Prospectus.

- 16 -

Compliance Officer

Our Company has appointed Ms. Smitha Varma, as its Compliance Officer. Her contact details are as follows:

Ms. Smitha Varma

41/3197, 4th Floor

Bhagheeratha Square

Banerji Road

Kacherippady

Kochi 682018

Kerala

Tel: +91 484 6492646

Fax: +91 484 4019035

E-mail: [email protected]

Investors can contact the Compliance Officer, the BRLM or the Registrar to the Issue in case of any pre-Issue or

post-Issue related problems, such as non-receipt of Allotment Advice, credit of Allotted shares in the respective

beneficiary account or refund orders.

All grievances pertaining to the Issue may be addressed to the Registrar to the Issue quoting the full name of the sole

or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, number of Equity Shares applied for,

date of Bid cum Application Form, name and address of the Syndicate Member where the Bid was submitted and

cheque or draft number and issuing bank thereof.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant

SCSB or Broker Centre or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any

of the Syndicate ASBA Bidding Locations or Broker Centre, as the case may be, quoting the full name of the sole or first

Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, number of Equity Shares applied for, date of

Bid cum Application Form, name and address of the member of the Syndicate or the Designated Branch, as the case

may be, where the ASBA Bid was submitted and ASBA Account number in which the amount equivalent to the Bid

Amount was blocked.

Book Running Lead Manager

IDBI Capital Market Services Limited

3rd

Floor, Mafatlal Centre

Nariman Point

Mumbai 400021, India

Tel: +91 22 4322 1212

Fax: +91 22 2285 0785


Website: www.idbicapital.com

Contact Person: Mr. Keyur Desai

Domestic Legal Counsel to the Issue

Desai & Diwanji

Lentin Chambers

Dalal Street, Fort


Tel: +91 22 3984 1000

Fax: +91 22 2265 8245

Registrar to the Issue

mailto:[email protected]

http://www.idbicapital.com/

- 17 -

Bigshare Services Private Limited

E/2, Ansa Industrial Estate

Sakivihar Road

Sakinaka, Andheri (East)


Tel: +91 22 404 30 200

Fax: +91 22 2847 5207


Investor Grievance ID: [email protected]

Website: www.bigshareonline.com

Contact Person: Mr. Ashok Shetty

SEBI Registration No.: INR000001385

Statutory Auditor to our Company

Sivaprasad and Associates

Chartered Accountants

KC-IV-24C, Aswathy

Y’s Men Colony

Vadakkevila P. O.

Madanada, Kollam 691010

Contact Person: Ms. R. Suja Sathish

Advisors to the Issue

GMA Capital Partners

2nd

Floor, #42/2411-B1, Power House Road

Cochin – 682018

Tel: +91 484 6400101


Website: www.gyanmagnus.com

Contact Person: Mr. Praveen Das

Bankers to the Issue/Escrow Collection Banks

[]

Self-Certified Syndicate Banks

Please note that in accordance with the provisions of SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April

29, 2011, all applicants who are QIBs, Non-Institutional Investors who comply with the conditions for being an ASBA

Investor shall mandatorily make use of ASBA facility. The equity shareholders are required to fill the CAF and

submit the same to their SCSB which in turn will block the amount as per the authority contained in the CAF and

undertake other tasks as per the specified procedure. Further, in terms of the SEBI circular CIR/CFD/DIL/1/2013

dated January 2, 2013; it is clarified that for making applications by banks on own account using ASBA facility, SCSBs

should have a separate account in own name with any other SEBI registered SCSB/s. Such account shall be used

solely for the purpose of making application in public issues and clear demarcated funds should be available in such

account for ASBA applications.

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website of the

SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For details on Designated

Branches of SCSBs collecting the Bid cum Application Forms submitted by ASBA Bidders, refer to the above-mentioned

link.



http://www.bigshareonline.com/

http://at/

- 18 -

Syndicate Members

[]

Syndicate SCSB Branches

In relation to ASBA Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Syndicate

ASBA Bidding Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the

members of the Syndicate is available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.

For more information on such branches collecting Bid cum Application Forms from the members of the Syndicate at

Syndicate ASBA Bidding Locations, see the website of the SEBI.

Refund Banks

[]

Bankers to our Company

Federal Bank Limited

Ernakulam North Branch, P.B. No. 1927

Banerji Road, Ernakulam

Kochi 682018

Tel: +91 9961197418

Fax: +91 0484 2374738


Website: www.federalbank.co.in

Contact Person: Jose Mathew. K

ICICI Bank Limited

Kowdiar Branch, Nackolackai Chambers

TTC Junction, Kowdiar

Trivandrum 695003

Tel: +91 0471 3075356

Fax: +91 04712312081


Website: www.icicibank.com

Contact Person: Arun Rex Bob

IDBI Bank Limited

Samrudhi Magnet

Opposite Government Women’s College

Vazhuthacaud, Trivandrum

Tel: +91 0471 6450422

Fax: +91 0471 2331167


Website: www.idbi.com

Contact Person: Mr. Shiju Varghese

Induslnd Bank Limited

Janvilla City Centre, Vellayambalam, Sasthamangalam

Road, Sasthamangalam Post Office

Thiruvananthapuram 695010

Tel: +91 9846741702

Fax: +91 0471 4100839


Website: www.indusind.com

Contact Person: Sandeep R Krishnan

Credit Rating

As this is an Issue comprising only Equity Shares, credit rating is not required for the Issue.

SME IPO Grading and Rationale

The Issue has been graded by [] and assigned the [] indicating [] in comparison to other SMEs in India through its

report dated [].

Monitoring Agency

Pursuant to Regulation 16 of the SEBI ICDR Regulations, there is no requirement to appoint a monitoring agency for

the Issue.

Trustees

As this is an Issue of Equity Shares, the appointment of trustees is not required.


http://www.federalbank.co.in/


http://www.icicibank.com/

http://www.idbi.com/


http://www.indusind.com/

- 19 -

Experts

Except for the reports provided by the IPO grading agency furnishing the rationale for its grading of the Issue and the

report of the Statutory Auditor on the restated financial statements and the statement of tax benefits’, included in the

Draft Red Herring Prospectus, we have not obtained any other expert opinions.

Our Company has received consent from Sivaprasad and Associates, Chartered Accountants to include their name as

an expert under Section 58 of the Companies Act in the Draft Red Herring Prospectus and for inclusion of their report

dated February 6, 2013 on the restated financial statements of MobMe Wireless Solutions Limited included in the

Draft Red Herring Prospectus, and such consent has not been withdrawn as of the date of the Draft Red Herring

Prospectus.

Appraising Entity

No appraising entity has been appointed in respect of any project of our Company. The objects of this Issue and

means of finance are based on internal estimates of our Company.

Market Maker

As per Regulation 106(P) of the SEBI ICDR Regulations, IDBI Capital Market Services Limited, as the BRLM, will ensure

compulsory market making in the manner specified by SEBI for a minimum period of three years from the date of

listing of the Equity Shares of our Company.

Nominated Investor

There is no nominated investor for the Issue.

Inter se allocation of responsibilities

Since IDBI Capital Market Services Limited is the sole Book Running Lead Manager, all the responsibilities of the Issue

will be managed by IDBI Capital Market Services Limited.

Book Building Process

The Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the

Red Herring Prospectus within the Price Band. The Price Band and the minimum Bid lot size will be decided by our

Company in consultation with the BRLM and in accordance with the SEBI ICDR Regulations, and advertised in []

edition of [] (a widely circulated English national newspaper), [] edition of [] (a widely circulated Hindi national

newspaper) and [] edition of [] (a widely circulated Malayalam newspaper) and shall be made available on the

website of the Stock Exchange, at least five Working Days prior to the Bid/Issue Opening Date. The Issue Price is

finalized after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are:

our Company;

the BRLM;

the Syndicate Members who are intermediaries registered with the SEBI or registered as brokers with the

NSE and eligible to act as underwriters;

the Registrar to the Issue;

the Escrow Collection Banks; and

the SCSBs.

The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process,

wherein 50% of the Issue shall be available for allocation on a proportionate basis to QIBs, of which 5% shall be

reserved for Mutual Funds. Further, not less than 15% of the Issue shall be available for allocation on a proportionate

basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a

proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

- 20 -

Under-subscription, if any, in any category barring the QIB category, would be allowed to be met with spill-over from

any other category or combination of categories at the discretion of the Company, in accordance with the SEBI ICDR

Regulations, and in consultation with the BRLM and the Designated Stock Exchange. Our Company will comply with

the SEBI ICDR Regulations for the Issue. In this regard, our Company has appointed the Book Running Lead Manager to

procure subscriptions to the Issue.

In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIBs portion are not allowed to withdraw their

Bid(s) after the Bid/Issue Closing Date. For further details, please refer “Terms of the Issue” on page 252 of the Draft

Red Herring Prospectus.

QIBs and Non-Institutional Bidders shall compulsorily submit their Bids under the “ASBA Process”, which would entail

blocking of funds in the investor’s bank account rather than immediate transfer of funds to the respective Escrow

Accounts. Retail Individual Bidders have the option of submitting their Bids under the ASBA Process or through

cheques/demand drafts.

We will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI for this Issue. In this

regard, we have appointed IDBI Capital Market Services Limited as the Book Running Lead Manager to manage the

Issue and procure subscriptions to the Issue.

The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors

are advised to make their own judgment about investment through this process prior to making a Bid or application in

the Issue.

Retail Individual Bidders are advised to make their own judgment about investment through the ASBA process prior

to submitting a Bid cum Application Form.

Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for

illustrative purposes and is not specific to the Issue; and also excludes bidding by Anchor Investors or under the ASBA

Process)

Bidders can bid at any price within the Price Band. For instance, assume a price band of ` 20 to ` 24 per equity share,

issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table below. A

graphical representation of the consolidated demand and price would be made available at the bidding centres during

the bidding period. The illustrative book below shows the demand for the equity shares of the issuer company at

various prices and is collated from bids received from various investors.

Bid Quantity Bid Amount ( `) Cumulative Quantity Subscription (%)

500 24 500 16.70

1,000 23 1,500 50.00

1,500 22 3,000 100.00

2,000 21 5,000 166.70

2,500 20 7,500 250.00

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the

desired number of shares is the price at which the book cuts off, i.e., ` 22 in the above example. The issuer, in

consultation with the book running lead managers will, finalize the issue price at or below such cut-off price, i.e., at or

below ` 22. All bids at or above this issue price are valid bids and are considered for allocation in the respective

categories.

Steps to be taken by the Bidders for Bidding

1. Check eligibility for making a Bid (For further details, see “Issue Procedure - Who Can Bid” on page 260 of the

Draft Red Herring Prospectus).

2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum

Application Form, as applicable.

- 21 -

3. Ensure correctness of your PAN, DP ID and Client ID mentioned in the. Based on these parameters, the

Registrar will obtain the Demographic Details of the Bidders from the Depositories.

4. Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials

appointed by the courts, who may be exempt from specifying their PAN for transacting in the securities

market, for Bids of all values ensure that you have mentioned your PAN allotted under the I.T. Act in the Bid

cum Application Form (see “Issue Procedure –‘PAN’ or ‘GIR’ Number” on page 287 of the Draft Red Herring

Prospectus). The exemption for Central or State Governments and officials appointed by the courts and for

investors residing in Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims

of the investors by collecting sufficient documentary evidence in support of their claims.

5. Ensure that the Bid cum Application Form is duly completed as per instructions given in the Red Herring

Prospectus and in the Bid cum Application Form.

6. Bids by ASBA Bidders will have to be submitted to the designated branches of the SCSBs or to the members

of the Syndicate at the Syndicate ASBA Bidding Locations or the Broker Centre. Ensure that the SCSB where

the ASBA Account (as specified in the Bid cum Application Form) is maintained has named at least one branch

at that location for the members of the Syndicate to deposit Bid cum Application Forms (a list of such

branches is available at the website of the SEBI at www.sebi.gov.in).

7. Bids by ASBA Bidders may be submitted in the physical mode to the Syndicate at the Syndicate ASBA Bidding

Locations or the Broker Centre and either in physical or electronic mode, to the SCSBs with whom the ASBA

Account is maintained. ASBA Bidders should ensure that the ASBA Accounts have adequate credit balance at

the time of submission to the SCSB to ensure that the Bid cum Application Form is not rejected.

8. Bidders may also submit their Bids to the Broker Centre at locations covered under the nationwide network

of the Stock Exchange, an updated list of which is available on the website of the Stock Exchange. Bidders can

view the status of their Bids on the websites of Stock Exchanges.

Withdrawal of the Issue

Our Company, in consultation with the Book Running Lead Manager, reserves the right not to proceed with the Issue

at any time after the Bid Opening Date but before the Board meeting for Allotment, without assigning any reason

thereof. In such an event our Company would issue a public notice in the newspapers, in which the pre-issue

advertisements were published, within two days of the closure of the Issue, providing reasons for not proceeding with

the Issue. The BRLM, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the

ASBA Bidders within one day of receipt of such notification. Our Company shall also promptly inform the Stock

Exchange on which the Equity Shares were proposed to be listed.

If our Company withdraws the Issue after the Bid Closing Date, our Company shall state the reasons thereof in a public

notice within two days of the closure of the Issue. The public notice shall be issued in the same newspapers where the

pre-issue advertisement had appeared. The Stock Exchange shall also be informed of such withdrawal.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the

Stock Exchange, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Draft Red

Herring Prospectus after it is filed with the Stock Exchange.

Bid/Issue Programme

BID/ISSUE OPENS ON [], 2013

BID/ISSUE CLOSES ON [], 2013

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during

the Bidding Period as mentioned above at the bidding centers mentioned in the Bid cum Application Form or, in case

- 22 -

of Bids submitted through ASBA, the Designated Branches of the SCSBs and the Syndicate ASBA Bidding Locations or

the Broker Centre, On the Bid/Issue Closing Date, Bids (excluding ASBA Bidders) shall be uploaded until (i) 4.00 p.m. in

case of Bids by QIB Bidders and Non-Institutional Bidders; and (ii) until 5.00 p.m. or until such time as permitted by

NSE in case of Bids by Retail Individual Bidders. It is clarified that Bids not uploaded in the book, would be rejected.

Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by NSE.

In case of discrepancy of data between the Stock Exchange and the Designated Branches of the SCSBs, the decision of

the Registrar to the Issue, in consultation with the BRLM, our Company and the Designated Stock Exchange, based on

the physical/electronic records, as the case may be, of the Bid cum Application Forms shall be final and binding on all

concerned. Further, the Registrar to the Issue may ask for rectified data from the SCSB.

Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to

submit their Bids one day prior to the Bid Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard Time)

on the Bid Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid Closing

Date, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot

be uploaded will not be considered for allocation in the Issue. If such Bids are not uploaded, our Company, the BRLM

and the Syndicate Members shall not be responsible. Bids will be accepted only on working days, i.e. Monday to Friday

(excluding any public holiday).

On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading the Bids

received from Retail Individual Bidders, after taking into account the total number of Bids received up to the closure of

timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock

Exchange within half an hour of such closure.

Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bidding Period in

accordance with the SEBI ICDR Regulations. The Cap Price shall be less than or equal to 120% of the Floor Price.

Subject to compliance with the immediately preceding sentence, the Floor Price can be revised up or down to a

maximum of 20% of the Floor Price as originally disclosed at least two working days prior to the Bid/Issue Opening

Date and the Cap Price will be revised accordingly.

In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days after

revision of the Price Band subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price

Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Stock

Exchange, by issuing a press release, and also by indicating the change on the website of the BRLM and at the

terminals of the members of the Syndicate.

Underwriting Agreement

Our Company has entered into an Underwriting Agreement dated [] with the Underwriter for the Equity Shares

proposed to be offered through the Issue. It is proposed that pursuant to the terms of the Underwriting Agreement,

the BRLM shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not

fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the

Underwriter are several and are subject to certain conditions, as specified therein. The Issue has been 100%

underwritten.

The Underwriter has indicated its intention to underwrite the following number of Equity Shares:

This portion has been intentionally left blank and will be filled in before filing of the Draft Red Herring Prospectus with

the RoC

Name, Address, Telephone, Fax, and Email

of the Underwriter

Indicated Number of Equity Shares to

be Underwritten

Amount Underwritten

(in lacs)

[] [] []

In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above

mentioned Underwriter is sufficient to enable them to discharge their respective underwriting obligations in full. The

- 23 -

abovementioned Underwriter is registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with

the Stock Exchange(s).

Notwithstanding the above table, the BRLM and the Syndicate Member(s) shall be responsible for ensuring payment

with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the

respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required

to procure/subscribe to Equity Shares to the extent of the defaulted amount. If the Syndicate Member(s) fails to fulfill

its underwriting obligations as set out in the Underwriting Agreement, the BRLM shall fulfill the underwriting

obligations in accordance with the provisions of the Underwriting Agreement.

The underwriting agreement shall list out the role and obligations of each Underwriter.

Market Making Arrangement

IDBI Capital Market Services Limited will act as the Market Maker and has agreed to receive or deliver the specified

securities in the market making process for a period of three years from the date of listing of our Equity Shares or for a

period as may be notified by amendment to SEBI ICDR Regulations.

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI ICDR Regulations, and

its amendments from time to time and the circulars issued by NSE and SEBI regarding this matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same

shall be monitored by the Stock Exchange. The spread (difference between the sell and the buy quote)

shall not be more than 10% or as specified by the Stock Exchange. Further, the Market Maker(s) shall

inform the exchange in advance for each and every black out period when the quotes are not being

offered by the Market Maker(s).

2. The minimum depth of the quote shall be 300 shares. However, the investors with holdings less than 300

shares shall be allowed to offer their holding to the Market Maker in that scrip provided that he sells his

entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.

3. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker for

the quotes given by him.

4. There would not be more than five Market Makers for a script at any point of time and the Market

Makers may compete with other Market Makers for better quotes to the investors.

5. The Market Maker(s) shall have the right to terminate its services by giving a three months’ notice or on

mutually acceptable terms to the BRLM, who shall then be responsible to appoint are placement Market

Maker(s).

In case of termination of services of the above mentioned Market Maker prior to the completion of the compulsory

Market Making period, it shall be the responsibility of the Lead Manager to arrange for another Market Maker in

replacement during the term of the notice period being served by the Market Maker but prior to the date of releasing

the existing Market Maker from its duties in order to ensure compliance with the requirements of regulation 106V of

the SEBI ICDR Regulations. Further our Company and the BRLM reserve the right to appoint other Market Makers

either as a replacement of the current Market Maker or as an additional Market Maker subject to the total number of

Designated Market Makers not exceeding five or as specified by the relevant laws and regulations applicable at that

particulars point of time.

- 24 -

CAPITAL STRUCTURE

The equity share capital as of the date of the Draft Red Herring Prospectus is set forth below:

(In ` except share data)

Sr.

No. Particulars Nominal Value

Aggregate value at

Issue Price#

(A) AUTHORISED SHARE CAPITAL

4,000,000 Equity Shares 40,000,000 []

(B) ISSUED, SUBSCRIBED AND PAID UP CAPITAL BEFORE THE

ISSUE

2,116,416 Equity Shares 21,164,160 []

(C) PRESENT ISSUE IN TERMS OF THE DRAFT RED HERRING

PROSPECTUS*

Issue of 705,600 Equity Shares 7,056,000 []

Which comprises

35,400 Equity Shares reserved as Market Maker Reservation

Portion 354,000

Net Issue of 670,200 Equity Shares 6,702,000

(D) SECURITIES PREMIUM ACCOUNT

Before the Issue 38,462,062

After the Issue# []

(E) ISSUED, SUBSCRIBED AND PAID UP EQUITY CAPITAL AFTER

THE ISSUE

2,822,016 Equity Shares 28,220,160 [] *

the Issue has been authorised by the Board at its meeting held on November 15, 2012, and by the shareholders of our

Company at their meeting held on December 10, 2012. #

Post finalisation of the Issue Price.

Changes to the authorised share capital since incorporation

Since incorporation, our authorised share capital has been altered as follows:

Sr.

No.

Particulars of change Date of Shareholders’

resolution

AGM/EGM

1. Increase in authorised share capital from `16,000,000 to `20,000,000 June 29, 2007 EGM

2. Increase in authorised share capital from `20,000,000 to `40,000,000 November 30, 2012 EGM

Notes to Capital Structure

1. Equity share capital history of our Company

i. The history of equity share capital of our Company is provided in the following table:

Date of

Allotment

No. of

Equity

Shares

Face

value

( `)

Issue

price (

`)

Nature of

consideratio

n (cash/other

than cash)

Nature of

Allotment

Cumulative

number of

Equity Shares

Cumulative

paid up capital

( `)

Cumulative

Securities

Premium ( `)

November 22,

2006 100 1,000 1,000 Cash

Initial

subscription to

the MoA(1)

100 100,000 Nil

December 20,

2007 1,175,600 10

(2) 10 Cash

Preferential

Allotment(3)

1,185,600 11,856,000 Nil

- 25 -

Date of

Allotment

No. of

Equity

Shares

Face

value

( `)

Issue

price (

`)

Nature of

consideratio

n (cash/other

than cash)

Nature of

Allotment

Cumulative

number of

Equity Shares

Cumulative

paid up capital

( `)

Cumulative

Securities

Premium ( `)

January 5, 2008 12,000 10 10 Cash Preferential

Allotment(4)

1,197,600 11,976,000 Nil

January 15,

2008 16,000 10 40 Cash

Preferential

Allotment(5)

1,213,600 12,136,000 480,000

February 9,

2008 16,000 10 80 Cash

Preferential

Allotment(6)

1,229,600 12,296,000

1,600,000

July 29, 2008 19,500 10 10 Cash Preferential

Allotment(7)

1,249,100 12,491,000

1,600,000

October 1, 2008 88 10 80 Cash Preferential

Allotment(8)

1,249,188 12,491,880 1,606,160

October 1, 2008 22,112 10 10 Other than

cash

Preferential

Allotment(9)

1,271,300 12,713,000 1,606,160

November 18,

2008 9,800 10 10 Cash

Preferential

Allotment(10)

1,281,100 12,811,000 1,606,160

November 18,

2008 80,000 10 93.75 Cash

Preferential

Allotment(11)

1,361,100 13,611,000 8,306,160

April 1, 2009 68,000 10 10 Cash Preferential

Allotment(12)

1,429,100 14,291,000 8,306,160

March 15, 2010 20,000 10 10 Cash Preferential

Allotment(13)

1,449,100 14,491,000 8,306,160

November 29,

2010 32,000 10 200 Cash

Preferential

Allotment(14)

1,481,100 14,811,000 14,386,160

November 29,

2010 118,900 10 10 Cash

Preferential

Allotment(15)

1,600,000 16,000,000 14,386,160

April 27, 2012 270,146 10 10 Cash Preferential

Allotment(16)

1,870,146 18,701,460 14,386,160

April 27, 2012 129,854 10 42.73 Other than

Cash

Preferential

Allotment(17)

2,000,000 20,000,000 18,671,342

December 6,

2012 116,416 10 180 Cash

Preferential

Allotment(18)

2,116,416 21,164,160 38,462,062

(1)

Initial allotment of 50 Equity Shares each to Mr. Sanjay Vijayakumar and Mr. Jose Thomas. (2)

Split of one Equity Share of face value of ` 1,000 each into 100 Equity Shares of face value of ` 10 each vide

the shareholders’ resolution dated June 29, 2007. (3)

Allotment of 38,400 Equity Shares each to Mr. Sanjay Vijayakumar, Mr. Sony Joy, Mr. Sijo Kuruvilla, Mr.

Ashwin Ramachandran, Mr. Kenny Jacob, Mr. Manoj V.K., Mr. Sajith M.R., Mr. Sanil S. and Mr. Sarath D.R and

790,000 Equity Shares and 40,000 Equity Shares respectively to Mr. Jose Thomas Pattara and Mr. M.B. Sanil

Kumar. (4)

Allotment of 1,000 Equity Shares each to Mr. Murali Gopalan, Mr. Ramesh Chandra Dutt, Mr. P.I. Mohammed

Kutty and CEO of Technopark and 8,000 Equity Shares to Mr. Manu Joseph Scaria. (5)

Allotment of 8,000 Equity Shares each to Mr. Anil Kumar Thikkovil and Mr. Sunil Jose. (6)

Allotment of 16,000 Equity Shares to Mr. George Brody. (7)

Allotment of 19,500 Equity Shares to Mr. Vivek Steve Francis. (8)

Allotment of 88 Equity Shares to Mr. George Brody. (9)

Allotment of 22,112 Equity Shares to Mr. George Brody for consideration other than cash for Professional and

consultancy services rendered by him. (10)

Allotment of 9,800 Equity Shares to Mr. George Brody. (11)

Allotment of 80,000 Equity Shares to Mr. Kunju Kutty Aniyan Kunju. (12)

Allotment of 20,000 Equity Shares each to Mr. Sanjay Vijayakumar, Mr. Sony Joy and Mr. Vivek Steve Francis

and 8,000 Equity Shares to Mr. Manu Joseph Scaria. (13)

Allotment of 20,000 Equity Shares to Mr. Vivek Steve Francis. (14)

Allotment of 32,000 Equity Shares to Mr. Kunju Kutty Aniyan Kunju. (15)

Allotment of 46,400 Equity Shares, 44,000 Equity Shares, 20,500 Equity Shares and 8000 Equity Shares,

respectively to Mr. Sanjay Vijayakumar, Mr. Sony Joy, Mr. Vivek Steve Francis and Mr. Manu Joseph Scaria.

- 26 -

(16) Allotment of 165,664 Equity Shares, 77,683 Equity Shares, 26,799 Equity Shares to Mr. Sanjay Vijayakumar,

Mr. Sony Joy and Mr. Vivek Steve Francis respectively. (17)

Allotment of 38,400 Equity Shares each to Mr. Lishoy Bhaskar and Mr. Vishnu Gopal and 14,400 Equity Shares

to Mr. Manu Joseph Scaria and 2,761 Equity Shares each to Mr. Anoop Sankar, Mr. Abe Sam Thomas, Mr.

Sajith MR, Mr. Nanda Sankaran, Mr. Febin Wilson, Mr. Jinson Abraham, Mr. Jacob Rohan Joseph, Mr. Thomas

Antony, Mr. Nithyan Martin, Mr. Gautham, Mr. Gokul Krishnan, Mr. Sijo Kuruvilla and Mr. Sarath D.R all being

employees of our Company. The allotment of Equity Shares is made for consideration other than cash in

respect to performance incentives to some of the employees of our Company. For further details, see risk

factor no. 5 on page xi of the Draft Red Herring Prospectus (18)

Allotment of 116,416 Equity Shares to Technology Development Board pursuant to conversion into Equity

Shares of the total outstanding amount of the project loan given by Technology Development Board.

ii. As on the date of the Draft Red Herring Prospectus, our Company does not have any preference share capital.

iii. All the Equity Shares were fully paid-up at the time of allotment by our Company.

2. Equity Shares issued for consideration other than cash

The details of the Equity Shares allotted for consideration other than cash are provided in the following table:

Date of

Allotment

Name of the

Allottee

No. of

shares

Face

Value

(`)

Issue Price

(`)

Reasons Whether any

benefits accrued

to the Company

October 1, 2008 Mr. George Brody 22,112 10 10 Professional and

consultancy services

Yes

April 27, 2012 Mr. Manu Joseph

Scaria

14,400 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Lishoy Bhaskar 38,400 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Vishnu Gopal 38,400 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Anoop Sankar 2,761 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Abe Sam

Thomas


April 27, 2012 Mr. Sajith MR 2,761 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Nanda

Sankaran


April 27, 2012 Mr. Febin Wilson 2,761 10 42.73 Performance incentive

April 27, 2012 Mr. Jinson

Abraham


April 27, 2012 Mr. Jacob Rohan

Joseph


April 27, 2012 Mr. Thomas

Antony


April 27, 2012 Mr. Nithyan Martin 2,761 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Gautham 2,761 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Gokul Krishnan 2,761 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Sijo Kuruvilla 2,761 10 42.73 Performance incentive Yes

April 27, 2012 Mr. Sarath DR 2,761 10 42.73 Performance incentive Yes

3. Our Company has not issued or allotted any Equity Shares in terms of scheme approved under sections 391-394

of the Companies Act.

4. Since incorporation, our Company has not revalued its fixed assets.

- 27 -

5. History of Equity Shares held by the Promoters and Promoter Group

(A) Build-up of the Promoters and Promoter Group shareholding in our Company

The table below presents the details of the build-up of shareholding of the Promoters and Promoter Group:

i. Mr. Sanjay Vijayakumar

Sr.

No.

Date of Allotment/

transfer

Number

of Equity

Shares

Face

Value (

`)

Issue/

acquisition

price per Equity

Share ( `)

Nature of the

transaction (Cash,

consideration

other than cash)

Nature of

transaction

% of pre-

Issue

capital

% of post-

Issue capital

1. November 22, 2006 50 1,000* 1,000* Cash

Initial

subscription to

the MoA

0.24* 0.18*

2. December 20, 2007 38,400 10 10 Cash Preferential

Allotment 1.81 1.36

3. December 20, 2007 5,000 10 10 Cash

Transfer to Mr.

Jose Thomas

Pattara

0.24 0.18

4. April 1, 2009 20,000 10 10 Cash Preferential

Allotment 0.94 0.71

5. June 17, 2009 38,400 10 10 Cash Transfer from

Mr. Sajith M R 1.81 1.36

6. December 1, 2009 19,200 10 10 Cash Transfer from

Mr. Sarath D R 0.91 0.68

7. November 29, 2010 46,400 10 10 Cash Preferential

Allotment 2.19 1.64

8. November 30, 2010 106,558 10 10 Cash

Transfer from

Mr. Jose

Thomas Pattara

5.03 3.78


Allotment 7.83 5.87

10. July 4, 2012 71,551 10 23.29 Cash

Transfer from

Mr. Jose

Thomas Pattara

3.38 2.54

* Split of 50 Equity Shares, amongst others, of face value of `1,000 each into 5,000 Equity Shares of face value of `10 each vide the

shareholders’ resolution dated June 29, 2007

ii. Mr. Sony Joy

Sr.

No.

Date of

Allotment/

transfer

Number of

Equity Shares

Face

Value (

`)

Issue/

acquisition

price per Equity

Share ( `)

Nature of the

transaction (Cash,

consideration

other than cash)

Nature of

transaction

% of pre-

Issue

capital

% of post-

Issue capital

1. December 20,

2007 38,400 10 10 Cash

Preferential

Allotment 1.81 1.36


Allotment 0.94 0.71

3. June 17, 2009 38,400 10 10 Cash

Transfer from

Mr. Sijo

Kuruvilla

1.81 1.36

4. December 1,

2009 19,200 10 10 Cash

Transfer from

Mr. Sarath D R 0.91 0.68

5. November 29,

2010 44,000 10 10 Cash

Preferential

Allotment 2.08 1.56

- 28 -

Sr.

No.

Date of

Allotment/

transfer

Number of

Equity Shares

Face

Value (

`)

Issue/

acquisition

price per Equity

Share ( `)

Nature of the

transaction (Cash,

consideration

other than cash)

Nature of

transaction

% of pre-

Issue

capital

% of post-

Issue capital

6. November 30,

2010 77,316 10 10 Cash

Transfer from

Mr. Jose

Thomas

Pattara

3.65 2.74


Allotment 3.67 2.75

8. July 4, 2012 71,550 10 23.39 Cash

Transfer from

Mr. Jose

Thomas

Pattara

3.38 2.54

iii. Mr. Vivek Steve Francis

Sr.

No.

Date of

Allotment/

transfer

Number of

Equity

Shares

Face

Value (

`)

Issue/

acquisition

price per

Equity Share

( `)

Nature of the

transaction

(Cash,

consideration

other than

cash)

Nature of

transaction

% of pre-

Issue

capital

% of post-

Issue

capital

1. July 29, 2008 19,500 10 10 Cash Preferential

Allotment 0.92 0.69

2.

April 1, 2009 20,000 10 10 Cash

Preferential

Allotment 0.94 0.71

3. March 15, 2010 20,000 10 10 Cash Preferential

Allotment 0.94 0.71

4. November 29,

2010 20,500 10 10 Cash

Preferential

Allotment 0.97 0.73

5. November 30,

2010 14,926 10 10 Cash

Transfer from

Mr. Jose

Thomas

Pattara

0.71 0.53


Allotment 1.27 0.95

7. July 4, 2012 71,550 10 23.29 Cash

Transfer from

Mr. Jose

Thomas

Pattara

3.38 2.54

iv. Mr. Jose Thomas Pattara

Sr.

No.

Date of

Allotment/

transfer

Number of

Equity Shares

Face

Value ( `)

Issue/

acquisition

price per

Equity Share (

`)

Nature of the

transaction

(Cash,

consideration

other than cash)

Nature of

transaction

% of pre-

Issue capital

% of post-

Issue capital

1. November 22,

2006 50 1,000* 1000* Cash

Initial

subscription to

the MoA

0.24* 0.18*

2. December 20,

2007 790,000 10 10 Cash

Preferential

Allotment 37.33 27.99

3. December 20,

2007 5,000 10 10 Cash

Transfer from

Mr. Sanjay

Vijayakumar

0.24 0.18

- 29 -

Sr.

No.

Date of

Allotment/

transfer

Number of

Equity Shares

Face

Value ( `)

Issue/

acquisition

price per

Equity Share (

`)

Nature of the

transaction

(Cash,

consideration

other than cash)

Nature of

transaction

% of pre-

Issue capital

% of post-

Issue capital

4. November 30,

2010 106,558 10 10 Cash

Transfer to Mr.

Sanjay

Vijayakumar

5.03 3.78

5. November 30,

2010 77,316 10 10 Cash

Transfer to Mr.

Sony Joy 3.65 2.74

6. November 30,

2010 14,926 10 10 Cash

Transfer to Mr.

Vivek Steve

Francis

0.71 0.53

7. July 4, 2012 71,551 10 23.29 Cash

Transfer to Mr.

Sanjay

Vijayakumar

3.38 2.54

8. July 4, 2012 71,550 10 23.29 Cash Transfer to Mr.

Sony Joy 3.38 2.54

9. July 4, 2012 71,550 10 23.29 Cash

Transfer to Mr.

Vivek Steve

Francis

3.38 2.54


shareholders’ resolution dated June 29, 2007.

6. Details of Promoters contribution locked in for three years

The Equity Shares which are being locked-in are eligible for computation of promoters’ contribution in accordance

with the provisions of the SEBI ICDR Regulations.

Pursuant to the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Issue paid up capital of our

Company held by the Promoters shall be locked in for a period of three years from the date of Allotment of Equity

Shares in the Issue.

i. The details of such lock-in are set forth in the table below:

Sr.

No.

Date of Transaction

and when made

fully paid-up

Nature of transaction Number of

Equity Shares

Face Value (

`)

Issue/

Acquisition

price per

Equity Share (

`)

% of post

Issue capital

1. Mr. Sanjay Vijayakumar

November 22, 2006 Initial subscription to the MoA 5,000* 10* 10* 0.18*

December 20, 2007 Preferential Allotment 38,400 10 10 1.36

April 1, 2009 Preferential Allotment 20,000 10 10 0.71

June 17, 2009 Transfer from Mr. Sajith M R 38,400 10 10 1.36

December 1, 2009 Transfer from Mr. Sarath D R 19,200 10 10 0.68

November 29, 2010 Preferential Allotment 35,543 10 10 1.26

2. Mr. Sony Joy



June 17, 2009 Transfer from Mr. Sijo Kuruvilla 38,400 10 10 1.36

December 1, 2009 Transfer from Mr. Sarath D R 19,200 10 10 0.68


- 30 -

Sr.

No.

Date of Transaction

and when made

fully paid-up

Nature of transaction Number of

Equity Shares

Face Value (

`)

Issue/

Acquisition

price per

Equity Share (

`)

% of post

Issue capital

3. Mr. Vivek Steve Francis

July 29, 2008 Preferential Allotment 19,500 10 10 0.69


March 15, 2010 Preferential Allotment 20,000 10 10 0.71


November 30, 2010

Transfer from Mr. Jose Thomas

Pattara 14,926 10 10 0.53

4. Mr. Jose Thomas Pattara

November 22, 2006 Initial subscription to the MoA 5,000* 10* 10* 0.18*


Total 564,404 20.00


shareholders’ resolution dated June 29, 2007.

ii. The Equity Shares that are being locked-in are not ineligible for computation of Promoters’ contribution under

Regulation 33 of the SEBI ICDR Regulations. In this connection, we confirm the following:

a. The Equity Shares offered for minimum 20% Promoters’ contribution have not been acquired in the last

three years for consideration other than cash and revaluation of assets or capitalization of intangible assets

or bonus shares out of revaluation reserves, or unrealized profits of our Company or from a bonus issue

against Equity Shares which are otherwise ineligible for computation of Promoters’ contribution;

b. The Equity Shares offered for minimum 20% Promoters’ contribution do not include any Equity Shares

acquired during the preceding one year at a price lower than the price at which the Equity Shares are being

offered to the public in the Issue;

c. The Equity Shares offered for minimum 20% Promoters’ contribution were not issued to the Promoters

upon conversion of a partnership firm;

d. The Equity Shares offered for minimum 20% Promoters’ contribution are not subject to any pledge; and

e. The minimum Promoters’ contribution has been brought to the extent of not less than the specified

minimum lot and from persons defined as Promoter under the SEBI ICDR Regulations. Our Company has

obtained a consent dated January 20, 2013 from our Promoters’ to include such number of Equity Shares

held by them as may constitute 20% of the post-Issue equity share capital of our Company, held by them,

for three years from the date of Allotment and for lock-in of the balance pre-Issue equity share capital of

our Company, held by them, for a period of one year from the date of Allotment. Equity Shares offered by

the Promoter for the minimum Promoters’ contribution are not subject to pledge.

7. Details of the equity share capital locked in for one year

In terms of the SEBI ICDR Regulations, other than 20% of the post-Issue shareholding held by the Promoters which are

locked in for three years as specified above, the entire pre-Issue equity share capital will be locked-in for a period of

one year from the date of Allotment.

8. Lock-in of Equity Shares to be Allotted, if any, to the Anchor Investor

Any Equity Shares allotted to Anchor Investor Portion shall be locked-in for a period of 30 days from the date of

Allotment.

- 31 -

9. Other requirements in respect of lock-in

Under Regulation 39 (a) of the SEBI ICDR Regulations, the locked-in Equity Shares held by the Promoters can be

pledged only with scheduled commercial banks or public financial institutions as collateral security for loans granted

by such banks or financial institutions provided that the pledge of the Equity Shares is one of the terms of the sanction

of the loan. Further, under Regulation 39(b) of the SEBI ICDR Regulations, the Equity Shares constituting 20% of the

fully diluted post-Issue capital of our Company held by the Promoters that are locked in for a period of three years

from the date of Allotment of Equity Shares in the Issue, may be pledged only if, in addition to complying with the

aforesaid condition, the loan has been granted by the banks or financial institutions for the purpose of financing one

or more Objects of the Issue.

Under Regulation 40 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters prior

to the Issue may be transferred to any other person holding the Equity Shares which are locked-in subject to

continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI

Takeover Regulations, as applicable. Further, Equity Shares held by the Promoters may be transferred to and among

the Promoter Group or to a new promoter or persons in control of our Company subject to continuation of the lock-in

in the hands of the transferees for the remaining period and compliance with the SEBI Takeover Regulations, as

applicable.

In addition, the Equity Shares held by persons other than our Promoters and locked-in for a period of one year from

the date of allotment in the Issue may be transferred to any other person holding Equity Shares which are locked-in,

subject to the continuation of the lock-in in the hands of transferees for the remaining period and compliance with the

SEBI Takeover Regulations, as amended from time to time.

The Promoters’ contribution has been brought in to the extent of not less than the specified minimum and from the

persons defined as Promoters under the SEBI Takeover Regulations.

10. Details of the shareholding of our Company

The table below presents the current shareholding pattern of our Company as per clause 37 of the SME Equity Listing

Agreement

Catego

ry

code

Category of

Shareholder

Number of

Share-

holders

(Pre Issue)

Total

number

of Equity

Shares (Pre

Issue)

Number of

Equity

Shares held

in

demateriali

zed form

Total shareholding as a

percentage of total

number of Equity

Shares (Pre Issue)

Equity Shares pledged

or otherwise

encumbered

Total shareholding as

a percentage of total

number of Equity

Shares (Post Issue)

As a

percentage

of (A+B)

As a

percent

age of

(A+B+C)

Number

of

Equity

Shares

As a

percentag

e

As a

percentag

e of (A+B)

As a

percent

age of

(A+B+C)

(A)

Shareholding

of Promoter

and Promoter

Group

1 Indian

(a)

Individuals/

Hindu

Undivided

Family

4 1,472,546 Nil 69.58 69.58 Nil Nil [] []

(b)

Central

Government/

State

Government(s

)

(c) Bodies

Corporate

(d)

Financial

Institutions/

Banks

(e) Any Others

(Specify)

- 32 -

Catego

ry

code

Category of

Shareholder

Number of

Share-

holders

(Pre Issue)

Total

number

of Equity

Shares (Pre

Issue)

Number of

Equity

Shares held

in

demateriali

zed form


percentage of total

number of Equity

Shares (Pre Issue)


or otherwise

encumbered



number of Equity

Shares (Post Issue)

As a

percentage

of (A+B)

As a

percent

age of

(A+B+C)

Number

of

Equity

Shares

As a

percentag

e

As a

percentag

e of (A+B)

As a

percent

age of

(A+B+C)

Trust

Any Other

Total

Sub

Total(A)(1) 4 1,472,54 Nil 69.58 69.58 Nil Nil [] []

2 Foreign Nil Nil Nil Nil Nil Nil Nil [] []

A

Individuals

(Non-

Residents

Individuals/

Foreign

Individuals)

B Bodies

Corporate

C Institutions

D

Any

Others(Specif

y)

Sub

Total(A)(2) Nil Nil Nil Nil Nil Nil Nil [] []

Total

Shareholding

of Promoters

and

Promoters

Group (A)=

(A)(1)+(A)(2)

4 1,472,546 Nil 69.58 69.58 Nil Nil [] []

(B) Public

shareholding

B 1 Institutions Nil Nil Nil Nil Nil Nil Nil [] []

(a) Mutual

Funds/ UTI [] []

(b)

Financial

Institutions /

Banks

[] []

(c)

Central

Government/

State

Government(s

)

[] []

(d) Venture

Capital Funds [] []

(e) Insurance

Companies [] []

(f)

Foreign

Institutional

Investors

[] []

(g)

Foreign

Venture

Capital

Investors

[] []

(h)

Nominated

investors (as

defined in

Chapter XB of

the SEBI ICDR

Regulations)

[] []

(i) Market

Makers [] []

(j) Any Other

(specify) [] []

- 33 -

Catego

ry

code

Category of

Shareholder

Number of

Share-

holders

(Pre Issue)

Total

number

of Equity

Shares (Pre

Issue)

Number of

Equity

Shares held

in

demateriali

zed form


percentage of total

number of Equity

Shares (Pre Issue)


or otherwise

encumbered



number of Equity

Shares (Post Issue)

As a

percentage

of (A+B)

As a

percent

age of

(A+B+C)

Number

of

Equity

Shares

As a

percentag

e

As a

percentag

e of (A+B)

As a

percent

age of

(A+B+C)

Sub-Total

(B)(1) Nil Nil Nil Nil Nil Nil Nil [] []

B 2 Non-

institutions [] []

(a) Bodies

Corporate 1 116,416 Nil 5.50 5.50 Nil Nil [] []

(b) Individuals [] []

I

Individual

shareholders

holding

nominal share

capital up to `

1 lac

20 58,654 Nil 2.77 2.77 Nil Nil [] []

II

Individual

shareholders

holding

nominal share

capital in

excess of `1

lac.

10 468,800 Nil 22.15 22.15 Nil Nil [] []

(c) Any Other

(specify) Nil Nil Nil Nil Nil Nil Nil [] []

Sub-Total

(B)(2) 31 643,870 Nil 30.42 30.42 Nil Nil [] []

(B)

Total Public

Shareholding 31 643,870 Nil 30.42 30.42 Nil Nil [] []

(B) =

(B)(1)+(B) (2)

TOTAL (A)+(B) 35 2,116,416 Nil 100 100 Nil Nil [] []

(C)

Equity Shares

held by

Custodians

and against

which

Depository

Receipts have

been issued

Nil Nil Nil Nil Nil Nil Nil [] []

GRAND

TOTAL

(A)+(B)+(C)

35 2,116,416 Nil 100 100 Nil Nil [] []

11. Shareholding of persons belonging to the Promoters and Promoter Group

Sr.

No

.

Name of the shareholder

Total Equity shares held Equity Shares pledged or otherwise

encumbered

No. of Equity

Shares

As a % of grand total

(A)+(B)+(C) above

No. of Equity

shares

As a % of grand total

(A)+(B)+(C) above

1. Mr. Sanjay Vijayakumar 506,173 23.91 Nil Nil

2. Mr. Sony Joy 386,549 18.26 Nil Nil

3. Mr. Jose Thomas Pattara 386,549 18.26 Nil Nil

4. Mr. Vivek Steve Francis 193,275 9.13 Nil Nil

12. Shareholding of persons belonging to the category ‘Public’ and holding more than 1% of our Equity Shares

Sr.

No.

Name of the shareholder Total Equity

Shares held

Equity Shares as a percentage of total number of

Equity Shares (i.e. grand total (A)+(B)+(C) indicated

as above)

- 34 -

Sr.

No.

Name of the shareholder Total Equity

Shares held

Equity Shares as a percentage of total number of

Equity Shares (i.e. grand total (A)+(B)+(C) indicated

as above)

1. Technology Development Board 116,416 5.50

2. Mr. Kunju Kutty Aniyan Kunju 112,000 5.29

3. Mr. George Brody 48,000 2.27

4. Mr. M.B. Sanil Kumar 40,000 1.90

5. Mr. Ashwin Ramachandran 38,400 1.81

6. Mr. Kenny Jacob 38,400 1.81

7. Mr. Manoj V.K 38,400 1.81

8. Mr. Sanil S 38,400 1.81

9. Mr. Manu Joseph Scaria 38,400 1.81

10. Mr. Lishoy Bhaskar 38,400 1.81

11. Mr. Vishnu Gopal 38,400 1.81

TOTAL 585,216 27.63

13. Statement showing details of Depository Receipts (DRs) : NIL

14. Statement showing holding of Depository Receipts (DRs), where underlying Equity shares are in excess of 1% of

the total number of Equity shares : NIL

15. Statement showing the voting pattern of shareholders, if more than one class of share/securities is issued by the

Issuer : NIL

16. Details about the shareholders and other confirmations

1. The Equity Shares held by top ten shareholders are as under:

i. As on the date of the Draft Red Herring Prospectus.

Sr.

No. Name of the shareholder No. of Equity Shares

Percentage of the total pre

issue equity share capital

1. Mr. Sanjay Vijayakumar 506,173 23.91

2. Mr. Sony Joy 386,549 18.26

3. Mr. Jose Thomas Pattara 386,549 18.26

4. Mr. Vivek Steve Francis 193,275 9.13





9.

Mr. Ashwin Ramachandran 38,400 1.81

Mr. Kenny Jacob 38,400 1.81

Mr. Manoj. V.K 38,400 1.81

Mr. Sanil. S 38,400 1.81

Mr. Manu Joseph Scaria 38,400 1.81

Mr. Lishoy Bhaskar 38,400 1.81

Mr. Vishnu Gopal 38,400 1.81

10.

Mr. Anoop Sankar 2,761 0.13

Mr. Abe Sam Thomas 2,761 0.13

Mr. Sajith MR 2,761 0.13

- 35 -

Sr.




Mr. Nanda Sankaran 2,761 0.13

Mr. Febin Wilson 2,761 0.13

Mr. Jinson Abraham 2,761 0.13

Mr. Jacob Rohan Joseph 2,761 0.13

Mr. Thomas Antony 2,761 0.13

Mr. Nithyan Martin 2,761 0.13

Mr. Gautham 2,761 0.13

Mr. Gokul Krishnan 2,761 0.13

Mr. Sijo Kuruvilla 2,761 0.13

Mr. Sarath DR 2,761 0.13

Total 2,093,655 98.88

ii. As of ten days prior to the date of the Draft Red Herring Prospectus.

Sr.





2. Mr. Sony Joy 386,549 18.26







9.



Mr. Manoj V.K 38,400 1.81

Mr. Sanil S. 38,400 1.81

Mr. Manu Joseph Scaria 38,400 1.81

Mr. Lishoy Bhaskar 38,400 1.81

Mr. Vishnu Gopal 38,400 1.81

10.

Mr. Anoop Sankar 2,761 0.13

Mr. Abe Sam Thomas 2,761 0.13

Mr. Sajith MR 2,761 0.13

Mr. Nanda Sankaran 2,761 0.13

Mr. Febin Wilson 2,761 0.13

Mr. Jinson Abraham 2,761 0.13

Mr. Jacob Rohan Joseph 2,761 0.13

Mr. Thomas Antony 2,761 0.13

Mr. Nithyan Martin 2,761 0.13

Mr. Gautham 2,761 0.13

Mr. Gokul Krishnan 2,761 0.13

Mr. Sijo Kuruvilla 2,761 0.13

Mr. Sarath DR 2,761 0.13

Total 2,093,655 98.88

iii. As of two years prior to the date of filing the Draft Red Herring Prospectus.

- 36 -

Sr.






3. Mr. Sony Joy 237,316 14.80





8.



Mr. Manoj V.K 38,400 2.40

Mr. Sanil S. 38,400 2.40

9. Mr. Manu Joseph Scaria 24,000 1.50

10.

Mr. P.I. Mohammad Kutty 1,000 0.06

Mr. Ramesh Chandra Dutt 1,000 0.06

Mr. Murali Gopalan 1,000 0.06

Total 1,583,000 98.88

17. Other than as set out below, no Equity Shares have been issued at a price, which may be lower than the Issue

Price during the year prior to the date of the Draft Red Herring Prospectus:

Date of Allotment No. of Equity Shares Issue price per Equity Share (in `)

April 27, 2012 400,000* 10

December 6, 2012 116,416** 180

* Allotment of 165,664 Equity Shares, 77,683 Equity Shares, 26,799 Equity Shares to Mr. Sanjay Vijayakumar, Mr. Sony

Joy and Mr. Vivek Steve Francis respectively for cash. Allotment of 38,400 Equity Shares each to Mr. Lishoy Bhaskar

and Mr. Vishnu Gopal and 14,400 Equity Shares to Mr. Manu Joseph Scaria and 2,761 Equity Shares each to Mr. Anoop

Sankar, Mr. Abe Sam Thomas, Mr. Sajith MR, Mr. Nanda Sankaran, Mr. Febin Wilson, Mr. Jinson Abraham, Mr. Jacob

Rohan Joseph, Mr. Thomas Antony, Mr. Nithyan Martin, Mr. Gautham, Mr. Gokul Krishnan, Mr. Sijo Kuruvilla and Mr.

Sarath D.R all being employees of our Company for consideration other than cash.

** Allotment of 116,416 Equity Shares to the Technology Development Board pursuant to conversion into Equity

Shares of the total outstanding amount of the project loan given by the Technology Development Board.

18. The Equity Shares, which are subject to lock-in, shall carry the inscription “non-transferable” and the non-

transferability details shall be informed to the depository. The details of lock-in shall also be provided to the Stock

Exchange before the listing of the Equity Shares.

19. Neither, our Company nor our Directors or the Promoters or the BRLM has entered into any buyback and/or

standby arrangements for the purchase of our Equity Shares other than the arrangements, if any, as permitted by

the SEBI ICDR Regulations.

20. Our Company does not have any scheme of employee stock option or employee stock purchase as on the date of


21. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the

nearer multiple of minimum allotment lot while finalizing the allotment, subject to minimum allotment being

equal to 300 Equity Shares, which is the minimum Bid size in this Issue. Consequently, the actual allotment may

go up by a maximum of 10% of the Issue as a result of which the post-Issue paid up capital after the Issue would

also increase by the excess amount of allotments so made. In such an event, the Equity Shares held by the

Promoters and subject to lock-in shall be suitably increased so as to ensure that 20% of the post-Issue paid up

capital is locked-in.

- 37 -

22. Our Company shall allocate 50% of the Issue to QIBs on a proportionate basis. 5% of the QIB Portion (excluding

Anchor Investor Portion) shall be available for allocation to Mutual Funds only and the remaining QIB Portion shall

be available for allocation to the QIB Bidders including Mutual Funds subject to valid Bids being received at or

above the Issue Price. Further, not less than 15% of the Issue will be available for allocation on a proportionate

basis to Non-Institutional Bidders and not less than 35% of the Issue will be available for allocation to Retail

Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at

or above the Issue Price. Under-subscription, if any, in any category, except in the QIB Portion, would be allowed

to be met with spill over from any other category or a combination of categories at the discretion of our

Company, in consultation with the BRLM and the Designated Stock Exchange.

23. During the past six months there have been no transactions in our Equity Shares, which have been purchased/

(sold) by our Promoters, their relatives and associates, persons in Promoter Group or the Directors of our

Company.

24. Except for the Issue our Company presently does not intend or propose any further issue of capital whether by

way of issue of Equity Shares or by way of issue of bonus issue, preferential allotment, rights issue or in any other

manner during the period commencing from submission of the Draft Red Herring Prospectus to SEBI until the

Equity Shares issued/ to be issued pursuant to the Issue have been listed.

25. The Promoter Group, the Directors of our Company and their relatives have not financed the purchase by any

other person of securities of the Issuer other than in the normal course of the business of any such

entity/individual or otherwise during the period of six months immediately preceding the date of the Draft Red

Herring Prospectus.

26. As on the date of the Draft Red Herring Prospectus, neither the BRLM nor their associates hold any Equity Shares

except for those Equity Shares bid for in the Issue towards subscribing to the Market Maker Reservation Portion

by IDBI Capital Market Services Limited and allotted in order to satisfy its role as Market Maker.

27. We have not raised any bridge loans against the proceeds of the Issue.

28. There are no outstanding warrants, financial instruments or any rights, which would entitle the Promoters or the

Shareholders or any other person any option to acquire any of the Equity Shares after the Issue.

29. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on date of the Draft Red

Herring Prospectus.

30. The Equity Shares issued pursuant to this Issue shall be fully paid-up.

31. Apart from the institution of a SEBI-complaint structure for employee stock options, we presently do not have any

intention or proposal, neither have entered into negotiations nor are considering to alter our capital structure for

a period of six months from the date of opening of the Issue, by way of split or consolidation of the denomination

of Equity Shares or further issue of equity (including issue of securities convertible into or exchangeable for,

directly or indirectly, for our Equity Shares) whether on a preferential basis or otherwise, except that if we acquire

companies, business or enter into joint venture(s), we may consider additional capital to fund such activities or to

use Equity Shares as a currency for acquisitions or participation in such joint ventures.

32. Our Promoters and members of the Promoter Group will not participate in the Issue.

33. Our Company, Directors, Promoters or Promoter Group shall not make any payments direct or indirect, discounts,

commissions, allowances or otherwise under this Issue except as disclosed in the Draft Red Herring Prospectus.

34. As per the RBI regulations, OCBs are not allowed to participate in this Issue, except with the specific permission of

the RBI.

35. As on the date of the Draft Red Herring Prospectus, the total number of holders of Equity Shares is 35.

- 38 -

36. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. We shall comply

with such disclosure and accounting norms as may be specified by SEBI from time to time.

37. There are restrictive covenants in the agreements entered into by our Company with certain lenders for short-

term and long-term borrowing. For further details, please see “Financial Indebtedness” on page 195 of the Draft


38. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue, subject to the

maximum limit of investment prescribed under relevant laws applicable to each category of Bidder.

39. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group

between the date of registering the Draft Red Herring Prospectus with the RoC and the Bid/Issue Closing Date

shall be reported to the Stock Exchange within twenty-four hours of such transaction.

- 39 -

OBJECTS OF THE ISSUE

The objects of the Issue are to finance our expansion plans and achieve the benefits of listing on the Stock Exchange.

We believe that listing will enhance our corporate image and brand name.

We intend to utilize the Issue Proceeds for the following objects:

1. Acquisition of land and construction of software production unit and facilitation centre;

2. Procuring computers, peripherals and other infrastructure for our software production unit and facilitation

centre;

3. Procurement of Crypto SIM cards from Gemalto Digital Security Pvt. Ltd. to be deployed in the pilot project

using Mobile Digital Signature technology;

4. License fee to Valimo Wireless Oy for use of its Mobile Digital Signature technology;

5. Procurement of Mobile Digital Signature certificates from an authorized certifying authority;

6. Procurement of 4,000 mobile phones; and

7. General corporate purposes.

Issue Proceeds

The details of the Issue Proceeds are summarized in the following table:

(` in lacs)

Particulars Amount

Gross proceeds of the Issue []

Issue expenses* []

Net proceeds of the Issue (gross proceeds of the Issue less Issue expenses, or “Net Proceeds”) []

* To be finalized upon determination of Issue Price

Schedule of implementation and deployment, use of Net Proceeds, requirement of funds and means of finance

We intend to utilize the Net Proceeds towards the objects, in accordance with the estimated schedule of

implementation and deployment of funds set forth in the table below.

(` in lacs)

Sr.

No.

Particulars Estimated amount to

be utilized from Net

Proceeds

Amount to

be deployed

in FY13

Amount to

be deployed

in FY14

Amount to

be deployed

in FY15

1. Acquisition of land and construction of our

software production unit and facilitation centre 567.84 149.80 418.20 Nil

2. Procuring computers, peripherals and other

infrastructure for our software production unit

and facilitation centre

121.97 Nil 121.97 Nil

3. Procurement of Crypto SIM cards from Gemalto

Digital Security Pvt. Ltd. to be deployed in the

pilot project using Mobile Digital Signature

technology

262.87 21.88 240.99 Nil

4. License fee to Valimo Wireless Oy for use of its

Mobile Digital Signature technology 354.94 71.56 105.91 177.47

5. Procurement of Mobile Digital Signature

certificates from an authorized certifying

authority

515.00 115.00 400.00 Nil

6. Procurement of 4,000 mobile phones 262.08 Nil 262.08 Nil

7. General corporate purposes* [] [] [] []

- 40 -

Sr.

No.

Particulars Estimated amount to

be utilized from Net

Proceeds

Amount to

be deployed

in FY13

Amount to

be deployed

in FY14

Amount to

be deployed

in FY15

Total [] [] [] []

* to be finalized upon determination of Issue Price

The main object clauses of the Memorandum of Association of our Company and objects incidental to the main

objects enable us to undertake our existing activities and the activities for which funds are being raised by us through

this Issue.

The fund requirements and deployment, as discussed above, are based on internal management estimates in light of

the current requirements of our business and are subject to change in light of changes in external circumstances or

costs, or in our financial condition, business or strategy, as discussed below. Our management, in response to the

competitive and dynamic nature of the industry, will have the discretion to revise its business plan and estimates from

time to time and consequently our funding requirements and deployment of funds may also change. This may also

include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a

particular object vis-à-vis the utilization of Net Proceeds, subject to compliance with applicable law.

In view of the competitive environment of the industry in which we operate, we may have to revise our business plan

from time to time and consequently our capital and operational expenditure requirements may also change. Our

Company’s historical capital deployment and operational expenditure may not be reflective of our future expenditure

plans. We may have to revise our outlay of costs, fund allocation and fund requirements owing to factors such as

economic and business conditions, increased competition and other external factors which may not be within the

control of our management. This may entail rescheduling or revising the planned expenditure and funding

requirements, including the expenditure for a particular purpose at the discretion of our management. See, “Risk

Factors – We have not entered into any definitive agreements to monitor the utilization of the Issue Proceeds and

the deployment of Issue Proceeds is entirely at the discretion of our Company” on page xx of the Draft Red Herring

Prospectus.

In case of any increase in the actual utilisation of funds earmarked for the objects of the Issue, such additional funds

for a particular activity will be met by way of means available to our Company, including from internal accruals and

any additional equity and/or debt arrangements. If the actual utilisation towards any of the objects is lower than the

proposed deployment such balance will be used for future growth opportunities including funding the other objects of

the Issue, if required including general corporate purposes. However, any change in the objects of the Issue, other

than those specified herein, post-listing of the Equity Shares shall be subject to compliance with the Companies Act

and such regulatory and other approvals and disclosures, as may be applicable.

Means of finance

We propose to fund the requirements of the objects detailed above entirely from the Net Proceeds. Accordingly, we

confirm that there is no requirement to make firm arrangements of finance under Regulation 4(2)(g) of the SEBI ICDR

Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be

raised through the Issue.

Details of the objects of the Issue

The Net Proceeds of this Issue will not be used to meet our working capital requirements. We propose to deploy the

Net Proceeds towards such identified activities as per the scheduled of implementation outlined in the table above.

A detailed explanation of the utilisation of the objects of the Issue is as described below.

1. Acquisition of land and construction of a software production unit and facilitation centre

- 41 -

Our Company requires 1 acre of land which we are proposing to acquire from Kerala Industrial Infrastructure

Development Corporation. The outlay for the said land is estimated to be ` 165.84 lacs and would be located at

KINFRA Hi-tech Park, Kalamassery, Kerala. Further, on this land, we propose to set up a software production unit and

facilitation centre spreading over 10,000 square feet with a seating capacity for around 100 employees. In the

software production unit and facilitation centre we intend to house our core functions such as technical teams for all

product lines, operations department and research & development department of our Company. The outlay for

setting up the software production unit and facilitation centre is estimated at ` 402.00 lacs. The break-up of the outlay

required for this object is outlined in the table below:

(` in lacs)

Sr. No. Particulars Estimated amount

1. Acquisition of land 165.84

2. Construction of the software production unit and facilitation centre 402.00

Total 567.84

Based on the quotation dated January 18, 2013 received from M/s Kumar Group, whom our Company is proposing to

appoint for constructing our software production unit and facilitation centre, the break-up of the construction costs as

given above is outlined below:

(` in lacs)

Sr. No. Particulars of construction costs Estimated amount

1. Steel and glass structure 187.50

2. Interior works 125.00

3. Air conditioning 37.50

4. Electrification 31.25

5. Water supply and sanitation 18.75

6. Stationeries and artifacts 2.00

Total 402.00

2. Procuring computers, peripherals and other infrastructure for our software production unit and facilitation

centre

We estimate to incur a total outlay of funds of ` 121.97 lacs for the procurement of computers, peripherals and other

infrastructure costs required in our software production unit and facilitation centre which is to be located at KINFRA

Hi-tech Park, Kalamassery, Kerala based on the quotation received the costs are set forth in the table below:

(` in lacs)

Particulars Supplier Date of quotation Estimated amount

Computers, peripherals and other infrastructure Sun Microsystems December 21, 2012 121.97

3. Procurement of Crypto SIM cards from Gemalto Digital Security Private Limited to be deployed in the pilot

project using Mobile Digital Signature technology

Our Company intends to initiate a pilot project for use of Mobile Digital Signature technology in Kerala for which we

would need Crypto SIM cards. We intend to procure the Crypto SIM cards from Gemalto Digital Security Private

Limited. We expect, based on the quote received, the estimated cost for the procurement of the Crypto SIM cards is

as under:

(` in lacs)

Particulars Supplier Date of quotation Estimated amount

Crypto SIM cards Gemalto Digital Security Private Limited December 10, 2012 262.50

4. License fee to Valimo Wireless Oy for use of its Mobile Digital Signature technology

- 42 -

Valimo Wireless Oy, a Finnish company has developed a Mobile Digital Signature technology. Our Company has

entered into an exclusive license agreement dated August 8, 2012 with Valimo Wireless Oy for three years for use of

this technology. Further, our Company has also entered into services agreement dated August 8, 2012 with Valimo

Wireless Oy for maintenance and support services for the said technology. Towards this our Company is to pay fees to

Valimo Wireless Oy which is determined as per terms of the respective agreements entered into with them.

As per the terms of the license agreement, our Company is to make payments to Valimo Wireless Oy based on the

number of actual active end users and a share of net revenue from the said technology subject to a minimum annual

license fee. During the term of the said agreement, our Company will have to pay Valimo Wireless Oy a minimum

license fee totaling to € 300,000 (` 216.87 lacs) over a period of three years. The minimum license fee of € 300,000 is

required to be paid by our Company in years two and three of the license agreement of € 100,000 and € 200,000

respectively.

As per the terms of the services agreement, an installation fee is to be paid to Valimo Wireless Oy based on four

milestones of €25,000 totaling to €100,000 (`71.56 lacs). Further, the fee for support services is to be paid by our

Company after delivery of the software installation at €4,000 (`2.86 lacs) payable per calendar month up to an agreed

number of users. As of the date of this Draft Red Herring Prospectus, in terms of the services agreement, our

Company has already paid the two milestones of €25,000 each totaling to € 50,000 (`39.52 lacs) to Valimo Wireless Oy

out of its internal accruals. Further, our Company estimates that € 146,000 (`104.48 lacs) would have to be paid to

Valimo Wireless Oy as per the terms of the services agreement. After this period, our Company believes that we

would have reached a sufficient scale of operations so that we would be able to meet these expenses out of internal

accruals.

5. Procurement of Mobile Digital Signature certificates from an authorized certifying authority

As part of the pilot project for use of Mobile Digital Signature technology in Kerala, our Company intends to procure

the mobile digital signatures from an authorized certifying authority. As per the quotation dated January 3, 2013

received by our Company the total estimated cost for procuring the digital signatures is ` 515.00 lacs. Further, the

authorized certifying authority would supply class 3 individual (two years validity) digital signatures to our Company.

The mobile digital signatures procured would be used in the pilot project using Mobile Digital Signature technology to

target end users which includes high net worth individuals and retail traders in Kerala. Our Company intends to

develop customized solutions/applications for such end users to enable them to transact by using the Mobile Digital

Signature technology.

6. Procurement of 4,000 mobile phones

Our Company intends to procure 4,000 mobile phones for an estimated cost of ` 262.08 lacs. The mobile phones are

to be utilized for the pilot project for use of Mobile Digital Signature technology in Kerala. The mobile phones

procured are to be leased out to the end users of Mobile Digital Signature technology. Through the pilot project our

Company would be testing the Mobile Digital Signature technology in these mobile phones where critical and core

solutions/applications are to be developed by our Company on the mobile phone platform for early adoption by such

end users.

7. General corporate purposes

We intend to use a part of the Net Proceeds, approximately ` [●] lacs, for general corporate purposes, as may be

approved by our Board of Directors or any duly authorized committee thereof. This may include and is not limited to

investments by way of strategic initiatives, initial development costs for projects other than the aforementioned

projects, acquisition of fixed assets, repayment of debt, brand building exercises, strengthening of our marketing

capabilities, meeting exigencies, which we may face in the ordinary course of business, or any other purposes as may

be approved by our Board of Directors. We confirm that the funds to be used towards general corporate purposes

shall not exceed 25% of the Net Proceeds and shall exclude payments towards expenses of the Issue.

- 43 -

Bridge financing facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Red

Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Issue expenses

The details of the estimated Issue expenses are set forth below:

(` in lacs)

Particulars Amounts* As a % of total expenses As a % of Issue size

Issue management fees (including fee to the BRLM,

underwriting commission, market making expenses,

brokerage and selling commission)

[] [] []

Registrar to the Issue [] [] []

Advisor to the Issue [] [] []

Bankers to the Issue [] [] []

IPO Grading Agency

Others:

- Printing and stationery [] [] []

- Listing fees [] [] []

- Postage, Advertising and marketing expenses [] [] []

- Miscellaneous [] [] []

Total estimated Issue expenses [] [] []

* to be finalized upon determination of Issue Price

Funds deployed till date

The details of the amount spent by our Company as on February 6, 2013 on the objects of the Issue are provided in

the table below:

(` in lacs)

Particulars* Amount*

Funds deployed

Payment to Valimo Wireless Oy in terms of the services agreement dated August 8, 2012 39.52

Total funds deployed 39.52

Sources of funds

Internal accruals 39.52

* Certified by our statutory auditor Sivaprasad and Associates, vide certificate dated February 6, 2013

Shortfall of Net Proceeds

In case of any shortfall of Net Proceeds, we intend to meet the same through internal accruals. In the event that

estimated utilization out of the Net Proceeds in a Financial year is not completely met, the same shall be utilized in the

next Financial year.

Appraisal of the objects of the Issue

None of the objects for which the Net Proceeds are proposed to be utilised have been financially appraised. The

estimates of the cost of the objects mentioned above are based on internal estimates of the Company and quotations

received from certain vendors.

- 44 -

Interim use of funds

Our management, in accordance with the policies established by the Board of Directors, will have flexibility in

deploying the Net Proceeds. Pending utilisation for the purposes described above, we intend to temporarily invest the

funds in high quality interest/dividend bearing liquid instruments including deposits with banks, investments in mutual

funds and other financial products and investment grade interest bearing securities, for the necessary duration. Such

investments would be in accordance with the investment policies approved by our Board of Directors from time to

time. Our Company confirms that pending utilisation of the Net Proceeds it shall not use the funds for any

investments in the equity markets.

Monitoring of utilisation of the Net Proceeds

In terms of Regulation 16(1) of the SEBI ICDR Regulations, we are not required to appoint a monitoring agency for the

purposes of this Issue. As required under the SME Equity Listing Agreement, the Audit Committee appointed by our

Board will monitor the utilization of the Issue proceeds. We will disclose the utilization of the proceeds of the Issue,

including interim use, under a separate head in our quarterly/half yearly financial disclosures and annual audited

financial statements until the Issue Proceeds remain unutilized, to the extent required under the applicable law and

regulation. We will indicate investments, if any, of unutilized proceeds of the Issue in the balance sheet of our

Company for the relevant Financial years subsequent to our listing.

Pursuant to clause 52 of the SME Equity Listing Agreement, our Company shall on a half yearly basis disclose to the

Audit Committee the uses and applications of the Net Proceeds of the Issue. On an annual basis, our Company shall

prepare a statement of funds utilised for purposes other than those stated in the Draft Red Herring Prospectus and

place it before the Audit Committee. Such disclosure shall be made only until such time that all the Net Proceeds of

the Issue have been utilised in full. The statement shall be certified by the statutory auditor of our Company.

Our Company shall inform material deviations in the utilisation of the Net Proceeds to the Stock Exchanges and shall

also be required to simultaneously make the material deviations/adverse comments of the Audit

committee/monitoring agency public through advertisement in newspapers/website.

Other confirmations

No part of the proceeds from the Issue will be paid by us as consideration to our Promoters, Promoter Group, our

Directors, Group Companies or Key Managerial Personnel, except in the normal course of our business.

For risks associated with respect to the objects of this Issue, please see "Risk Factors" beginning on page xi of the Draft


- 45 -

BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company, in consultation with the BRLMs on the basis of assessment of

market demand for the equity shares though the book-building process and on the basis of the following qualitative

and quantitative factors for the Equity Shares. The face value of the Equity Shares is ` 10 each and the Issue Price is []

times the face value at the lower end of the Price Band and [] times the face value at the higher end of the Price

Band.

Qualitative Factors

We believe the following business strengths allow us to successfully compete in the industry:

1. Innovation and thought leadership

2. Long-standing relationships with TSPs and government agencies

3. Efficient and scalable business model

4. Wide spread presence across India

For a detailed discussion on the qualitative factors, which form the basis for computing the price, see “Our Business –

Our Competitive Strengths” and “Risk Factors” on pages 67 and xi, respectively of the Draft Red Herring Prospectus.

Quantitative Factors

Information presented in this section is derived from our Company’s restated financial statements prepared in

accordance with Indian GAAP, Companies Act and the SEBI Regulations. Some of the quantitative factors, which form

the basis for computing the price, are as follows:

1. Earnings Per Share (EPS)

a. Basic EPS & Diluted EPS on a unconsolidated basis

Year ended Basic Diluted

EPS (in `) Weight EPS (in `) Weight

March 31, 2010 5.36 1 5.27 1

March 31, 2011 45.05 2 44.43 2

March 31, 2012 34.98 3 34.98 3

Weighted Average 33.40 33.18

Six months ended September 30, 2012# 11.01 NA* 11.01 NA

# Not Annualised

Notes:

i. The figures disclosed above are based on the unconsolidated restated summary statements of the Company

ii. The face value of each Equity Share is ` 10.

iii. Earnings Per Share has been calculated in accordance with Accounting Standard 20 - Earnings Per Share

issued by the Institute of Chartered Accountants of India.

iv. The above statement should be read with Significant Accounting Policies and the Notes to the Restated

Summary Statements as appearing in Annexure IV.

b. Basic EPS & Diluted EPS on a consolidated basis

Year ended Basic Diluted

EPS (in `) Weight EPS (in `) Weight

March 31, 2012 32.12 NA 32.12 NA

Six months ended September 30, 2012# 10.02 NA 10.02 NA

# Not Annualised

- 46 -

2. Price Earning (P/E) Ratio in relation to the Issue Price of ` [●] per Equity Share of ` 10 each

S.No

. Particulars

P/E on an

unconsolidated

Basis

P/E on an

Consolidated Basis

1 P/E ratio on the Basic EPS for the year ended March 31, 2012 at the

Floor Price [] []

2 P/E ratio on the Diluted EPS for the year ended March 31, 2012 at

the Floor Price [] []

3 P/E ratio on the Basic EPS for the year ended March 31, 2012 at the

Cap Price [] []

4 P/E ratio on the Diluted EPS for the year ended March 31, 2012 at

the Cap Price [] []

3. Peer Group P/ E: We believe that none of the listed companies are engaged in our line of business.

4. Return on Net Worth (RONW)*

Particulars Unconsolidated Weight Consolidated Weight

March 31, 2010 29.55% 1 NA 1

March 31, 2011 71.37% 2 NA 2

March 31, 2012 37.15% 3 35.18% 3

Weighted Average 47.29% 35.18%

Six months ended September 30, 2012# 11.95% - 11.29% -

* Please refer to Annexure XVI - Unconsolidated statement of accounting ratios and Annexure XVI - Consolidated

statement of accounting ratios on pages 156and 191 respectively, of this Draft Red Herring Prospectus # Not Annualised

5. Minimum Return on Net Worth after Issue to maintain Pre-Issue EPS for Financial Year 2012:

a. Based on Basic EPS on a unconsolidated basis:

At the Floor Price – [] based on the restated financial statements.

At the Cap Price – [] based on the restated financial statements.

b. Based on Diluted EPS on a unconsolidated basis:



c. Based on Basic EPS on a consolidated basis:



d. Based on Diluted EPS on a consolidated basis:



6. Net Asset Value per Equity Share

Particulars Unconsolidated ( `) Consolidated ( `)

March 31, 2010 17.89 NA

March 31, 2011 59.18 NA

March 31, 2012 94.17 91.30

- 47 -

Particulars Unconsolidated ( `) Consolidated ( `)

NAV After the Issue [] []

Issue Price* [] []

* Issue Price per Equity Share will be determined on conclusion of the Book Building Process.

7. Comparison with Industry Peers

As our Company is one of the few players that operate in the mobile communications technology space providing

services to consumers, enterprises and State Governments, there are no figures of comparable listed companies

available with us. Therefore, details on the comparison of accounting ratios of our Company with other listed entities

has not been given as our Company offers a diverse suite of services and there are no listed peers in the same line of

business.

For further details and to have a more informed view, please review the entire Draft Red Herring Prospectus including

in particular the sections titled “Risk Factors”, “Our Business” and “Financial Statements” on pages xi, 67 and 124,

respectively of the Draft Red Herring Prospectus. The face value of the Equity Shares is ` 10 each and the Issue price

will be [●] times the face value of Equity Shares. The Issue Price of `[] has been determined by us, in consultation

with the BRLMs on the basis of the demand from investors for the Equity Shares through the Book-Building Process

and is justified in view of the above qualitative and quantitative factors.

- 48 -

STATEMENT OF TAX BENEFITS

The Board of Directors

MobMe Wireless Solutions Limited,

Kacheripady,

Kochi – 682 018

Kerala

Re: Statement of possible tax benefits available to MobMe Wireless Solutions Limited and its Shareholders

We hereby report that the enclosed statement, prepared by the Company, states the possible tax benefits /

consequences available to MobMe Wireless Solutions Limited (‘the Company’) and its shareholders under the Income

Tax Act, 1961 and other Direct tax laws presently in force in India as on the date of preparation of this statement.

Several of these tax benefits/consequences are dependent on the Company or the Shareholders fulfilling the

conditions prescribed under the relevant tax laws. Hence, the ability of the Company or the Shareholders to derive tax

benefits is dependent upon fulfilling such conditions, which are based on business imperatives the Company may face

in the future, and accordingly, the Company may or may not choose to fulfill. No assurance is given that the revenue

authorities will concur with the views expressed herein.

The benefits disclosed in the enclosed annexure are not exhaustive in nature. The enclosed statement is only intended

to provide general information to the Company and is neither designed nor intended to be a substitute for

professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each

investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of

their participation in the issue.

We do not express any opinion or provide any assurance as to whether:

the Company or its shareholders will continue to obtain these benefits in future; and

the conditions prescribed for availing the benefits, where applicable have been/would be met with.

The contents of the enclosed statement, prepared by the Company are examined by us based on information,

explanations and representations obtained from the management of the Company. Further our examination is based

on our understanding of the business activities and operations of the Company and is also based on an interpretation

of the current tax laws in force in India as on the date of preparation of this statement which are subject to change

from time to time. We do not assume any obligation or responsibility to update the views consequent to these

changes. The Company takes the full and exclusive responsibility for preparing the Statement. Our responsibility is to

report on the Statement.

The Direct Taxes Code (“Code”) has been presented in the Parliament for approval and once approved would be

enacted as a law effective from the date of implementation. The enclosed statement does not incorporate the effect

of the same on the Company and its shareholders, as the Code has not yet been approved.

The enclosed statement is intended solely for your information and for inclusion in the offer document in connection

with the proposed rights issue of shares and is not to be used, referred to or distributed for any other purpose without

our prior written consent.

for Sivaprasad & Associates,


Firm Registration No: 116231W

Partner

Membership No: 203491

Place: Kollam

Date: February 6, 2013

- 49 -

STATEMENT OF TAX BENEFITS AVAILABLE TO MobME WIRELESS SOLUTIONS LIMITED (“THE COMPANY”) AND ITS

SHAREHOLDERS

A (i) Special tax benefits available to the Company under the Income Tax Act, 1961

1. The Company has a research unit duly approved by the Department of Scientific and Industrial Research

(“DSIR”). Under the provisions of Section 35 (2AB) of the Income Tax Act, 1961 (“the Act”) where a Company

engaged in the manufacture or production of any article or thing not being any article or thing specified in the

Eleventh Schedule, incurs any expenditure on scientific research on in house research approved by the DSIR,

the Company is eligible to claim an enhanced deduction of two hundred percent on such expenditure incurred.

In this regard, the Company has also currently applied to the DSIR for availing an enhanced deduction under

Section 35 (2AB) of the Act and is currently awaiting approval from the DSIR. The approval if received would

make the Company eligible for claiming enhanced deduction on scientific research expenditure applying the

provisions of section 35 (2AB) of the Act.

Tax benefits mentioned below in A (ii) are general tax benefits available to all the companies subject to

fulfillment of specified conditions.

A (ii) General Benefits available to the Company under the Income Tax Act, 1961:

1. Under section 10(34) of the Act, any income by way of dividends referred to in section 115-O received by the

Company from another domestic Company/ Companies is exempt from income-tax.

However, in view of the provisions of section 14A of Act, no deduction is allowed in respect of any

expenditure incurred in relation to earning such dividend income. The quantum of such expenditure liable for

disallowance is to be computed in accordance with the provisions contained therein.

Also, section 94(7) of the Act provides that losses arising from the sale/ transfer of shares or units purchased

within a period of three months prior to the record date and sold/ transferred within three months (in case of

shares) or nine months (in case of units) respectively after such date, will be ignored to the extent dividend

income on such shares or units is claimed as tax exempt.

2. Further, as per section 94(8) of the Act, if an investor purchases units within three months prior to the record

date for entitlement of bonus, and is allotted bonus units without any payment on the basis of holding

original units on the record date and such person sells/redeems the original units within nine months of the

record date, then the loss arising from sale/ redemption of the original units will be ignored for the purpose

of computing income chargeable to tax and the amount of loss ignored shall be regarded as the cost of

acquisition of the bonus units.

3. By virtue of section 10(35) of the Act, the following income shall be exempt in the hands of the company:

(a) Income received in respect of the units of a Mutual Fund specified under clause (23D) of section 10; or

(b) Income received is respect of units from the Administrator of the “specified undertaking”; or

(c) Income received in respect of units from the “specified company”.

Provided that this exemption does not apply to any income arising from transfer of units of the

Administrator of the specified undertaking or of the specified company or of a mutual fund, as the case

may be. For this purpose:

i. “Administrator” means the Administrator as referred to in clause (a) of section 2 of the Unit Trust of

India (Transfer of Undertaking and Repeal) Act, 2002.

- 50 -

ii. “Specified Company” means a company as referred to in clause (h) of section 2 of the Unit Trust of

India (Transfer of Undertaking and Repeal) Act, 2002;

4. As per the provisions of section 10 (38) of the Act, the long term capital gains (gain arising on transfer of long

term capital asset) arising to the Company from the transfer of shares or a unit of an equity oriented fund,

where the transaction of sale of such share or unit is entered into in a recognized stock exchange in India on

or after October 1, 2004 and chargeable to Securities Transaction Tax, will be exempt from tax in the hands of

the Company. The equity shares or units of an equity oriented fund are treated as long term assets if it is held

for a period of more than 12 months prior to the date of transfer.

Provided that the income by way of long-term capital gain of a company shall be taken into account in

computing the book profit and income-tax payable under section 115JB of the Act.

For this purpose ‘Equity Oriented Fund’ means a fund:

i. where the investible funds are invested by way of equity shares in domestic companies to the extent

of more than sixty-five per cent of the total proceeds of such fund; and

ii. which has been set up under a scheme of Mutual Fund specified under clause (23D) of section 10.

Provided that percentage of equity share holding shall be computed with reference to the annual

average of the monthly averages of the opening and closing figures.

5. Under section 32 of the Act, the Company is entitled to claim depreciation including additional depreciation,

subject to conditions specified therein, at the prescribed rate on its specified assets used for its business.

6. Under section 48 of the Act, if the investments in shares are sold after being held for not less than twelve

months, the gains, if any, will be treated as long-term capital gains and the gains will be calculated by

deducting from the gross consideration, the indexed cost of acquisition and indexed cost of improvement.

The indexed cost of acquisition / improvement refers to the cost of acquisition / improvement adjusted by

the cost of inflation index, as prescribed from time to time.

7. As per section 54EC of the Act and subject to the conditions and to the extent specified therein, long-term

capital gains (in cases not covered under section 10(38) of the Act) arising on the transfer of a long-term

capital asset will be exempt from tax subject to the limit of ` 50 lakhs in a year if the capital gains are

invested in a “long term specified asset” within a period of six months after the date of such transfer.

For the above purposes a “long term specified asset” inter-alia means any bond, redeemable after three

years and issued on or after the first day of April 2007 by the National Highways Authority of India

constituted under section 3 of the National Highways Authority of India Act, 1988, or by the Rural

Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

8. As per the provisions of section 111A of the Act the short term capital gains arising from the transfer of

equity shares or unit of an equity oriented fund, where the transaction of sale of such share/ unit is entered

into in a recognized stock exchange in India and chargeable to Securities Transaction Tax will be chargeable

to tax at the rate of 15% (plus applicable surcharge and education cess).

Where the gross total income includes short term capital gains referred to above, the deduction under

Chapter VI-A shall be allowed from the gross total income as reduced by such short term capital gains.

For the purpose of this section, ‘equity oriented fund’ shall have meaning as assigned to it in explanation to

section 10(38).

9. Under section 112 of the Act, and other relevant provisions of the Act, long term capital gains (In case not

covered under section 10(38) of the Act), arising on transfer of shares/ units, shall be taxed at a rate of 20%

- 51 -

(plus applicable surcharge and education cess). The tax shall however, not exceed 10% (plus applicable

surcharge and education cess) without indexation, if the transfer is made of a listed security.

The long term capital gains not covered under paragraph 3 and 8 above shall be chargeable to tax at the rate

of 20 percent (plus applicable surcharge and education cess) of the capital gains computed after indexing the

cost of acquisition /improvement.

10. The amount of tax paid under section 115JB by the Company for any assessment year commencing from 01

April 2006 and any subsequent assessment year, will be available as credit to the extent specified in section

115JAA for ten years succeeding the assessment year in which MAT credit becomes allowable in accordance

with the provisions of Section 115JAA of the Act.

11. As per section 74 of the Act, short-term capital loss can be set-off against short-term as well as long-term

capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off

against subsequent years’ short term as well as long term capital gains. Long term capital loss suffered during

the year can be set-off only against long-term capital gains. Balance loss, if any, could be carried forward for

eight years for claiming set-off against subsequent years’ long - term capital gains

12. Under section 35D of the Act, the Company will be entitled to a deduction equal to 1/5th of the expenditure

incurred of the nature specified in the said section, including expenditure incurred on present issue, such as

underwriting commission, brokerage and other charges, as specified in the provision, by way of amortisation

over a period of 5 successive years, beginning with the previous year in which the business commences or

after the commencement of its business in connection with the extension of its industrial undertaking or in

connection with setting up a new industrial unit, subject to the stipulated limits

13. Section 72 of the Act provides that the business loss shall be carried forward to the following assessment year

to be set off against the profits and gains of business and profession and the balance shall be allowed to be

carried forward for next 8 assessment years subject to the provisions of the Act. Unabsorbed depreciation, if

any, for any assessment year can be carried forward and set off against any source of income of subsequent

assessment years as per section 32 of the Act.

14. Under Section 115BBD of the Act where the total income of an assessee, being an Indian Company, for the

previous year includes any income by way of dividends declared, distributed or paid by a specified foreign

company, the income tax payable on the income earned by way of such dividends would be 15 percent.

B General Benefits available to the shareholders of the Company under the Income Tax Act, 1961:

B (i) General Benefits to Resident Shareholders

15. Under section 10(34) of the Act, any income by way of dividends referred to in section 115-O received from a

domestic company is exempt from income tax.




Also, section 94(7) of the Act provides that losses arising from the sale/ transfer of shares purchases within a

period of three months prior to the record date and sold/ transferred within three months after such date,

will be ignored to the extent dividend income on such shares is claimed as tax exempt.

16. As per the provisions of section 10 (38) of the Act any Long Term Capital Gains arising from the transfer of

shares, where the transaction of sale of such shares is entered into in a recognized stock exchange in India on

or after October 1, 2004 and chargeable to Securities Transaction Tax, will be exempt from tax. The equity

shares or units of an equity oriented fund are treated as long term assets if it is held for a period of more

than 12 months prior to the date of transfer.

- 52 -

Provided that the income by way of Long-term Capital Gain of a company shall be taken into account in

computing the book profit and Income-tax payable under section 115JB of the Act.

17. Under section 48 of the Act, if the investments in shares are sold after being held for not less than twelve

months, the gains, if any, will be treated as long-term capital gains and the gains will be calculated by

deducting from the gross consideration, the indexed cost of acquisition and indexed cost of improvement.

The indexed cost of acquisition / improvement refers to the cost of acquisition / improvement adjusted by

the cost of inflation index, as prescribed from time to time.

18. Under section 112 of the Act, and other relevant provisions of the Act, long term capital gains (In case not

covered under section 10(38) of the Act), arising on transfer of shares/ units, shall be taxed at a rate of 20%

(plus applicable surcharge and education cess). The tax shall however, not exceed 10% (plus applicable

surcharge and education cess) without indexation, if the transfer is made of a listed security.

19. In case of an individual or a Hindu Undivided Family, where the total taxable income as reduced by the long

term capital gains is less than the basic exemption limit, the long term capital gains will be reduced to the

extent of the shortfall and only the balance long term capital gains will be subject to tax in accordance with

the proviso to sub section (1) of section 112 of the Act.









21. As per the provisions of section 54F of the Act, long term capital gains (in cases not covered under section

10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family

will be exempt from tax if the net consideration is utilized, with in a period of one year before, or two years

after the date of transfer, in the purchase of a residential house, or for construction of a residential house

within three years.

22. Short-term capital gains arising on transfer of the shares (i.e. held for less than 12 months) of the Company

will be chargeable to tax at the rate of 15% (plus applicable surcharge and education cess) as per the

provisions of section 111A of the Act, if securities transaction tax is chargeable on such transaction. In case of

an individual or Hindu Undivided Family, where the total taxable income as reduced by short-term capital

gains is below the basic exemption limit, the short-term capital gains will be reduced to the extent of the

shortfall and only the balance short-term capital gains will be subjected to such tax in accordance with the

proviso to sub-section (1) of section 111A of the Act.

23. The short-term capital gains accruing to the shareholders of the Company from the transfer of the shares of

the Company otherwise than as mentioned in Paragraph 20 above shall be chargeable to the capital gains tax

at the normal tax rate applicable.

24. The short-term capital gains accruing to the shareholders of the Company from the transfer of the shares of

the Company otherwise than as mentioned in the Paragraph above shall be chargeable to the capital gains

tax at the normal tax rate applicable.

25. As per section 74 of the Act, Short Term Capital Loss suffered during the year is allowed to be set-off against

short term as well as Long Term Capital Gain of the said year. Balance loss, if any, could be carried forward

for eight years for claiming set-off against subsequent years’ short term as well as long term capital gains.

Long Term Capital Loss suffered during the year is allowed to be set-off against Long Term Capital Gains only.

- 53 -

Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’

Long Term Capital Gains only.

26. Where the business income of an assessee includes profits and gains of business arising from transactions on

which securities transaction tax has been charged, such securities transaction tax shall be deductible expense

from business income as per the provisions of section 36(1)(xv) of the Income-Tax Act,1961.

B (ii) Special Tax Benefits to Resident Shareholders

There are no special tax benefits available to the resident members of the Company (including domestic

companies).

B (iii) General Benefits to Non-resident Indians / Nonresident shareholders (Other than FIIs)









28. As per section 10(38) of the Act, long term capital gains arising to the shareholder from the transfer of a long

term capital asset being an equity share in a company or a unit of an equity oriented fund, where such

transaction is chargeable to securities transaction tax, will be exempt in the hands of shareholders. However,

the said exemption will not be available to a member being a company while computing the book profit and

the tax payable under section 115JB of the Act.

29. In accordance with, and subject to section 48 of the Income-Tax Act, capital gains arising on transfer of shares

of the Company which are acquired in convertible foreign exchange and not covered under Paragraph above

shall be computed by converting the cost of acquisition, expenditure in connection with such transfer and full

value of the consideration received or accruing as a result of the transfer into the same foreign currency as

was initially utilised in the purchase of shares and the capital gains computed in such foreign currency shall

be reconverted into Indian currency, such that the aforesaid manner of computation of capital gains shall be

applicable in respect of capital gains accruing / arising from every reinvestment thereafter and sale of shares

of the Company.

30. The long-term capital gains accruing to the shareholders of the Company from the transfer of the shares of

the Company otherwise than as mentioned in Paragraphs 26 and 27 above shall be chargeable to tax at the

rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the

cost of acquisition or at the rate of 10% (plus applicable surcharge and education cess) of the capital gains

computed before indexing the cost of acquisition, whichever is lower.

31. As per section 111A of the Act, short term capital gains arising from the sale of equity shares or units of an

equity oriented mutual fund, will be chargeable to tax at the rate of 15% (plus applicable surcharge and

education cess), if securities transaction tax is chargeable on such transaction.





- 54 -





33. As per the provisions of section 54F of the Act, long term capital gains (in cases not covered under section

10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family

will be exempt from tax if the net consideration is utilised, with in a period of one year before, or two years

after the date of transfer, in the purchase of a residential house, or for construction of a residential house

within three years.


which securities transaction tax has been charged, such securities transaction tax shall be a deductible

expense from business income as per the provisions of section 36(1)(xv) of the Income-Tax Act.

35. As per Section 74 of the Act, short-term capital loss suffered during the year is allowed to be set-off against

short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for

eight years for claiming set-off against subsequent years’ short-term as well as long-term capital gains. Long-

term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss,

if any, could be carried forward for eight years for claiming set- off against subsequent years’ long term

capital gains.

B (iv) Special Benefits to Non-resident Indians / Non-resident shareholders (Other than FIIs)

36. The tax rates and consequent taxation mentioned below will be further subject to any benefits available

under the Tax Treaty, if any, between India and the country in which the non-resident has fiscal domicile. As

per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of

the Double Taxation Avoidance Agreement (“DTAA”) to the extent they are more beneficial to the non-

resident.

37. Besides the above benefits available to non-residents, Non-Resident Indians (NRIs) have the option of being

governed by the provisions of Chapter XII-A of the Income-Tax Act which inter alia entitles them to certain

benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in

convertible foreign exchange.

38. As per section 115A of the Act, where the total income of a Non-resident (not being a company) or of a

foreign company includes dividends (other than dividends referred to in section 115O of the Act), tax payable

on such income shall be aggregate of amount of income-tax calculated on the amount of income by way of

dividends included in the total income, at the rate of 20 per cent (plus applicable surcharge and education

cess).

39. In accordance with section 115E of the Act, income from investment or income from long- term capital gains

on transfer of assets other than specified asset shall be taxable at the rate of 20% (plus applicable surcharge

and education cess). Income by way of long term capital gains in respect of a specified asset (as defined in

section 115C (f) of the act), shall be chargeable at 10% (plus applicable surcharge and education cess).

40. In accordance with section 115F of the Act, subject to the conditions and to the extent specified therein,

long-term capital gain arising from transfer of shares of the company acquired out of convertible foreign

exchange, and on which securities transaction tax is not chargeable, shall be exempt from capital gains tax, if

the net consideration is invested within six months of the date of transfer in any specified asset.

41. In accordance with section 115G of the Act, it is not necessary for a Non-resident Indian to file a return of

income under section 139(1), if his total income consists only of investment income earned on shares of the

company acquired out of convertible foreign exchange or income by way of long term capital gains earned on

transfer of shares of the company acquired out of convertible foreign exchange or both, and the tax has been

deducted at source from such income under the provisions of Chapter XVII-B of the Act.

- 55 -

42. As per section 115H of the Act, where a non-resident Indian becomes assessable as a resident in India, he

may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year

under section 139 of the Act to the effect that the provisions of Chapter XII-A shall continue to apply to him in

relation to such investment income derived from the specified assets for that year and subsequent

assessment years until such assets are transferred or converted into money.

43. In accordance with section 115-I, where a Non Resident Indian opts not to be governed by the provision of

chapter XII-A for any assessment year, his total income for that assessment year (including income arising

from investment in the company) will be computed and tax will be charged according to the other provisions

of the Income-tax Act.

C. Benefits to Foreign Institutional Investors (FIIs)









45. As per section 10(38) of the Act, long term capital gains arising from the transfer of a long term capital asset

being an equity share in a company or a unit of an equity oriented fund, where such transaction is chargeable

to securities transaction tax, will be exempt.

46. Under section 115AD(1)(b)(iii) of the Income-Tax Act, income by way of long-term capital gains arising from

the transfer of shares held in the Company not covered under Paragraph 43 above will be chargeable to tax

at the rate of 10% (plus applicable surcharge and education cess) without indexation benefit.

47. As per section 115AD read with section 111A of the Act, short term capital gains arising from the sale of

equity shares of the Company transacted through a recognized stock exchange in India, where such

transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus applicable

surcharge and education cess).

48. Under section 115AD(1)(b)(ii) of the Income-Tax Act, income by way of short- term capital gains arising from

the transfer of shares held in the Company not covered under Paragraph (iv) above will be chargeable to tax

at the rate of 30% (plus applicable surcharge and education cess).

49. The tax rates and consequent taxation mentioned above will be further subject to any benefits available

under the Tax Treaty, if any between India and the country in which the FII has fiscal domicile. As per the

provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax

Treaty to the extent they are more beneficial to the FII.

50. As per Section 74 of the Act, short-term capital loss suffered during the year is allowed to be set-off against

short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for

eight years for claiming set-off against subsequent years’ short-term as well as long-term capital gains. Long-

term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss,

if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term

capital gains.

- 56 -


which securities transaction tax has been charged, such securities transaction tax shall be a deductible

expense from business income as per the provisions of section 36(1) (xv).









D. Benefits to Mutual Funds

53. In view of the provisions of section 14A of Act, no deduction is allowed in respect of any expenditure incurred

in relation to earning such dividend income. The quantum of such expenditure liable for disallowance is to be

computed in accordance with the provisions contained therein.

54. Also, section 94(7) of the Act provides that losses arising from the sale/ transfer of shares purchases within a



55. Under section 10(23D) of the Act, any income of:

a. A Mutual Fund registered under the Securities and Exchange Board of India Act, 1992 or regulations

made there under;

b. Such other Mutual Fund set up by a public sector bank or a public financial institution or authorized

by the Reserve Bank of India and subject to such conditions as the Central Government may, by

notification in the Official Gazette, specify in this behalf will be exempt from income-tax.

E. Benefits available to Venture Capital Companies / Funds:

Any income received by venture capital companies or venture capital funds set up to raise funds for

investment in a venture capital undertaking registered with the Securities and Exchange Board of India,

subject to conditions specified in section 10(23FB) of the Act, is eligible for exemption from income-tax.

However, the income distributed by the Venture Capital Companies/ Funds to its investors would be taxable

in the hands of the recipient. As per Section 14A, no deduction shall be allowed in respect of expenditure

incurred by the assessee in relation to income which does not form part of the total income under this Act.

Also, Section 94(7) of the Act provides that losses arising from the sale/ transfer of shares or units purchases

within a period of three months prior to the record date and sold/ transferred within three months or nine

months respectively after such date, will be ignored to the extent dividend income on such shares or units is

claimed as tax exempt.

F. Benefits available to the shareholders of the Company under the Wealth Tax Act, 1957:

56. Shares of the company held by the shareholders will not be treated as an asset within the meaning of section

2 (ea) of the Wealth Tax Act, 1957. Hence, shares are not liable to wealth tax.

G. Benefits available to the shareholders of the Company under the Gift Tax Act, 1958:

57. Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares

will not attract gift tax under the Gift Tax Act, 1958. However, as per section 56(1)(vii)(c) of the Act, gift of

- 57 -

shares to an individual or Hindu undivided family would be taxable in the hands of the donee as “Income

From Other Sources” subject to the provisions of the Act.

Notes:

1. The above statement of Possible Direct Tax Benefits sets out the possible tax benefits available to the

Company and its shareholders under the current tax laws presently in force in India as on the date of

preparation of this statement. Several of these benefits are dependent on the company or its shareholders

fulfilling the conditions prescribed under the relevant tax laws.

2. The above Statement of possible tax benefits sets out the provisions of law in a summary manner only and is

not a complete analysis or list of all potential tax consequences and the tax benefits listed above are not

exhaustive.

3. The stated benefits will be available only to the sole/first named holder in case the shares are held by joint

holders.

4. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further

subject to any benefits available under the Double Taxation Avoidance Agreements, if any, between India and

the country in which the non-resident has fiscal domicile.

5. In view of the individual nature of tax consequences, each investor is advised to consult his/her/its own tax

advisor with respect to specific tax consequences of his/her/its participation in the scheme.

for MobME Wireless Solutions Limited

Director

Place: Kochi


- 58 -

SECTION IV- ABOUT US

INDUSTRY OVERVIEW

The information in this section has been obtained or derived from various sources including government publications

and other public sources. Neither we, nor the BRLM nor any other person connected with the Issue or their respective

legal, financial or other advisors have verified information provided in this section. Industry sources and publications

generally state that the information contained therein has been obtained from sources and publications generally

believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their

reliability cannot be assured and accordingly investment decisions should not be based on such information.

OVERVIEW OF THE INDIAN ECONOMY

India, with a gross domestic product purchasing power parity of $5058 billion at the end of 2013 estimated, is the

fourth largest economy in the world after the United States, China and Japan. (Source: Data for use of Deputy

Chairman, Planning Commission, December 5, 2012) Barring fiscal year 2009, the economy has registered a growth of

8% and above during the period from fiscal year 2006 to fiscal year 2011. Growth of 6.53% has been achieved as on

December 1, 2012(at constant 2004-05 prices). (Source: Data for use of Deputy Chairman, Planning Commission,

December 5, 2012)

Real gross domestic product growth is expected to reach 5.37% in 2013. (Source: Data for use of Deputy Chairman,

Planning Commission, December 5, 2012) India’s economic growth, reflected in increasing per capita income and a

growing middle class population with greater disposable income, is helping in increasing the spend on mobile phones

and entertainment and other value added services (“VAS”):

The figure below shows the per capita income of India on yearly basis from 2006 onwards:

(Source: Economic Survey 2011-12)

THE INDIAN TELECOMMUNICATION SECTOR – AN OVERVIEW

The Indian telecommunication sector maintained the growth rate during the fiscal year 2012-2013 with quarter ended

June 2012. There were 965.52 million connections at the end of June 2012 with 934.09 million wireless connections

and is the one of the largest network in the world. The one billion mark also appears to be achievable. The penetration

of internet and broadband has also improved with 23.01 million internet subscribers and 14.57 million broadband

subscribers across the country. (Source: The Indian Telecom Services Performance Indicators, April-June 2012)

31,206

35,825

40,775

46,117

53,331

60,972

2006-2007 2007-2008 2008-2009 2009-2010 2010-2011 2011-2012

Per Capita Income (@ Factor Prices in INR)

- 59 -

Wireline 3.53%

Wireless 96.47%

%age share of Wireline and Wireless Phones in June 2012

The telecom sector has witnessed a continuous rising trend in the total number of telephone subscribers. From 22.81

million telephone subscribers in 1999, the number increased to 951.34 million at the end of March, 2012. The total

number of telephones stands at 965.52 million at the end of June 2012 showing an addition of 14.18 million during

the period from March to June 2012. Wireless telephone connections have contributed to this growth as their number

went up from 165.09 million in March 2007 to 919.17 million at the end of March 2012 and at the end of June 2012 it

is 934.09. The wireline connections have however, declined from 40.77 million in March 2007 to 32.17 million in

March 2012 and 31.43 million in June 2012. (Source: Annual Report 2012, DOT & The Indian Telecom Services

Performance Indicators, January- March 2012, April-June 2012)

The table below shows the growth of wireline and wireless subscriber on yearly basis from March 2007 to June 2012:

Type March’07 March’08 March’09 March’10 March’11 March ‘12 June ‘12

Wireline 40.77 39.41 37.97 36.96 34.73 32.17 31.43

Wireless 165.09 261.08 391.76 584.32 811.6 919.17 934.09

Total 205.87 300.49 429.73 621.28 846.33 951.34 965.09

Annual Growth (%) 44.88% 45.96% 43.01% 44.58% 36.22% 12.40% 1.44%

(Source: Annual Report 2012, DOT & The Indian Telecom Services Performance Indicators, January- March 2012, April-

June 2012)

Wireline vs. Wireless

The growth of wireless services has been substantial, with wireless subscribers growing at a CAGR of 42.7% since

2007. Wireless has overtaken wire lines. The share of wireless phones has increased from 80.19% in 2007 to 96.74% in

June 2012.

On the other hand, the share of wire line has steadily declined from 19.81% in 2007 to 3.26 % in June 2012. The pie

chart below shows the ratio of wire line and wireless subscribers:

(Source: Annual Report 2012, DOT & The Indian Telecom Services Performance Indicators, April-June 2012)

Tele-density, which is an important indicator of telecom penetration, increased from 18.22% in March 2007 to 70.89%

in March 2011 and 76.86% in December 2011. With the introduction of wireless phones in rural areas, there is

increasing trend in rural tele-density. The Government is taking various measures under universal service obligation

fund for expansion of mobile network in remote and rural areas. As the urban areas have got largely saturated, private

service providers are also looking for further opportunities in rural areas. (Source: Annual Report 2012, DOT)

Wireline 19.83%

Wireless 80.17%

%age share of Wireline and Wireless Phones in March 2007

- 60 -

The table below shows the tele-density on yearly basis from March 2007 to June 2012:

(Source: Annual Report 2012, DOT & The Indian Telecom Services Performance Indicators, January- March 2012& April-

June 2012)

The number of telephone subscribers in India increased from 951.34 million at the end of March 2012 to 965.52

million at the end of June 2012, registering a growth of 1.49% over the previous quarter as against 2.68% during the

quarter ended March 2012. This reflects year-on-year (“Y-o-Y”) growth of 8.98% over the same quarter of last year.

The overall tele-density in India has reached 79.58 as on June 30, 2012. Subscription in urban areas grew from 620.53

million at the end of March2012 to 621.76 million at the end of June 2012; however urban tele-density slightly

declined from 169.55 to 169.03. Rural subscription increased from 330.82 million to 343.76 million, and rural tele-

density increased from 39.22 to 40.66. Share of subscription in rural areas out of total subscription increased from

34.77% at the end of March 2012 to 35.60% at the end of June 2012. (Source: The Indian Telecom Services

Performance Indicators, April-June2012).

Monthly average revenue per user (“ARPU”) for GSM service declined by 1.94%, from `97 in quarter ended March

2012 to `95 in quarter ended June 2012, with Y-o-Y decrease of 2.11% minutes of usage (“MOU”) per subscriber per

month for GSM service remained almost at the same level as in the previous quarter i.e. 346. The outgoing MOUs

(167) increased by 0.04% whereas incoming MOUs (178) declined by 0.19%. Monthly ARPU for CDMA full mobility

service has been slightly declined by 0.50%, from `75.3 in quarter ended March 2012 to INR 74.9 in quarter ended

June 2012. ARPU for CDMA has increased by 16.31% on Y-O-Y basis. (Source: The Indian Telecom Services Performance

Indicators, April-June 2012)

The table below shows key trends for GSM and CDMA operators on quarterly basis from June 2010 to June 2012:

Details Jun-10 Sep-10 Dec-10 Mar- 11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12

GSM

Subscriber base (million) 527.62 578.49 641.73 698.37 737.33 761.20 785.97 814.06 831.86

Pre-paid (% to total base) 96.16 96.43 96.65 96.81 96.65 96.91 96.95 96.87 96.84

ARPU (INR)* 120.00 144.00 110.00 100.00 98.00 93.00 96.00 97.00 95.00

MOU* 411.00 368.00 359.00 349.00 344.00 331.00 332.00 346.00 346.00

SMS per month* 40.00 44.00 46.00 44.60 45.00 45.00 36.00 37.00 38.00

CDMA

Subscriber base (million) 107.88 109.22 110.46 113.22 114.36 112.42 107.88 105.11 102.24

Pre-paid (% to total base) 93.90 94.05 93.97 94.03 94.01 93.81 93.50 93.10 92.90

ARPU (INR)* 74.00 73.00 68.00 66.00 64.00 71.00 73.00 75.00 75.00

48.1

66.39

88.84

119.45

156.94 169.55 169.03

5.89 9.46

15.11

24.31 33.83 39.22 40.66

18.22 26.22

36.98

57.74 70.89

78.66 79.58

FY '07 FY '08 FY '09 FY '10 FY '11 FY '12 Jun '12

Urban Tele-Density Rural Tele-Density Total Tele-Density

- 61 -

Details Jun-10 Sep-10 Dec-10 Mar- 11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12

MOU* 300.00 283.00 270.00 263.00 238.00 230.00 226.00 229.00 229.00

SMS per month* 13.00 15.00 29.00 33.00 15.00 15.00 14.00 16.00 22.00

(Source: The Indian Telecom Services Performance Indicators, April-June 2012, January-March 2012, October-

December 2011, July-September-2011, April-June 2011, January-March 2011, October-December 2010, July-September

2010, April-June 2010)

* Figures pertain to per user per month.

The table below shows the number of wireless subscribers in India (GSM+CDMA) and subscriber of data services, as of

June 30, 2012:

Operator Number of Subscribers (million)

Bharti 187.30

BSNL 98.28

Vodafone 153.71

Unitech 45.58

Idea 117.16

Aircel 64.88

Reliance 154.60

Tata 80.23

Sistema 16.55

Videocon 5.58

Loop 3.15

MTNL 5.57

Etisalat 0.00

S Tel 0.00

HFCL 1.49

Total 934.08

(Source: Annual Report 2012, DOT & The Indian Telecom Services Performance Indicators, April-June 2012)

MOBILE VALUE ADDED SERVICES (“MVAS”) – AN OVERVIEW

Telecommunications had traditionally been a voice communication service enabling two or more people to connect

with one another. Any additional service enabling the subscriber to use the mobile phone for a host of purposes like

sending short messages, pictures, play games, listen to music, read news headlines, astrology, get flight information,

surf internet, mobile banking including mobile payments etc. Offered on telecom networks are value added services

offered by value added service providers (“MVAS Providers”). In addition to benefiting consumers MVAS is likely to

become a tool for additional revenue, service differentiation, and customer retention for service providers. (Source:

The TRAI consultation paper on MVAS July 21, 2011)

The mobile value added services such as m-banking, m-governance, location based services etc., has assumed

significance in recent times due to the rapid growth in wireless subscriber base. Consequently, the mobile phones

have transformed into a persuasive medium to deliver information services spanning various usage areas such as

governance, commerce, education and banking. Thus, m-powering is playing an instrumental role in bringing about

empowerment to all strata of society by their delivery of services. (Source: Annual Report 2012, DOT)

346.67

373.84

431.37

448.89

460.84

0 100 200 300 400 500

Jun-11

Sep-11

Dec-11

Mar-12

Jun-12

- 62 -

While the computer and internet empowered urban India, it is the mobile which is impacting common man including

in rural areas. Mobile phones are bridging the digital divide and make it possible medium for delivering a variety of

services and content. The mobile platforms, world over, are being used to provide financial and banking services, tele-

education and government services. Increasing proliferation of mobile services has also created a unique opportunity

to deliver all kinds of utility MVAS to the masses through innovative applications. (Source: The TRAI consultation paper

on MVAS July 21, 2011)

The MVAS ecosystem

The following are the broad stake-holder groups in this ecosystem:

Content owner, application provider and mobile advertisers

Technology enablers and content aggregator

Telecom service providers

Content delivery bodies: carriers and handset vendors

Content consumers: subscribers/end users

MVAS can be delivered either on-deck or through the off-deck mode. In the on-deck mode, MVAS providers undertake

the branding, marketing and selling of content/application through contractual agreements. These agreements are

not governed by any policy framework. In the off-deck model, MVAS Providers sell contents directly to the

subscribers. The content can be provided either through the operators’ portal or through their short code. MVAS

Provider needs to integrate with multiple operators to be able to use the same short code to provide services to

subscribers across carriers. However, carriers still often serve as the billing interface. (Source: The TRAI consultation

paper on MVAS July 21, 2011)

MVAS market size and growth

Market size of MVAS is estimated to reach at ` 482 billion by the year 2015 from ` 28 billion at the end of the year

2006. MVAS is considered to be important tool for empowering the common man in India. Innovative and value added

services like m-banking, m-education, m-governance, location based services etc., will be delivered to the common

man, even in the remotest corners of the country.

The graph below shows the estimated market size of MVAS:

*Estimated

28 47

75 98

122

214

482

2006 2007 2008 2009 2010 2012 2015*

- 63 -

(Source: The TRAI recommendation on Application Services May 14, 2012 & Press release dated December 07, 2011

India Telecom 2011 “M-Powering India” Press Information Bureau, accessed on January 08, 2013)

In India, SMS, ringtones and caller ring back tones constitute bulk of the value added services provided by mobile

telecom service providers presently. There are innumerable value added services like gaming, video and audio

streaming, stock quotes, news, cricket, tele-voting, chatting, astrology, which add value to the basic telecom services.

Each service differs in content, cost and demand and is customised for different segment of consumers. (Source: The

TRAI consultation paper on MVAS July 21, 2011)

Application Service

Presently, the application services market in India is centred on entertainment, music and sports (mainly cricket).The

socio-economic structure is changing with enhanced emphasis on newer applications and networking. Apart from

simple applications like e-mail, instant messaging, educational information, text chat etc., the focus is shifting to

applications like video download, advertisements, gaming, video chat, e-education, e-health, e-governance, and social

networking. (Source: TRAI Recommendations on Application Services, May 14, 2012)

Many advanced applications were not possible due to lower speed offered by 2G networks. With the proliferation of

3G and BWA services, users are getting abundance of application services developed by independent ASPs with

plethora of business models and technical implementations. Accessing the internet on mobile devices, downloading

music, video, pictures, playing games and even sending multimedia messages is extensively used by the customers.

Service convergence such as voice with mobile television, device convergence at the user end and network

convergence at core will also facilitate the rapid adoption of application services by the consumers. (Source: TRAI

Recommendations on Application Services, May 14, 2012)

The chart below shows the comparison between the growth of wireless subscribers and revenue of telecom service

providers:

(Source: TRAI Recommendations on Application Services, May 14, 2012)

Presently many new and innovative application services are being offered on wireline and these services continue to

evolve with changing technologies. There is a need to define the term application services, which was earlier termed

as value added services. According to some stakeholders the definition of application services or value added service

in existing licences is flexible and allows the access service provider to innovate and launch new applications and

services. (Source: TRAI Recommendations on Application Services, May 14, 2012)

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A typical value chain of the application services, provided through telecommunications platform, encompasses

content creators/providers, mobile advertisers, aggregators, technology enablers, telecom service providers and end

users or subscribers. Content, application aggregation and provision of technology platform is usually performed by a

single entity. It is also to be noted here that in the value chain of application services, telecom service providers are

very big entities in comparison to the content and application providers, content aggregators most of whom are

essentially small and medium sector enterprises. Mobile handset manufacturers have also started playing an

important role in the application services value chain. Advertisers are also looking for higher delivery of marketing

activities through applications platform. (Source: TRAI Recommendations on Application Services, May 14, 2012)

The figure below shows the application service value chain:

(Source: TRAI Recommendations on Application Services, May 14, 2012)

Mobile banking

Mobile phones as a medium for extending banking services have off late been attaining greater significance. The rapid

growth in users and wider coverage of mobile phone networks have made this medium an important platform for

extending banking services to customers. With the rapid growth in the number of mobile phone subscribers in India,

banks have been exploring the feasibility of using mobile phones as an alternative channel of delivery of banking

services. Some banks have started offering information based services like balance enquiry, stop payment instruction

of cheques, transactions enquiry, and location of the nearest automatic teller machine/branch etc. Banks offering

mobile banking service must ensure that customers having mobile phones of any network operator is in a position to

avail of the service. The reserve bank of India has recognised the role of another important stakeholder the mobile

network operator as technology service provider in the process of encouraging mobile banking in India. The mobile

network operators are expected to play the role of a technology service provider while banks are expected to provide

banking services. The USSD platform offers a common gateway to customers of all banks to easily access and use

mobile banking services. The major advantage of USSD is that the interbank mobile payment system could become

accessible even through low end handsets. (Source: ‘Mobile banking transactions in India - Operative Guidelines for

Banks’, RBI accessed on January 8, 2012)

The table below provides the bank wise data of volume in mobile banking transactions from June 2012 to November

2012:

Banks June ’12 July ’12 August ’12 September ’12 October ’12 November ’12

State Bank of India 2577383 2,762,262 2,748,885 2,751,449 3,001,041 3,087,845

ICICI Bank Ltd. 311,745 340,167 358,688 429,771 561,339 671,739

Axis Bank Ltd. 230,112 265,777 323,038 336,143 406,109 445,778

Content owner/ Application provider Mobile advertisers

Aggregator Technology enabler Telecom

service provider

End user

Mobile

handset manufacturer

- 65 -


CITI Bank 67,980 53,497 50,593 67,734 133,614 167,527

HDFC Bank Ltd. 58,333 52,667 49,870 52,319 60,748 61,077

Bank of Baroda 20,304 23,291 26,872 26,515 28,644 29,950

Canara Bank 1,929 1,882 20,295 3,817 3,532 5,800

Other Banks 169,288 206,147 389,985 229,866 242,178 251,155

(Source: Bank wise volumes in mobile transactionsJune-2012, July-2012, August-2012, September-2012, October-

2012, November-2012, RBI)

The table below provides the bank wise data of value in mobile banking transactions from June 2012 to November

2012:

(` in lacs)


ICICI Bank Ltd. 11,503.14 12,515.50 12,591.13 14,853.00 17,306.24 20,001.67

State Bank of India 11,283.00 11,992.97 12,174.66 14,772.17 18,157.87 18,065.89

Axis Bank Ltd. 2,415.01 3,575.34 4,479.09 5,037.19 5,697.26 6,167.29

CITI Bank 3,131.24 2,956.54 3,493.38 3,386.76 5,044.58 5,814.47

Bank of Baroda 307.13 351.75 388.31 469.67 566.29 597.12

HDFC Bank Ltd. 305.58 293.92 232.89 179.99 190.61 142.46

Canara Bank 103.27 81.34 111.64 96.92 110.85 172.77

Other Banks 1,622.70 2,029.79 2,015.18 2,249.49 2,691.03 2,933.81

(Source: Bank wise volumes in mobile transactions June-2012, July-2012, August-2012, September-2012, October-

2012, November-2012, RBI)

Mobile governance

A strategy and its implementation to leverage available wireless and new media technology platforms, mobile phone

devices and applications for delivery of public information and services to citizens and businesses. The mobile

governance framework of Government of India aims to utilize the massive reach of mobile phones and harness the

potential of mobile applications to enable easy and round-the-clock access to public services, especially in the rural

areas. The framework aims to create unique infrastructure as well as application development ecosystem for m-

Governance in the country. (Source: The Gazette of India, Framework for mobile governance, Ministry of

Communications & Information Technology January 2012). Various channels, such as voice, text (e-mail and SMS),

general packet radio service, USSD, SIM toolkit, cell broadcast, and multimedia messaging service will be incorporated

to ensure that all users are able to access and use the mobile based services. Bihar government has leveraged mobile

technology in state which utilizes the omnibus features of mobiles for the reporting and monitoring of public service

delivery on the ground level by using a simple SMS. (Source:

http://bpsm.bih.nic.in/bpsmnewweb/webpages/home.htm, accessed on January 08, 2013) The m-governance project

being implemented by the Kerala state information technology mission involves the utilization of all kinds of wireless

and mobile technology services, applications and devices for governance. The M-Governance project in Kerala is a

comprehensive mobile governance project aimed at enabling the 90 government departments and m-powering the

people. The mobile governance service delivery platform of Kerala has the following components (a) e-SMS (b)

multimedia messaging service gateway (c) out bound voice diallers (d) Bluetooth kiosks (Source:

http://www.itmission.kerala.gov.in/ accessed on January 08, 2013)

Numerous mobile governance programs have been launched by varied departments of government of India through

mobile applications. For the effective implementation of these program government has established mobile electronic

governance service delivery gateway (“MSDG”).The purpose of setting up the MSDG is to provide a one-stop

ecosystem for enabling the delivery of various electronic government services through mobile devices in an efficient

manner with minimum effort for the participating government departments and agencies. MSDG will also help in

enhancing the interoperability of mobile-based services among various government departments and reduce the total

http://bpsm.bih.nic.in/bpsmnewweb/webpages/home.htm,%20accessed%20on%20January%2008

http://www.itmission.kerala.gov.in/

- 66 -

cost of development and deployment of applications for m-Governance services. MSDG provides an integrated

platform for delivery of government services to citizen over mobile devices using SMS, USSD, LBS, or mobile

applications installed on the mobile phones.

(Source: http://mgov.gov.in/ accessed on January 8, 2012)

Location based services (“LBS”)








August 2012, TRAI)






most basic mobile handsets. (Source: Technology Digest, August 2012, TRAI)

- 67 -

OUR BUSINESS

Overview




over text, voice and data to TSPs and their subscribers; and (ii) Enterprise Solutions segment providing customized



subsidiaries Getz Shoppe & Exim Private Limited and Forward Media Private Limited. Getz Shoppe & Exim Private



In the VAS segment, our products and services are classified into two parts- (i) Network VAS and (ii) Consumer VAS.


for TSPs.

In the Enterprise Solutions segment, we provide hosted solutions and technology consulting ranging from general





the year 2012

Further, with the synergies of our experience and expertise in the VAS and Enterprise domains, we are currently

putting together a mobile identity ecosystem, Mobile Express, which uses mobile digital signatures to allow its users

to digitally authenticate numerous transactions thereby allowing the mass adoption of Mobile Digital Signature

technology in India. We have recently enrolled as a GSMA associate-member and also as a mobile identity working

group member.

Our unconsolidated total income was `2,310.10 lacs for the Financial year ended March 31, 2012 and has grown at a




Our Competitive Strengths

We believe the following are our key competitive strengths:

Innovation and thought leadership

We have always put emphasis on process and product innovation and have strongly imbibed it into our work culture.

We believe that our flagship product ZULO, which is a usage and retention tool, is the first of its kind in the industry

and has helped TSPs sustain and grow revenues despite the tough competition present in the Indian market.

We believe that we are the pioneers of M-Governance initiatives in India and we work closely with State

Governments, central departments, nodal agencies, TSPs and regulatory bodies for providing services that enable the

consumers to avail government services on their mobile handsets. We have entered into three comprehensive M-

Governance implementation projects in India with the State Governments of Kerala, Goa and Nagaland.

We also believe that we will be the first company to launch Mobile Digital Signature technology in India and to this

effect we have signed an exclusive agreement with Valimo, a Finland based Mobile Digital Signature Company.

Long-standing relationships with TSPs and government agencies

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We have long-standing relationships with our TSPs through whom and also to whom we provide services. Our

customer contracts for VAS generally take the form of master contracts that allow us to add new products and

services rapidly with essentially the same terms and conditions as the original contract. Since our inception in

December 2006, we have not lost any major customers. We have been able to hold onto our customers because of

scalability, flexibility and constant innovation of our products and services.

Also, service deployments with our network customers involve complex hardware systems and software applications

deeply embedded within the network’s infrastructure and integrated into the network’s billing, provisioning, service

management, customer care and other core systems. In order to manage, maintain and operate the software

applications provided to our customers and integrate them into our joint product planning and new service

deployment processes, we maintain a high level of interaction and close working relationships with each of our TSP

clients.

We have also been providing services to various government agencies since the past three years and these initiatives

have been recognized by several of these government agencies.

Efficient and scalable business model

We use open source platforms to build our solutions which bring down our cost of services. In the open source

platforms, software is made available with an open source licence and the copyright holder provides the rights to

study, change and distribute the software. The use of open source platforms provides us with an advantage over many

of our competitors who use proprietary hardware and software. The use of open source platforms would also help us

keep pace with the rapid changes in technology as the development is generally available to a wide network of people

and communities who constantly provide inputs and methods to upgrade these platforms, making them more

efficient and updated. Due to these factors, use of open source platforms brings in a significant amount of flexibility

and scalability to our solutions.

Wide spread presence across India

We have servers deployed across twenty one telecom circles in India and also have local points of presence in most of

these telecom circles which help us to serve our existing customers more effectively and also generate new

customers. Further, we have also partnered with the State Governments of Kerala, Goa and Nagaland in the

implementation of the comprehensive M-Governance projects in their respective States on account of which our

implementation and support teams further strengthens our presence in these states.

Our Strategy

We aim to be a thought leader in the mobile identity domain and continue to build on our existing business. We

intend to achieve this through the following strategies:

Create a mobile identity ecosystem by using Mobile Digital Signature technology and make it available to the

masses in India

We intend to create a mobile identity ecosystem by using Mobile Digital Signature technology in India. We have

signed an exclusive license agreement with Valimo, a Finland based company having the proprietary rights to SIM

based Mobile Digital Signature technology. Further, we intend to provide this Mobile Digital Signature technology

through various other modes including SD Cards, audio jack devices, handset based secure elements, etc. Through the

proceeds of this Issue, we intend to start our pilot mobile identity project with customers of a leading financial

institution. This project would aim to provide digital authorization and authentication capabilities to these customers.

We believe that it will empower these customers to manage their financial and banking needs from the convenience

of their mobile phones. Once we have successfully completed this pilot project, we intend to scale the operation on a

national level by partnering with more enterprises, governments and financial institutions. Further, by use of this

technology, we intend to increase the number of use cases so that the number of people and the frequency of the

digital signature used by them becomes very high. Once this technology becomes main stream, we expect to become

one of the largest companies in the mobile identity space in the world in terms of the number of users.

- 69 -

Take advantage of the opportunities that the Mobile Digital Signature technology would provide for enhancing

security in the enterprise space

Large enterprises having high number of employees have particular needs with respect to employee and data security.

These enterprises generally use PKI based tokens as a means to control access and prove employee identity. We

believe that the Mobile Digital Signature (wireless PKI) technology would provide a more secure, convenient and cost

effective mode of managing their employees’ digital identity. As a result of this, we expect to garner additional

revenues from enterprise clients and gain end-users in bulk in a relatively short period of time.

Continue to innovate and develop our VAS and Enterprise Solutions offerings in alignment with the changes in the

industry

Our aim in the consumer VAS domain is to create a large number of new and innovative solutions which would be in

line with fast changing user preferences. We also intend to enable TSPs in India to enhance their subscribers’ network

VAS experiences and to enable them to manage and monitor subscribers’ needs using lifecycle management solutions.

Going forward, with respect to the Enterprise Solutions segment, we intend to develop new products and services on

an ongoing basis that appeal to enterprises, specifically banks and financial institutions, which we would bundle with

our mobile identity offerings.

Set up reseller networks for better leverage of our products and solutions across verticals and partner with experts

as consultants

We intend to set up reseller networks wherein we would partner with corporates and other entities to sell our

products and services. This network would more specifically help us with Mobile Express, our mobile identity solution,

once we are successful in implementing our pilot project in Kerala. The reseller network would be used to offer our

customers with all our products and services under various business segments including that of Mobile Express. This

network would be in addition to our existing channels of marketing.

Further, we intend to bring on board experts from banking, telecom and various government sectors as consultants in

order to align ourselves to the customer expectations. We believe that this will also help us make timely upgrade and

modification to our products and services based on the changing industry dynamics and the customer preferences.

Strengthening our Research and Development capabilities

In the industry we operate in, R&D plays a very important role and is often the differentiator between leaders and

followers. We intend to continue to invest in R&D so that our R&D capabilities become one of the best in the industry

and set a benchmark. We believe that the products of our R&D activities will continue to differentiate us from our

competitors and position us well for obtaining contracts for complex and critical projects. We also intend to file a

number of patents to strengthen our IPRs.

Continue to attract, train and retain skilled employees and focus on building our brand

We intend to further develop our employee retention strategy and place special emphasis on attracting and retaining

highly skilled employees. We will continue to invest in the career development and training of our employees, with

the objective of further enhancing their technical skills and leadership capabilities.

Further, we intend to invest in developing the “MobME” brand in India. We seek to achieve this by developing new

products and moreover, by exploring avenues in which our products and services could be used, especially in the

mobile identity segment. We believe that a strong brand will contribute in attracting and retaining talented

manpower and enhancing our business operations and customer acquisition.

Business Description

VAS

- 70 -

We are a key player in the mobile VAS space. In the VAS segment, we offer our products and services under two sub-

segments- (i) Network VAS and (ii) Consumer VAS. We serve leading TSPs in the country with our wide range of

innovative platforms, effective solutions and managed services.

Our products have always been designed keeping in mind effectiveness, pricing models and flexibility. We have over

five years of expertise in powering and managing the following: SMS centre (“SMSC”), which is an element forming

part of the mobile telephone network responsible for delivering SMS, USSD platform, which provides a direct way of

communication between mobile phones and the telecom operators’ computers, interactive voice response (“IVR”)

systems and out bound dialer (“OBD”) platform, which serves as a core communication tool for telecom operators to

reach out to their customers. Our flagship product ZULO, which we believe is an industry first, helps telecom

operators sustain and grow revenues despite the tough competition present in the cluttered Indian market.

Network VAS

Our network VAS product portfolio includes:

1. ZULO: ZULO, our flagship product, has been deployed nationally across the networks of two leading TSPs in

India. We have also deployed ZULO for one of the leading TSPs in Tanzania. ZULO is a usage and retention

tool that targets the low balance, low usage customers to effectively send communications to them when

they latch on to the network. ZULO consists of SMSC, OBD and a campaign management tool combined into

one box having the capability to keep watch of when the user latches back on to the network. The inbuilt

SMSC and OBD in ZULO have the capacity to process huge volumes and our delivery rates have been

estimated to be 35% more than the conventional SMSCs.

2. SMSC: Our SMSC solution is a scalable carrier grade messaging platform that provides telecom operators an

effective means of SMS communication to customers. For mobile network operators, SMS is the primary

mode of communication to its customers which warrants new players to have SMS platforms and established

players to increase their capacity to meet demand. Our SMSC solution supports their needs for high

availability and business control. The web user interface provides effective tools for campaign management

and enhanced reporting modules provide detailed analysis.

3. USSD gateways: Our USSD platforms deployed in the southern telecom circles provide state of art innovative

self-help platforms and solutions. Applications are also provided to facilitate instant messaging, balance

enquiries, self-care portals and location service on a USSD interface. USSD is a highly interactive, user

intuitive communication medium which is compatible with all handsets and is seven times faster than SMS.

The key features of our USSD platform is to include the ability to adopt client specific changes with minimum

turnaround time, detailed reporting, stack and micro level monitoring through both manual and automated

systems. The range of services provided over the USSD platform include USSD based offer activations, USSD

menu based self-help platforms, revenue oriented pre-paid services, for example call me back, balance

transfer etc. and a USSD application suite including USSD based mobile games like ‘Tic Tac Toe’, ‘Hangman’,

etc.

4. Campaign manager solution: Our campaign manager solution is a closed loop marketing tool designed to give

an end to end solution for managing the lifecycle of marketing campaigns. The campaign manager enables

the service provider to respond to changing market environments with marketing initiatives that push highly

targeted messages to niche customer segments. Tightly integrated with the ZULO platform, the campaign

manager provides an end-to-end solution, thereby saving on network resources.

5. IVR: Our IVR solutions have been deployed in southern circles of Kerala, Chennai and Tamil Nadu for a leading

TSP. Our IVR platforms give customers the flexibility to receive and update account information, subscribe to

best-fit plans, provide feedback, seek personal care and provision new value added services. It is also used as

a self-care solution for customers to self-provision suitable tariff offers, VAS schemes and subscription

services being offered by the mobile service provider from time to time.

6. OBD: Our OBD platform is an automated voice dialler application that automates the functionality of

outbound call operations. In situations where outbound calls need to be made with relatively lower levels of

- 71 -

interaction except passing the campaign message, the OBD serves as an effective and efficient mode of

campaigning.

Contracts for network VAS:

Most of our contracts for Network VAS are based on transaction model in which we derive revenue on a per

transaction basis. These are typically master contracts that allow our new services to be quickly deployed under the

contract’s existing terms and conditions by using an addendum or an amendment without the need to enter into and

negotiate a new contract.

Consumer VAS

We were the first in India to offer Multimedia Messaging Service (“MMS”) based content sharing platform. We deliver

entertainment and information to over eighty lac people across five major telecom operators in India and abroad. Our

VAS products are powered by content from industry leaders in Entertainment and News. Our solutions serve premium

content across all varieties of mobile handsets ranging from entry level handsets to smart phones, using SMS, Wireless

Application Protocol and USSD platforms.

Our products in the consumer VAS space comprise of:

1. Picture Post/Photo Alerts/ Mobile Magazine: We run alert services for some of the leading TSPs in India and

abroad which uses mobile internet to distribute premium content on topics like Bollywood, news, sports,

travel, jokes, recipes, etc. This is a WAP based service delivering rich media content to the subscriber by

means of SMS containing WAP links. It also provides an interactive platform for subscribers to discuss and

comment on posts and also share it online over social networking sites. The service also has live chat rooms

for subscribers to discuss stories of their choice.

2. Video blogs: Powered by exclusive content from a leading media and entertainment company, we deliver to

the subscribers’ daily exclusive video alerts on various topics like Bollywood, fashion, cricket, etc. Video blogs

also enables users to share their favourite videos to their friends through social networking sites.

3. Funzone/USSD application suit: It is a self-help USSD portal that provides host of highly interactive

applications and games to a mobile user. Subscribers can also access specific information like entertainment,

sports, news, etc. through it.

4. Sports on demand: Sports on demand is an easy and convenient way to stay updated on live scores, news,

fixtures, results, etc., even without an internet connection. Sports on demand covers a range of sports

including cricket, football, golf, tennis and Formula 1.

Contracts with TSPs:

Most of our contracts with TSPs for consumer VAS are on a revenue sharing basis pursuant to which we receive a fixed

percentage of the net revenue generated by these services. Further, most of our contracts with TSPs for consumer

VAS are typically master contracts that allow our new products and services to be quickly deployed under the

contracts' existing terms and conditions by using an addendum or an amendment, without the need to enter into and

negotiate a new contract.

ENTERPRISE SOLUTION

Our Enterprise Solutions’ vertical serves a diverse client-base including enterprises, banks and government bodies

with technology-consulting to fulfil their evolving technology needs. The services offered range from general IT-

consulting to specialized telecom-consulting. The specialized telecom-offerings by our Enterprise Solution vertical

encapsulate all channels of mobile communications i.e. SMS, voice, USSD and data.

Our enterprise services include:

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‘Fastalerts’:

Fastalerts is an enterprise bulk messaging solution used by corporates and other customers for their promotional

activities. Along with SMS solutions we also offer couple of other services such as long code and short code services

and additionally a customer relationship management tool for the client to monitor and track his promotional

activities. Fastalerts also undertakes managed SMS campaigns wherein we manage end-to-end activities from

scheduling to reports and analytics. In ‘Fastalerts’, we also offer application programming interface (“API”) integration

where the client wants to integrate our messaging solutions with its own product. We also provide round the clock

technical support with manual and automated monitoring systems. Fastalerts also has a reseller network where we

offer white label solutions to our clients who are interested in becoming our reseller, thereby offering a rebranded

version of our solutions.

M-Governance:

M-Governance can be broadly defined as the delivery of governance related services via mobile communication

devices. M-Governance serves as a tool to facilitate citizen to citizen, citizen to government and government to citizen

interactions, which can be leveraged to ensure good governance and quicker resolution of citizen’s pressing problems.

We believe that we are the pioneers in the field of M-Governance in India having been awarded the first

comprehensive M-Governance project launched by the State of Kerala in 2009. The project covered over 90

government departments and was envisaged to become the primary reference for future M-governance

implementations in India. Subsequently, we have built on our strengths and have implemented M-Governance

projects in two more states, Goa and Nagaland. We work closely with State Governments, central departments, nodal

agencies, telecom operators and regulatory bodies to provide services that empower citizens.

As a measure of the effectiveness and uniqueness of our solutions, we have received several international accolades

/references for our efforts, as described below:

The request for expressions of interest for individual consultant, for design of service delivery platform for M-

Governance services in Afghanistan, published in December 2010 by the Ministry of Communications and

Information Technology, Government of India, referred to the Kerala model of M-Governance which we

implemented.

A case study on the M-Governance project in the state of Kerala which mentions our efforts has been

published in chapter 6 of the World Bank report titled ‘Maximizing Mobile’ in the year 2012, which highlights

the latest trends and best practices in information and communication technologies for development.

The Co-Chief Executive Officer of our Company had the unique opportunity of presenting a paper on Kerala

M-Governance at the international conference, “World Wide Web Technology, Standards and

Internationalization Conference” in 2010. The conference was hosted by the Department of Information

Technology, Government of India and World Wide Web Consortium (W3C). This paper has been referred to in

the document titled “Mobile Technologies and Empowerment: Enhancing human development through

participation and innovation” published by the United Nations Development Programme in 2012.

In the states of Kerala, Goa and Nagaland, we have established an M-Governance service delivery platform (“SDP”).

The M-Governance SDP is the touch-point of various channels of mobile communication like SMS, voice, USSD and

data across various TSPs. It forms the core infrastructure using which various citizen centric services are provided on

behalf of various government departments. In Kerala, Goa and Nagaland, Government officials can now conduct intra

and inter-departmental communication using the official bulk SMS platform called the e-SMS.

MOBILE EXPRESS

With the synergies of our experience and expertise in the VAS and Enterprise Solutions domain, we are currently

putting together a mobile identity ecosystem, Mobile Express, which uses Mobile Digital Signature to allow its users to

digitally authenticate numerous transactions and thereby allow for the mass adoption of Mobile Digital Signature

technology in India.

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Digital signature is a cryptographic method for demonstrating the authenticity of a digital message or document,

commonly used for software distribution and financial transactions. Currently in India, digital signature is available to

users as a preinstalled program or on a USB stick/ pen drive. To use that digital signature, one needs a computer,

working internet connection, digital signature software pre-installed on the computer and a username and password.

The requirement for the above infrastructure elements restricts the wide spread usage and adoption of the digital

signature technology. We intend to get around this limiting factor by embedding the digital signature on a mobile

device.

Using this technology, we intend to set up the world’s largest mobile payment ecosystem in Kerala, initially and pan

India, later. Further, in order to deploy this technology in India, we have signed an exclusive agreement with Valimo; a

Finland based global digital security company, who has the sole rights to this technology. For this technology to gain

mass acceptance and achieve its true potential, we require support from various bodies such as banks, financial

institutions, TSPs, Digital Signature Certifying Authorities, etc.

We are currently in talks with some of the leading financial institutions, TSPs and certifying authorities for piloting this

technology in the State of Kerala. Using the proceeds of this issue, we intend to set up the basic infrastructure for the

pilot project in Kerala which can be scaled nationally at a later stage. The operation of the Mobile Digital Signature is

based on the wireless PKI technology.

Digital signature as per the Information Technology Act, 2000 are a valid and legally recognised equivalent to normal,

everyday signatures, and anything that you can authorise in real life using your signature can now be signed through

your mobile phone. Digital signatures are a legal standard that works on an industry standard PKI. Public keys, when

implemented correctly, provide a safe and secure mechanism for validating your identity. Public keys are one half of a

"keypair" generated using a mature security solution called public key encryption. The other half is called a private key

and is kept private known only to the signer. Anything that is signed by the private key can only be decrypted by the

public key, thus providing identity validation. In a mobile digital signature, this keypair is generated during the

registration process directly on the Crypto SIM, and in addition, the private key never leaves the SIM, making the

solution extremely secure.

A user gives his or her phone number or some other unique identifier to the online service, such as online banking.

This identifier is first checked by an ID Server. The ID Server then asks the Signature Server to send an authentication

or signing request via a Messaging Server to his or her mobile via an encrypted SMS. A security client on the user’s

mobile then informs him or her about the transaction that is now being conducted, asks them to approve it, and then

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asks them to verify that the mobile is in the hands of rightful owner by requesting that the user enter their own PIN.

Once the correct PIN is entered, the security client signs the transaction and sends it via the Messaging Server to the

Signature Server for validation. The Signature Server then sends the signature to the ID Server for validation and to

grant or deny access to the service or to accept the secured transaction.

Therefore, this technology makes the process simple and intuitive. Say a user wishes to confirm a payment transaction

on his or her bank’s website. He or she simply presses the ‘authorize’ button on the website of the bank and then in

seconds a message appears on his or her mobile's screen stating the details of the transaction for their verification. If

correct, the user presses ’OK’, enters the PIN code when prompted and then after a few seconds, the bank’s website

tells the user that the confirmation is ‘OK’ and he or she also receives a confirmation message on their mobile.

This technology removes the need to remember unsecure passwords or carry extra devices. The Mobile Digital

Signature works for all services, all channels and has legal validity. Very simply, the Mobile Digital Signature

technology combines high level of security and user convenience.

The benefits of this technology are that, it is:

I. Safe:

a. It uses a PKI based digital signature

i. It guarantees signer authenticity, data integrity & non-repudiation of signed documents

b. It is embedded on the Secure Element

i. This protects it from virus attacks and other ways of tampering with the operating system

of a computer or a mobile

c. No passwords are sent or saved in a separate location

i. The PIN is stored locally on the Secure Element

II. Simple

a. Unlike internet banking which requires various passwords at different levels of access, this enables

the transaction to be executed by entering just one PIN on the mobile

III. Convenient

a. It can be used anytime and anywhere and does not require internet access as it uses the SMS

functionality of the mobile.

SALES AND MARKETING

Our sales and marketing strategy is targeted at increasing market awareness of our brand and services, gaining new

business from target customers, bundling different services and providing them to existing customers and promoting

repeat business from existing customers. Our executive management team is actively involved in business

development and the management of our customer relationships. We have people in each of our operating markets

focusing on existing and prospective customer. Each customer or account is assigned an accounts manager, who is

responsible for daily interaction with the customer in conjunction with service delivery teams. We believe that our

close interaction with customers enables us to actively identify and target new areas of business.

COMPETITION

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Our Company primarily faces competition from telecom service companies like OnMobile Global Limited, One97

Communications Limited, Spice Digital Limited, Comviva Technologies Limited in the VAS segment and ValueFirst

Digital Media Private Limited and Spice Digital Limited in the enterprise segment, amongst others.

INTELLECTUAL PROPERTY RIGHTS

We have 21 trademark registrations and have filed for two patent applications, one each in U.S. and India. For more

details, please see “Government and Other Approvals” at page 232 of the Draft Red Herring Prospectus.

EMPLOYEES

As on December 31, 2012, we had 126 permanent employees. Our Company ensures that our employees are up-to-

date with current trends in our industry and accomplishes this by providing professional training to employees at all

levels. Our employees are not unionized and we have never experienced any work stoppages. We believe that our

employee relations are good.

INSURANCE

The following table sets out the insurance policies that we maintain for our assets, all of which is in effect until

October 13, 2013:

Sr.

No. Type of Policy Insurer Issue Date Expiry Date

Sum Insured

(in `)

1. Burglary The Oriental Insurance

Company Limited

October 14, 2012 October 13, 2013 1,24,64,024

2. Standard fire and

special peril

The Oriental Insurance

Company Limited

October 14, 2012 October 13, 2013 1,24,64,024

PROPERTIES

Our Registered Office is located at 41/3197, E&E2, 4th Floor, Bhagheeratha Residency, Banerji Road, Kacherippady,

Kochi 682018. Details of the other properties that we currently own, lease or licence in India are set forth in the table

below:

Purpose Location Owned, Leased

or Licensed

Guest house Bhagheeratha Residency, Apartment No - 7A, 41/3197-J, Banerji Road, Ernakulam, Kochi-682

018 Owned

Guest house Flat No. B3 - Flamingo, Green Acres, Tatapuram, Ernakulam, Kochi - 682018 Owned

Guest house Bhagheeratha Residency 41/3197-A, Ground Floor, Banerji Road, Kacheripady, Cochin -

682018 Leased

Registered

Office

41/3197 E & E2,Bhageerata Residency Fourth Floor, Banerji Road, Kacheripady, Cochin -

682018 Leased

Guest House 41/3197 D-2, 3rd Floor Bhagheeratha Square, Banerji Road, Ernakulam, Kochi-682 018 Leased

Guest house Flat no: C12A, First Floor, Tata Housing Development Company Limited., Green Acres,

Ernakulam - Kochi - 682018 Leased

Guest house House No. A-2-Fire Crest, Ground Floor, Tata Housing Development Company Limited., Green

Acres, Ernakulam, Kochi - 682018 Leased

Guest house Flat No. C-1, Pelican Gardens, Green Acres, Tatapuram, Ernakulam, Kochi - 682018 Leased

Guest house 1B in the first floor, Yasoram Sowparnika Apartments, T. D. Road, Ernakulam, Cochin –

682035 Leased

Guest house No. 202, Ujwal Bhavishya Complex, Premises No. 6-3-1219/24, Uma Nagar, Kundan Bagh,

Begumpet, Hyderabad - 500016, AP Leased

Guest house Flat 2 SS Prayag apartment No 4 ,Puran Prakash Rd Balaji Nagar, Royapettah, Chennai 600014 Leased

Guest house Flat No-IC1/406, Ivory Court, Essel Tower, M.G. Road, Gurgaon, Haryana, 122009 Haryana Leased

Guest house MobME Wireless Solutions Limited, Flat No:7, 4th Floor, Dhanush Kutti Co-op Housing Society

15th Road, Bandra West 400050,Mumbai Leave & Licensed

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REGULATIONS AND POLICIES IN INDIA

The following description is a summary of certain sector specific laws and regulations in India, which are applicable to

our Company and Subsidiaries. The information detailed in this section has been obtained from publications available

in the public domain. The regulations set out below may not be exhaustive, and are only intended to provide general

information to the investors and are neither designed nor intended to be a substitute for professional legal advice.

The Information Technology Act, 2000

The Information Technology Act, 2000 (“IT Act”) was enacted with the purpose of providing legal recognition to

electronic transactions and facilitating electronic filing of documents. In addition to providing for the recognition of

electronic records, creating a mechanism for the authentication of electronic documentation through

electronic/digital signatures, the IT Act also provides for electronic governance and further it also provides for civil and

criminal liability including fines and imprisonment for various computer related offenses. These include offences

relating to unauthorized access to computer systems, modifying the contents of such computer systems without

authorization, damaging computer systems, the unauthorized disclosure of confidential information and computer

fraud. Penalties are provided for cyber-crimes which include tampering with computer source document and sending

offensive message through communication device, in addition to provision of compensation in certain cases.

National Telecom Policy, 2012

The National Telecom Policy, 2012 (“NTP 2012”) was approved by the Government on May 31, 2012. The policy

envisions providing secure, reliable, affordable and high quality converged telecommunication services anytime,

anywhere. The NTP 2012 lists various strategies in relation to mobile technology which include, inter alia: (i) to

reposition the mobile device as an instrument of socio-economic empowerment of citizens ; (ii) reposition the mobile

phone from a mere communication device to an instrument of empowerment that combines communication with

proof of identity, fully secure financial and other transaction capability, multi-lingual services and a whole range of

other capabilities that ride on them and transcend the literacy barrier ; (iii) to leverage the mobile device and

subscriber identity module card with enhanced features for enabling secure transactional services including online

authentication of identity and financial services ; and (iv) to facilitate establishment of a national mobile property

registry for addressing security, theft and other concerns including reprogramming of mobile handsets . Further, one

of the objectives of NTP 2012 is to enable citizens to participate in and contribute to electronic governance in key

sectors like health, education, skill development, employment, governance, banking etc. to ensure equitable and

inclusive growth. Additionally, NTP 2012 aims to optimize delivery of services to consumers irrespective of their

devices or locations by fixed mobile convergence thus making available valuable spectrum for other wireless services. .

The NTP 2012 will be made operational by bringing out detailed guidelines, as may be considered appropriate, from

time to time.

Mobile banking transactions in India

Mobile phones as a medium for providing banking services have been attaining greater importance. In order to ensure

a level playing field and considering that the technology is relatively new, reserve bank of India has brought out a set

of operating guidelines in the year 2008 for adoption by banks. Information security is most critical to the business of

mobile banking services and its underlying operations. Therefore, technology used for mobile banking must be secure

and should ensure confidentiality, integrity, authenticity and non-repudiability.

Foreign Direct Investment

In terms of the consolidated FDI policy circular 1 of 2012 (effective from April 10, 2012), issued by the Department of

Industrial Policy and Promotion, 100% foreign direct investment in Information Technology sector is permitted.

The Micro, Small and Medium Enterprises Development Act, 2006

The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”) was enacted with the purpose of

facilitating the promotion and development and enhancing the competitiveness of micro, small and medium

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enterprises. The MSME Act provide guidelines or instruction to micro, small and medium enterprises for development

of skills in the employees, management and entrepreneurs; provisioning for technological upgradation; providing

marketing assistance or infrastructure facilities. The government through the MSME Act, issue guidelines or

instructions from time to time for smooth flow of credit to such enterprises, minimize the incidence of sickness among

and enhance the competitiveness of such enterprises.

Intellectual Property Rights

The nature of our business involves the generation and use of intellectual property for the protection of which we rely

on the legal regime governing the acquisition and protection of intellectual property in India. Such laws are briefly

summarised below:

Patents

Patent is a statutory right for the intellectual property relating to an invention, for a limited period granted by the

Government to the patentee in exchange of full disclosure of his invention.

Patent registration and protection in India is governed by the Patents Act, 1970 as amended, and the Patents

(Amendment) Rules, 2006. The invention to be patentable should satisfy the criterion of novelty, inventive step and

industrial application. As per Section 2 (ja) of the Patents Act, 1970 “inventive step” means a feature of an invention

that involves technical advance as compared to existing knowledge or having economic significance or both and that

makes the invention not obvious to person skilled in the art. The Patents Act, 1970 excludes certain inventions from

the purview of patentability. Such inventions inter alia include:

(a) Frivolous or contrary to well-established natural laws;

(b) Contrary to public order or morality or which causes serious prejudice to human, plant or animal life, health

or environment;

(c) Scientific principle, abstract theory or discovery of any living thing or non-living substance occurring in

nature;

(d) A method of agriculture or horticulture;

(e) A mere scheme, rule or method of performing mental act or playing games;

(f) A presentation of information; and

(g) Topography of integrated circuits etc.

The grant of a patent involves various stages which are:

(a) Making an application;

(b) Publication and examination of the patent application;

(c) Term of the patent granted under the Patents Act, 1970 is 20 years from the date of filing of application for

the patent, subject to payment of renewal fee; and

(d) Opposition

International Patent Protection Mechanisms

The extent of patent protection granted by any national patent law is limited to the jurisdiction of the country of

registration of the said patent. Therefore, the protection of patents on an international scale ordinarily requires that

patent applications be filed and granted in multiple jurisdictions. In order to avoid multiplicity of applications,

mechanisms under various international treaties have evolved providing for the effective filing of simultaneous patent

applications in multiple jurisdictions by filing of a single international application. The Patent Co-operation Treaty,

1970, (“PCT”) creates one such mechanism whereby filing an application under the PCT results in the effective filing of

a separate application in each of several designated countries under the PCT. India is a signatory to the PCT.

Copyright Protection

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The Copyright Act, 1957 (“Copyright Act”) governs copyright protection in India. Under the Copyright Act, copyright

may subsist in original literary, dramatic, musical or artistic works, cinematograph films, and sound recordings.

Software, both in source and object code, constitutes a literary work under Indian law and is afforded copyright

protection. Following the issuance of the International Copyright Order, 1999, subject to certain exceptions, the

provisions of the Copyright Act apply to nationals of all member states of the World Trade Organisation. While

copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work,

registration constitutes prima facie evidence of the particulars entered therein and creates a rebuttable presumption

savouring the ownership of the copyright by the registered owner. Copyright registration may expedite infringement

proceedings and reduce delay caused due to evidentiary considerations. Once registered, the copyright protection of

a work lasts for a 60-year period following the death of the author. Reproduction of a copyrighted work for sale or

hire, issuing of copies to the public, performance or exhibition in public, making a translation of the work, making an

adaptation of the work and making a cinematograph film of the work without consent of the owner of copyright are

all acts which expressly amount to an infringement of copyright. With respect to computer software, in addition to the

above, any unauthorised sale and commercial rental of software also amount to infringement of copyright. The

Copyright Act also prescribes certain fair use exceptions which permit certain acts which are otherwise considered

copyright infringement. In respect of computer software, these fair use exceptions would include:

(a) the making of copies or adaptations of a computer program by the lawful possessor of a copy of such

computer program in order that it may be utilised for the purposes for which it was supplied;

(b) the right of the lawful possessor to obtain any other essential information for interoperability of an

independently created computer program, if that information is not otherwise readily available;

(c) the observation, study, or test of functioning of the computer program in order to determine the ideas and

principle which underline any elements of the program while performing such acts necessary for the

functions for which the computer program is supplied; and

(d) the making of copies or adapting the computer program from a personal legally obtained copy for any non-

commercial personal use.

The remedies available in the event of infringement of copyright under the Copyright Act include civil proceedings for

damages, account of profits, injunction and the delivery of the infringing copies to the copyright owner. The Copyright

Act also provides for criminal remedies including imprisonment of the accused and the imposition of fines and

seizures of infringing copies. A third set of remedies are administrative or quasi-judicial remedies which are

prosecuted before the Registrar of Copyright to ban the import of infringing copies into India and the confiscation of

infringing copies.

International Treaties for Copyright Protection

India is a signatory to the Convention of International Union for the Protection of Literary and Artistic Works (“Berne

Convention”), the Universal Copyright Convention, 1952, (“UCC”) the Rome Convention for the Protection of

Performers, Producers of Phonograms and Broadcasting Organisations, 1961 and as a member of the World Trade

Organisation is a signatory to the Agreement on Trade Related aspects of Intellectual Property Rights (“TRIPS

Agreement”). The TRIPS Agreement embodies a set of minimum standards that all signatories have to adhere to in

respect of all forms of intellectual property protection, including copyright.

The Berne Convention requires that the signatory countries provide the same rights to foreigners from other member

countries as to their own nationals and mandates automatic protection not subject to procedural formalities. It also

provides for minimum substantive standards of protection, dealing with the duration of copyright and the exclusive

rights which the author shall hold. While the Berne Convention does not prescribe what works are required to be

protected under it, computer software has been brought under its purview by means of Article 10 of the TRIPS

Agreement.

The UCC provides for similar protection, including national treatment and minimum substantive rights to be granted

to copyright holders. The substantive provisions include the right of foreign national of a signatory country whose

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work was first published outside a signatory state to claim copyright protection in that signatory state under the UCC

upon the printing of a copyright symbol and certain other information.

Trademarks

The Trade Marks Act, 1999 (“Trade Marks Act”) governs the statutory protection of trademarks in India. In India,

trademarks enjoy protection under both statutory and common law. Indian trademarks law permits the registration of

trademarks for goods and services. Certification trademarks and collective marks are also registered under the Trade

Marks Act. An application for trademark registration may be made by any person claiming to be the proprietor of a

trademark and can be made on the basis of either current use or intention to use a trademark in the future. The

registration of certain types of trademarks is absolutely prohibited, including trademarks that are not distinctive and

which indicate the kind or quality of the goods. Applications for a trademark registration may be made for in one or

more international classes. Once granted, trademark registration is valid for ten years unless cancelled. If not renewed

after ten years, the mark lapses and the registration for such mark have to be obtained afresh. While both registered

and unregistered trademarks are protected under Indian law, the registration of trademarks offers significant

advantages to the registered owner, particularly with respect to proving infringement. Registered trademarks may be

protected by means of an action for infringement, whereas unregistered trademarks may only be protected by means

of the common law remedy of passing off. In case of the latter, the plaintiff must, prior to proving passing off, first

prove that he is the owner of the trademark concerned. In contrast, the owner of a registered trademark is prima facie

regarded as the owner of the mark by virtue of the registration obtained.

Labour Law Legislations

Some of the labour laws applicable to our Company and its workforce have been discussed below:

Employees (Provident Fund and Miscellaneous Provisions) Act, 1952

The Employees (Provident Fund and Miscellaneous Provisions) Act, 1952, as amended (“EPF Act”) applies to

establishments employing over 20 employees and such other establishments and industrial undertakings as notified

by the government of India from time to time. It requires all such establishments to be registered with the State

provident fund commissioner and requires such employers and their employees to contribute in equal proportion to

the employees’ provident fund the prescribed percentage of basic wages and dearness and other allowances payable

to employees. The EPF Act also requires the employer to maintain registers and submit a monthly return to the State

provident fund commissioner.

Employees State Insurance Act, 1948

The Employees State Insurance Act, 1948, as amended (“ESI Act”) provides for certain benefits to employees in case of

sickness, maternity and employment injury. All employees in establishments covered by the ESI Act are required to be

insured, with an obligation imposed on the employer to make certain contributions in relation thereto. In addition,

the employer is also required to register itself under the ESI Act and maintain prescribed records and registers.

Payment of Gratuity Act, 1972

The Payment of Gratuity Act, 1972 provides for payment of gratuity to employees employed in factories, shops and

other establishments in which ten or more persons are employed or were employed on any day of the preceding

twelve months and in such other establishments in which ten or more employees are employed or were employed on

any day of the preceding twelve months, who have put in a continuous service of 5 years, in the event of their

superannuation, retirement, resignation, death or disablement due to accidents or diseases, as notified by the Central

Government from time to time. The rule of ‘5 year continuous service’ is however relaxed in case of death or

disablement of an employee. Gratuity is calculated at the rate of 15 days wages for every completed year of service

with the employer. Presently, an employer is obliged for a maximum gratuity pay out of ` 1 million for an employee.

Penalties are prescribed for non-compliance with statutory provisions.

The Minimum Wages Act, 1948

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The Minimum Wages Act, 1948, as amended, provides a framework for State governments to stipulate the minimum

wage applicable to a particular industry. The minimum wage may consist of a basic rate of wages and a special

allowance; or a basic rate of wages and the cash value of the concessions in respect of supplies of essential

commodities; or an all-inclusive rate allowing for the basic rate, the cost of living allowance and the cash value of the

concessions, if any. Workmen are to be paid for overtime at overtime rates stipulated by the appropriate government.

Contravention of the provisions of this legislation may result in imprisonment for a term up to six months or a fine up

to ` 500 or both.

The Payment of Wages Act, 1936

The Payment of Wages Act, 1936 is enacted to regulate the period and payment of wages, overtime wages and

deductions from wages and also to regulate the working hours, overtime, weekly holidays of certain classes of

employed persons. The Payment of Wages Act, 1936 contains provisions as to the minimum wages that are to be fixed

by the appropriate governments for the employees, entitlement of bonus of the employees, fixing the payment of

wages to workers and ensuring that such payments are disbursed by the employers within the stipulated time frame

and without any unauthorized deductions.

The Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965, as amended provides for payment of minimum bonus to factory employees and

every other establishment in which 20 or more persons are employed and requires maintenance of certain books and

registers and filing of monthly returns showing computation of allocable surplus, set on and set off of allocable surplus

and bonus due.

The Contract Labour (Regulation and Abolition) Act, 1970

The purpose of the Contract Labour (Regulation and Abolition) Act, 1970 is to regulate the employment and protect

the interests of labourers who are hired on the basis of individual contracts. In the event that any aspect of the activity

is outsourced and is carried out by labourers hired on a contractual basis, then compliance with the Contract Labour

(Regulation and Abolition) Act, 1970 will also be necessary.

The Maternity Benefit Act, 1961

The purpose of the Maternity Benefit Act, 1961 is to regulate the employment of pregnant women and to ensure that

they get paid leave for a specified period during and after their pregnancy. It provides, inter alia, for payment of

maternity benefits, medical bonus and enacts prohibitions on dismissal, reduction of wages paid to pregnant women,

etc.

Environmental Legislations

The major statutes in India which seek to regulate and protect the environment against pollution related activities in

India include the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution)

Act, 1981 and the Environment Protection Act, 1986. The basic purpose of these statutes is to control, abate and

prevent pollution. In order to achieve these objectives, Pollution Control Boards (“PCBs”), which are vested with

diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for

setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in

industries and undertaking inspection to ensure that industries are functioning in compliance with the standards

prescribed. These authorities also have the power of search, seizure and investigation if the authorities are aware of

or suspect pollution that is not in accordance with such regulations.

Other Legislations

The Indian Contract Act, 1872

The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract may be entered into, executed,

implementation of the provisions of a contract and effects of breach of a contract. A person is free to contract on any

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terms he chooses. The Contract Act consists of limiting factors subject to which contract may be entered into,

executed and the breach enforced. It provides a framework of rules and regulations that govern formation and

performance of contract. The contracting parties themselves decide the rights and duties of parties and terms of

agreement.

The Specific Relief Act, 1963

The Specific Relief Act, 1963 is complimentary to the provisions of the Contract Act and the Transfer of Property Act,

as the Act applies both to movable property and immovable property. The Act applies in cases where the Court can

order specific performance of a contract. Specific relief can be granted only for purpose of enforcing individual civil

rights and not for the mere purpose of enforcing a civil law. ‘Specific performance’ means Court will order the party to

perform his part of agreement, instead of imposing on him any monetary liability to pay damages to other party.

Consumer Protection Act, 1986

The Consumer Protection Act, 1986 seeks to provide better protection of interests of the consumers and for that

purpose to make provision for establishment of consumer councils and other authorities for the settlement of

consumer’s disputes and for matters connected therewith. It seeks to promote and protect the rights of consumers.

To provide steady and simple redressal to consumers’ disputes, a quasi-judicial machinery is sought to be set up at the

district, state and central levels. The quasi-judicial bodies will observe the principles of natural justices and have been

empowered to give relieves of a specific nature and to award wherever appropriate compensation to consumers.

Penalties for non-compliance of the orders given by the quasi-judicial bodies have also been provided.

The Companies Act, 1956

The Companies Act, 1956 deals with laws relating to companies and certain other associations. It was enacted by the

parliament in 1956. The Companies Act primarily regulates the formation, financing, functioning and winding up of

companies. The Act prescribes regulatory mechanism regarding all relevant aspects, including organizational, financial

and managerial aspects of companies. Regulation of the financial and management aspects constitutes the main focus

of the Companies Act. In the functioning of the corporate sector, although freedom of companies is important,

protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act

plays the balancing role between these two competing factors, namely, management autonomy and investor

protection.

Shops and Commercial Establishments Act

The state-wise applicable shops and establishments acts deals with shops and establishments. As per these acts, any

shop or commercial establishment has to obtain a certificate of registration from the supervising inspector and has to

comply with certain rules laid down therein. These statutes and rules and regulations framed thereunder regulate the

opening and closing hours of shops and commercial establishments, daily and weekly work hours, closing dates and

holidays, health and safety of persons working in shops and commercial establishments, payment of wages,

maintenance of records and registers by the employers, among others.

Transfer of Property Act, 1882

The transfer of property, including immovable property, between living persons, as opposed to the transfer of

property by the operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act

establishes the general principles relating to the transfer of property, including, among other things, identifying the

categories of property that are capable of being transferred, the persons competent to transfer property, the validity

of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the

property.

Registration Act, 1908

The Registration Act, 1908 (“Registration Act”) has been enacted with the object of providing public notice of the

execution of documents affecting the transfer of an interest in immoveable property. The purpose of the Registration

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Act is the conservation of evidence, assurances, title, and publication of documents and prevention of fraud. It details

the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which

registration is compulsory and includes, among other things, any non-testamentary instrument which purports or

operates to create, declare, assign, limit or extinguish, whether in the present or in future, any right, title or interest,

whether vested or contingent, in immovable property of the value of ` 100 or more, and a lease of immovable

property for any term exceeding one year or reserving a yearly rent. A document will not affect the property

comprised in it, nor be treated as evidence of any transaction affecting such property (except as evidence of a

contract in a suit for specific performance or as evidence of part performance under the T.P. Act or as collateral),

unless it has been registered.

Stamp Act

Stamp duty needs to be paid on all documents specified under the applicable stamp act and at the rates specified in

the Schedules there under. The rate of stamp duty varies from state to state. The stamp duty is payable on

instruments at the rates specified in the applicable stamp act. The applicable rates for stamp duty on these

instruments, including those relating to conveyance, are prescribed by state legislation. Instruments chargeable to

duty under the stamp act which are not duly stamped are incapable of being admitted in court as evidence of the

transaction contained therein. The stamp act also provides for impounding of instruments which are not sufficiently

stamped or not stamped at all.

- 83 -

HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was incorporated on December 12, 2006 in Kerala under the Companies Act as a private limited

company under the name ‘MobME Wireless Solutions Private Limited’ with the RoC and was subsequently changed to

‘MobME Wireless Solutions Limited’ vide a fresh certificate of incorporation dated January 15, 2013. The registered

office of our Company was changed from the Alappuzha to Kochi vide board resolution dated July 28, 2011.

For details in relation to our activities, services, products, our growth, technology, market, managerial competence

and capacity built-up, our standing with reference to our prominent competitors, major suppliers and customers,

please see “Our Business” and “Industry Overview” on pages 67 and 58, respectively of the Draft Red Herring

Prospectus.

Our Company has 35 equity shareholders as on the date of filing of the Draft Red Herring Prospectus. For further

information, see “Capital Structure” on page 24 of the Draft Red Herring Prospectus.

The Registered Office is located at 41/3197, 4th

Floor, Bhagheeratha Square, Banerji Road, Kacherippady, Kochi

682018.

Main Objects of our Company

The main objects contained in the Memorandum of Association of our Company are as follows:

1. “To carry on the business of mobile media Content aggregator and mobile marketing.

2. To carry out the business of acting as a mobile signature service provider in the territory of India including

development or licensing or import of all technology required for undertaking the said business of mobile

signature services based on use of mobiles, computers and business machines of all kinds including all types of

information processing equipment such as electronic telephone or other communication systems related to

data and information and processing and to furnish to the users the system know how, programming and

other software relating to the use of mobile signatures and to develop software and hardware for acting as a

mobile signature service provider for both industrial and commercial purposes and to act as a certifying

authority, registration authority and carry out all kinds of data collection, data processing, generating of

reports including acting as advisors for making effective use of the software required for providing the service

as a mobile signature service provider and to advise and assist in all aspects relating to the above mentioned

services.”

The main objects as contained in the Memorandum of Association enable our Company to carry on the business

presently being carried out.

Changes in the Memorandum of Association

Since our incorporation, the following changes have been made to our Memorandum of Association:

Date of Amendment/ Shareholders

Resolution Amendment

June 29, 2007 Increase in authorised share capital from ` 16,000,000 to `

20,000,000.

Sub-division of the Equity Shares from every Equity Shares of ` 1000

each to 100 equity shares of ` 10 each.

July 28, 2011 Change of registered office.

October 22, 2012 Amending the object clause to include the business of acting as a mobile

signature service provider in the territory of India.

November 30, 2012 Increase in authorised share capital from ` 20,000,000 to ` 40,000,000.

December 10, 2012 Conversion from private to public company.

Awards, Certifications and Recognitions

- 84 -

Over the years we have received the following, awards, certifications and recognitions:

Recognition by NASSCOM as “NASSCOM EMERGE 50: The League of Ten” (2011)

Recognition by NASSCOM for being the runner up in the market facing innovation process category (2011)

Recognition of our Company’s in house research and development unit by the Government of India, Ministry

of Science and Technology (2011)

Bloomberg UTV CXO Awards – Best Innovative Use of IT (SME) (2011)

Recognition by NASSCOM EMERGE Forum for outstanding work in the ‘EMERGE 50 Innovation Category’

(2011)

Certification by NASSCOM EMERGE Forum for being short listed in the “EMERGE Services category” (2009)

ISO 9001 certification by QSCert for providing telecom value added services (2010)

Recognition by Wall Street Journal-Mint as “One of the Ten Start-ups to Watch Out For in the New Year”

(2008)

‘Indian STEPS and Business Incubators Associations’ Entrepreneurship Award (2008)

Recognition by NASSCOM for being the finalist in the NASSCOM Innovation Award (2008)

Awarded “100 IT Innovators” by NASSCOM (2007)

Major Events

The table below sets forth some of the major events in the history of our Company:

Event

2006 Launched our first product ‘Fastalerts’, a bulk messaging platform for enterprises. This product now has

over 30 resellers and 300 clients and generates about one hundred lacs in revenue annually.

2007 Set up our first OBD and IVR services for a leading TSP in Kerala.

2008 Set up our first SMSC and USSD services for a leading TSP in Kerala.

2009 Set up our first flagship product of our Network VAS division ‘ZULO’.

2009 Entered into a national deal with a leading TSP for launch our Consumer VAS division’s first product called

‘Picture Posts’. This product contributed over six hundred lacs in revenue for our Company in the last

Financial year.

2009 Won Kerala government’s M-Governance project contract in an open bid.

2010 Bagged M-Governance project contract of for the State Government of Goa.

2011 Bagged M-governance project contract for the State Government of Nagaland.

Injunction or restraining order, if any, with possible implications

Our Company is not operating under any injunction or restraining order.

Capital raising activities through equity and debt

Except as disclosed in the section “Capital Structure” on page 24 of the Draft Red Herring Prospectus, our Company

has not raised capital through equity.

For details of our Company’s debt facilities, see “Financial Indebtedness” on page 195 of the Draft Red Herring

Prospectus.

Technology and Market Competence

For details on the technology and market competence of our Company, please see “Our Business” on page 67 of the


Competition

For details on competition faced by our Company, please refer to chapter titled “Our Business- Competition” on page


- 85 -

Defaults or rescheduling of borrowings with financial institutions/banks

There have been no defaults or rescheduling of borrowings with the financial institutions/banks. Further, none of our

loans other than the loan availed from TDB has been converted into Equity Shares.

Revaluation of assets

Our Company has not revalued its assets since incorporation.

Schemes of Arrangement

Our Company has not entered into any scheme of arrangement since incorporation.

Changes in the activities of our Company during the last five years

There have been no changes in the activities of our Company during the last five years which may have had a material

effect on the profits and loss account of our Company including discontinuance of line of business, loss of agencies or

markets and similar factors.

Lock out, strikes etc.

There have been no strikes or lock outs affecting our Company.

Time and cost overruns

There have been no time and cost overruns affecting our Company.

Our Subsidiaries

We do not have any holding company. The details of our Subsidiaries are as follows:

(i) Forward Media Private Limited; and

(ii) Getz Shoppe & Exim Private Limited.

Forward Media Private Limited

Corporate Information

Forward Media Private Limited was originally incorporated as Pukkattupady Realtors and Hospitality Private Limited

on June 16, 2008 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Kerala. The name

of the Company subsequently changed to Forward Media Private Limited with effect from June 8, 2011. The main

business of Forward Media Private Limited is printing and publishing of magazines, holding of media events and other

entertainment shows.

Capital Structure

The capital structure of Forward Media Private Limited is as follows:

Particulars No. of Equity Shares of ` 10 each

Authorised capital 2,500,000

Issued, subscribed and paid-up capital 1,000,00

Shareholding Pattern

- 86 -

The shareholding pattern of Forward Media Private Limited is as follows:

S.No. Name of the Shareholder No. of Equity Shares Percentage of total

equity holding (%)

1. MobME Wireless Solutions Limited 8,000 80.00

2. Mr. Arun Balachandran 2,000 20.00

Total 10,000 100

Financial Performance

The summary audited financial information is as follows:

(in `)

S.No. Particulars For the Financial year ended

March 31, 2012

1. Equity capital (par value ` 10 per equity share) 1,000,00

2. Reserves (excluding revaluation reserves) and surplus (3,206,429)

3. Sales 9,139,25

4. Profit/(Loss) after tax (3,120,335)

5. Earnings per share (basic and diluted) (312.03)

6. Net worth (3,106,429)

7. Net asset value per share (310.64)

Forward Media Private Limited became the subsidiary of our Company on October 10, 2011.

Getz Shoppe and Exim Private Limited

Corporate Information

Getz Shoppe and Exim Private Limited was incorporated on May 8, 2009 under the provisions of the Companies Act,

1956 with the Registrar of Companies, Kerala. The main business of Getz Shoppe and Exim Private Limited is trading

and distribution of consumer durables.

Capital Structure

The capital structure of Getz Shoppe and Exim Private Limited is as follows:

Particulars No. of Equity Shares of ` 100 each

Authorised capital 5,000,000

Issued, subscribed and paid-up capital 5,000,000

Shareholding Pattern

The shareholding pattern of Getz Shoppe and Exim Private Limited is as follows:

S.No. Name of the Shareholder No. of Equity Shares Percentage of total equity

holding (%)

1. MobME Wireless Solutions Limited 40,000 80.00


3. Mr. Santosh Kumar K. 4,900 9.80

Total 50,000 100

Financial Performance

The summary audited financial information is as follows:

- 87 -

(in `)

S.No. Particulars

For the Financial year

ended

March 31, 2012

1. Equity capital (par value ` 100 per equity share) 5,000,000

2. Reserves (excluding revaluation reserves) and surplus 1,394,337

3. Sales 1,599,953,87

4. Profit/(Loss) after tax 1,228,884

5. Earnings per share (basic and diluted) 92.75

6. Net worth 6,394,337

7. Net asset value per share 127.89

Getz Shoppe and Exim Private Limited became the subsidiary of our Company on March 31, 2012.

Interest of the Subsidiaries in our Company

The Subsidiaries do not hold any Equity Shares in our Company. Our Company has not entered into any business

contracts and arrangements with the subsidiaries. For details, see “Related Party Transactions” on page 152 of the


Collaboration Agreements

As on the date of the Draft Red Herring Prospectus, our Company is not a party to any collaboration agreements.

Shareholders’ Agreements

Share purchase agreement dated February 25, 2012

Our Company and Waybeo Technologies Solutions Private Limited entered into a share purchase agreement dated

February 25, 2012. Pursuant to the share purchase agreement, our Company purchased 115,000 equity shares of

Waybeo Technologies Solutions Private Limited of face value of ` 1 each at a premium of ` 16.39 each per share, for a

total consideration of ` 20 lacs

Other Material Agreements

Except as described in this section, we have not entered into any material contract, not being a contract entered into

in the ordinary course of the business carried out on or intended to be carried on by us or a contract entered into

more than two years before the filing of the Draft Red Herring Prospectus.

Strategic and Financial Partners

As on the date of the Draft Red Herring Prospectus, our Company does not have any strategic or financial partners.

- 88 -

OUR MANAGEMENT

Our Articles of Association require us to have not less than three and not more than twelve Directors. We presently

have five Directors.

The following table sets forth details of our Board as on the date of filing of the Draft Red Herring Prospectus:

Name, Father’s Name, Designation, Address,

Occupation, Experience, Term and DIN

Age

(years) Nationality

Other Directorships/

Partnerships/Trusteeships

Mr. George Brody

Father’s Name: Mr. George Philix

Designation: Chairman, Non-Executive and


Experience: 32 years

Address: 204, High Canyon court, Richardson,

Texas, 75080, USA

DIN: 02014824

Occupation: Business

Term: Liable to retire by rotation

64

United

States of

America

GlobeRanger Corporation, USA

Mr. Jose Thomas Pattara

Father’s Name: Late Mr. P.V. Thomas

Designation: Non Executive and Non-



Address: Door No 423, Pattara Puthenveedu,

Thanneermukom, South Muhamma post office,

Alappuzha - 688525

DIN: 00061511



54 India

1. Achu Realtors and Hospitality

Private Limited

2. Airapuram Real Estates and

Hospitality Private Limited

3. Bhagheeratha Builders Limited

4. Canbo Electronics Private Limited

5. Chettichira Real Estates and


6. East Venice Builders and Realtors

Private Limited

7. East Venice Property Developers

Private Limited

8. Elamakkara Realtors and Hospitality

Private Limited

9. Forward Media Private Limited

10. Getz Shoppe and Exim Private

Limited

11. Gogreen hospitality Solutions

Private Limited

12. High Tide Farms & Properties

Private Limited

13. Jayem Farms And Properties India

Private Limited

14. Jayem Greenfields and Estates

Private Limited

15. Joed Farms and Properties Private

Limited

16. JTP Realtors and Hospitality Private

Limited

17. Kayal Property Developers and

- 89 -



Age

(years) Nationality




18. Kuttanad Property Developers and


19. Mekkalady Real Estates and


20. MobSHARE Mobile Systems India

Private Limited

21. Morakkala Real Estates and


22. Muhamma Property Developers and


23. Muhamma Real Estates and


24. Nedungapra Realtors and


25. Pattara Business Ventures Private

Limited

26. Pattara Power Projects Private

Limited

27. PEE CEE Real Estates and Hospitality

Private Limited

28. Perfect Square Hospitality and

Realty Private Limited

29. PVT Realtors and Hospitality Private

Limited

30. Q & R Constructions and Marketing

Private Limited

31. Q & R Warehousing and Logistics

Private Limited

32. Rajshri Hospitalities Private Limited

33. Save Pharmacy (India) Private

Limited

34. Senai Real Estates and Hospitality

Private Limited

35. Vembanad Real Estates and


36. Bell Chit Funds

Mr. Sanjay Vijayakumar

Father’s Name: Mr. Chellapan Vijayakumar

Designation: Co-Chief Executive Officer,

Executive and Non-Independent Director

Experience: Six years

Address: Sarovaram, KP-I/864 Convent Road,

Mottada post office, Thiruvananthapuram

695025

DIN: 00595475


28 India

1. Andra Technologies & Consulting

LLP

2. Code Blue Technology Services

Private Limited

3. Dimensions Mobile Solutions

Private Limited

4. Evangelia Consulting LLP

5. Mobile Express Private Limited


Private Limited

7. Odysseus Engineering Private

Limited

8. Red Splash Media Solutions Private

Limited

9. Torque Technology Solutions Private

Limited

10. 4TRANZ4 Consulting LLP

- 90 -



Age

(years) Nationality



Term: Five years from January 7, 2013

11. Indian Telecom Innovation Hub-

Technology Business Incubator

Mr. Sony Joy

Father’s Name: Mr. Maliakkal Palu Joy Franco

Designation: Co-Chief Executive Officer,

Executive and Non-Independent Director

Experience: Six years

Address: 9/347, IMA Lane, Mission Quarters,

Thrissur

DIN: 01876554


Term: Five years from January 7, 2013

27 Indian

1. Andra Technologies & Consulting

LLP

2. Code Blue Technology Services

Private Limited


4. Forward Media Private Limited

5. Getz Shoppe And Exim Private

Limited



Private Limited

8. Odysseus Engineering Private

Limited

9. Red Splash Media Solutions Private

Limited

10. Startup Village Business Incubation

Services LLP

11. Startup Village Business

Management Services LLP

12. Torque Technology Solutions Private

Limited

13. ZeroGravity Technologies LLP


15. Indian Telecom Innovation Hub-

Technology Business Incubator

Mr. Aynampudi Subbarao

Father’s Name: Mr. Aynampudi Lakshmi

Narayana

Designation: Non-Executive and Independent

Director


Address: E-43, Nivedita Kui, Sec-X, RK Puram,

New Delhi - 110022

DIN: 03518681

Occupation: Service


63

Indian

1. Skyquest Technology Private

Limited

Relationship between Directors

None of the Directors are related to each other.

- 91 -

Brief profile of the Directors

Mr. George Brody

Mr. George Brody is the Chairman, Non-Executive and Independent Director of our Company. He is also the founder

and chief executive officer at GlobeRanger Corporation, USA. Prior to co-founding GlobeRanger Corporation in 1999,

he served as the vice-president and general manager of Nortel Network’s Wireless Network Solutions division where

he managed a series of entrepreneurial startups including satellite network solutions, wireless intelligent networks

and wireless new business ventures. During his tenure at Nortel Inc. as vice-president of wireless technology, he was

responsible for its global wireless product development programs and the management of the Bell-Northern Research

Laboratory in Richardson, a research and development organization that employed more than 2,500 professionals.


Mr. Jose Thomas Pattara is one of the Promoters of our Company. He is a Non Executive and Non-Independent

Director of our Company. In the year 1999 he jointly took over the management of Rashtra Deepika Limited. He was

the managing director of Rashtra Deepika from 1999 to December of 2005. He also served as the managing director of

Kumarakom Lake Resorts Private Limited during the same period. He has also served as the regional chairman of the

Indian Newspaper Society from 2002 to 2005.


Mr. Sanjay Vijayakumar is one of the Promoters of our Company. He is an Executive and Non-Independent Director of

our Company and he also holds the post of Co-Chief Executive Officer in our Company. He holds a bachelor of

technology degree from the College of Engineering, Trivandrum. He also serves as a member of the board of

governors of Technopark Technology Business Incubator (TBI) and on the board of governors of Indian Telecom

Innovation Hub TBI (ITIH - TBI) as chairman. ITIH – TBI has been branded as Startup Village Private Limited and is

India's first public private partnership model technology business incubator promoted in partnership with Department

of Science and Technology, Government of India. He was awarded the Star Entrepreneurship Award at the 3rd

International India Innovation Summit, 2010.

Mr. Sony Joy

Mr. Sony Joy is one of the Promoters of our Company. He is an Executive and Non-Independent Director of our

Company. He is also the Co-Chief Executive Officer of our Company. He scored 99.9 percentile in the Kerala

Engineering Entrance and graduated from College of Engineering, Trivandrum with a bachelor of technology degree in

electronics and communication.


Mr. Aynampudi Subbarao is a Non-Executive and Independent Director on the Board of our Company. He is a former

advisor of the Department of Scientific and Industrial Research and is currently working in the capacity of

advisor/consultant/board member of Centre for Innovation Incubation and Entrepreneurship, Foundation for MSME

Clusters and SkyQuest Technology Group. Previously, he worked as the president of Indian Innovators Association

providing mentoring and lobbying support to Indian innovators.

Terms and conditions of employment of our Executive Directors

Our Executive Directors have been appointed for the term of five years from January 7, 2013 with a provision for

extension of the period of employment on mutual agreement. Our Executive Directors are eligible to receive a

monthly salary of ` 2,50,000 in addition to perquisites such as leave and encashment of leave, gratuity and

reimbursement of expenses. The Board may also grant performance incentives to our Executive Directors who also

are the Whole-time Directors of our Company subject to overall limits laid down in section 198 and 309 of the

Companies Act.

- 92 -

Borrowing Powers of the Board of Directors of our Company

Pursuant to a resolution passed by the shareholders on December 10, 2012, in accordance with provisions of the

Companies Act and the Articles of Association, the Board has been authorised to borrow sums of money for the

purpose of the Company upon such terms and conditions as the Board may think fit, provided that the aggregate

monies borrowed by the Company shall not exceed, at any time, ` 10,000 lacs.

Further Confirmations

None of the Directors are or were a director of any listed company during the last five years preceding the date of the

Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE,

during the term of their directorship in such company.

Details of Service Contracts

We have not entered into any service contracts with the present Board of Directors.

Remuneration of the Directors

(` in lacs)

Name of the Director Remuneration (including sitting fees) paid in the Financial

Year ended March 31, 2012 `

Mr. Sanjay Vijayakumar 85.0

Mr. Sony Joy 85.0

Mr. Jose Thomas Pattara 16.5

Corporate Governance

The provisions of the SME Equity Listing Agreement to be entered into with the Stock Exchange with respect to

corporate governance will be applicable to us immediately upon the listing of the Equity Shares with the Stock

Exchange. As of the date of the Draft Red Herring Prospectus, our Company has taken steps to comply with the

provisions of Clause 52 of the SME Equity Listing Agreement, including with respect to the appointment of

independent directors, the constitution of the Audit Committee, Shareholders/Investors Grievance Committee and

Remuneration committee. We believe we are in compliance with the requirements of the applicable regulations,

including the SME Equity Listing Agreements with the Stock Exchange and the SEBI ICDR Regulations, in respect of

corporate governance including constitution of the Board and committees thereof. The corporate governance

framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive

management team and constitution of the Board Committees, as required under law.

We have a Board constituted in compliance with the Companies Act and listing agreement to be entered into with the

Stock Exchange. The Board functions either on own or through various committees constituted to oversee specific

operational areas.

As on date, the Board comprises five Directors, of which two are Independent Directors.

Committees of the Board

In accordance with Clause 52 of the SME Equity Listing Agreement our Company has constituted the following Board

committees for compliance with corporate governance requirements:

Audit Committee

The Audit Committee was constituted by our Board of Directors at their meeting held on December 10, 2012. It

comprises of:

Name of Directors Status

- 93 -


Mr. George Brody Chairman, Non-Executive and Independent Director*

Mr. Sanjay Vijayakumar Executive and Non-Independent Director

Mr. Aynampudi Subbarao Non-Executive and Independent Director

* Mr. George Brody has been selected by the members as the chairman of the Audit Committee.

The scope and function of the Audit Committee is in accordance with Section 292A of the Companies Act and clause

52 of the SME Equity Listing Agreements and its terms of reference are as follows:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal

of the statutory auditor and the fixation of audit fees;

3. Approval of payment to Statutory Auditor for any other services rendered by the Statutory Auditor;

4. Reviewing, with the management, the annual financial statements before submission to the Board for

approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included in the

Board’s report in terms of clause (2AA) of Section 217 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management.

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for

approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those

stated in the offer document/prospectus/notice and the report submitted by the monitoring agency

monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations

to the Board to take up steps in this matter;

7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the

internal control systems;

8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of internal audit;

9. Discussion with internal auditors any significant findings and follow up there on;

10. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the Board;

- 94 -

11. Discussion with Statutory Auditor before the audit commences, about the nature and scope of audit as well

as post-audit discussion to ascertain any area of concern;

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of nonpayment of declared dividends) and creditors;

13. Reviewing the functioning of the whistle blower mechanism, in case the same is existing;

14. Approving the appointment of the chief financial officer (i.e. the whole time finance director or any other

person heading the finance function) after assessing the qualifications, experience and background, etc., of

the candidate; and

15. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Shareholders/Investors Grievance Committee

The Shareholders/Investors Grievance Committee was constituted at the Board meeting held on December 10, 2012.

This committee is responsible for the redressal of shareholder grievances. The Shareholders/Investors Grievances

Committee comprises of:


Mr. George Brody Chairman, Non-Executive and Independent Director*


Mr. Sony Joy Executive and Non-Independent Director

* Mr. George Brody has been selected by the members as the chairman of the Shareholders/Investors Grievance

Committee.

The terms of reference of the Shareholders/Investors Grievance Committee of our Company include the following:

1. Redressal of shareholders’/investors’ complaints;

2. Approve requests for share transfers and transmission and those pertaining to rematerialisation of

shares/subdivision/consolidation/issue of renewed and duplicate share certificates, among others;

3. Investor relations and redressal of shareholders grievances in general and relating to non receipt of

dividends, interest and non receipt of balance sheet, among others;

4. Carrying out any other function as prescribed under the SME Equity Listing Agreement or such other matters

as may from time to time be required by any statutory, contractual or other regulatory requirements to be

attended to by such committee; and

5. Any other actions that may be incidental thereto.

Remuneration Committee

The Remuneration Committee was constituted at the Board meeting held on December 10, 2012. This committee is

responsible to take all necessary steps, decisions required in connection with fixation of managerial remuneration of

the Directors of the Company. The Remuneration committee comprises of:

Name of Directors Status*


Mr. Jose Thomas Pattara Non-Executive and Non-Independent Director

Mr. Aynampudi Subbarao Non-Executive and Independent Director

Mr. George Brody Non-Executive and Independent Director

* The members will decide among themselves to appoint chairman of the remuneration committee.

- 95 -

The terms of reference of the Remuneration Committee of our Company include the following:

1. To take all necessary steps, decisions required in connection with fixation of managerial remuneration of the

Directors of the Company and to delegate all or any of the power hereby conferred; and

2. To do all such acts, deeds and things which may be necessary for giving effect to the resolution of our

Company dated December 10, 2012.

IPO Committee

This Committee is responsible for dealing with all matters in relation to the initial public offering of our Company.

Pursuant to this, the Committee has been authorized by the Board pursuant to a resolution dated December 10, 2012,

to carry out and decide upon all activities in connection with the Issue. The IPO Committee comprises of:


Mr. Sanjay Vijayakumar Chairman, Executive and Non-Independent Director*

Mr. Sony Joy Executive and Non-Independent Director

Mr. Jose Thomas Pattara Non-Executive and Non-Independent Director

* Mr. Sanjay Vijayakumar has been selected by the members as the chairman of the IPO Committee

Scope and terms of reference: The IPO Committee shall take all steps and to do all acts, deeds, matters and things and

to sign all documents, agreements, contracts, deeds, documents, declarations, affidavits, undertakings, appointment

letters, applications, forms and papers, amongst others, and also to take decisions and issue clarifications on all issues

and matters in connection with the Issue including but not limited to the following:

1. Positioning of the IPO including appointing all intermediaries for the Issue including BRLM, legal counsel, IPO

grading agency, Registrar to the Issue, escrow collection banks, printers, advertising agency and underwriters,

among others, and approval of expenses related thereto;

2. Finalizing the time-lines for the Issue in consultation with the BRLM and other concerned intermediaries;

3. Ensuring and finalizing all disclosures to be made in this DRHP, the RHP, and the Prospectus to be filed with

SEBI and the RoC as per the requirements of the SEBI ICDR Regulations, Companies Act and other applicable

laws;

4. Deciding the capital structure of the Company including the size of the Issue, composition of the Issue in

consultation with the BRLM, among others;

5. Deciding the objects of the Issue, the use of the Issue Proceeds and the deployment of funds raised in the

Issue and changes therein, if any, among others;

6. Deciding the Price Band and other terms of the Issue in consultation with the BRLM;

7. Finalizing and approving the Issue expenses in consultation with the BRLM;

8. Deciding the stock exchanges on which Equity Shares in the Issue will be listed, filing of applications to the

stock exchanges for obtaining “in-principle approval” and listing of the shares, among others. and ensuring

compliance with the Listing Agreement including constituting the various committees under clause 52 of the

SME Listing Agreement with the Stock Exchanges; and

9. Taking decisions on and resolving all such questions, difficulties on all matters in relation to the proposed

Issue and offer for sale, issuing explanations and clarifications to the stock exchanges, SEBI, the RBI, the RoC,

and all other regulatory authorities and government offices, among others, in connection with any matter

relating to disclosures in this DRHP, the RHP, and the Prospectus, or any other matter, issue and grievance

related to or incidental with the Issue or listing of the shares of the Company, among others.

- 96 -

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

We will comply with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 after listing of the

Company’s shares on the Stock Exchange. Ms. Smitha Varma, Company Secretary and Compliance Officer, is

responsible for setting forth policies, procedures, monitoring and adhering to the rules for the prevention of

dissemination of price sensitive information and the implementation of the code of conduct under the overall

supervision of the Board.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold any qualification shares in our Company. Except as

disclosed below, as on date of filing of the Draft Red Herring Prospectus, none of the Directors hold any Equity Shares.

Sr.No. Name of the Directors Number of Equity Shares held

1. Mr. Sanjay Vijayakumar 506,173

1. Mr. Sony Joy 386,549

2. Mr. Jose Thomas Pattara 386,549

3. Mr. George Brody 48,000

Interest of our Directors

All of our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of

the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses

payable to them under our Articles of Association, and to the extent of remuneration paid to them for services

rendered as our officer or employee. Some of the Directors may be deemed to be interested to the extent of

consideration received/paid or any loan or advances provided to anybody corporate including companies and firms

and trusts, in which they are interested as directors, members, partners or trustees.

There are no service contracts between us and any of the Directors for payment of benefit upon termination of

employment.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed

by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members,

promoters, and /or trustees pursuant to the Issue.

Except as stated in the section titled “Related Party Transactions” on page 152 of the Draft Red Herring Prospectus,

our Directors do not have any other interest in our business.

Our Directors have no interest in any property acquired by us within two years of the date of the Draft Red Herring

Prospectus, except Bhagheeratha Residency, apartment No. - 7A, 41/3197-J, Banerji Road, Ernakulam, Kochi-682 018.

Our Directors are not interested in the appointment of or acting as Registrar and Bankers to the Issue or any such

intermediaries registered with SEBI.

Bonus or profit sharing plan for our Directors

We do not have a performance linked bonus or a profit sharing plan for our Directors.

Properties acquired by our Company from Directors in the last two years

Our Directors have no interest in any property acquired by us within two years of the date of the Draft Red Herring

Prospectus or proposed to be purchased by our Company, except Bhagheeratha Residency, apartment No. - 7A,

41/3197-J, Banerji Road, Ernakulam, Kochi-682 018.

Changes in our Board of Directors during the last three years

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The changes in the Board of Directors during the last three years are as follows:

Name of Director Date of Change/Appointment Reason

Mr. Aynampudi Subbarao May 26, 2011 Appointment

Management Organization Structure

Key Management Personnel

The details of the Key Management Personnel, as of the date of the Draft Red Herring Prospectus, are as follows:

Mr. Vivek Steve Francis, aged 28 years, is one of the Promoters of our Company. He is also the chief operating officer

of our Company. He holds a bachelors’ degree in engineering (electronics and communication engineering) from

University of Kerala and a Post Graduate Diploma in Business Management from International Management Institute,

New Delhi. He has over six years of experience in the telecom industry. He joined our Company in December 12, 2006.

In our Company, he is responsible for productively leveraging the limited resources, as set out by the Co- chief

executive officers of our Company with the aim of creating maximum value for our Company's stakeholders and focus

on generating recurring and incremental revenues by encouraging a culture of innovation and allocating resources

judiciously across business units. He is directly responsible for operations and financial performance of our Company.

The gross compensation paid to him during the Financial Year ended March 31, 2012 was ` 85 lacs.

Mr. Vishnu Gopal, aged 28 years, is the chief technology officer of our Company. He holds a masters’ degree in human

computer interaction from University College London, London and a bachelors’ degree in engineering (computer

technology and engineering) from University of Kerala. He has over four years of experience in software development

and coding. He joined our Company in December 1, 2010. He has been instrumental in moulding the engineering

division of our Company from a raw startup environment into a mature and coherent team. He is a key player in

envisioning the long-term technology roadmap of our Company ensuring that the engineering unit is always in touch

with the latest in the industry. The gross compensation paid to him during the Financial Year ended March 31, 2012

was ` 14.7 lacs.

Mr. Manu Joseph Scaria, aged 29 years, is the senior vice president - operations of our Company. He holds a

bachelors’ degree in engineering (mechanical engineering) from University of Kerala. He has over six years of

experience in operations and business development. He joined our Company in December 12, 2006. He is responsible

for day to day operations across the two primary business verticals of our Company. He also plays a key role in

developing business relations with the telecommunication companies and identifying growth opportunities. The gross

compensation paid to him during the Financial Year ended March 31, 2012 was ` 12 lacs.

- 98 -

Mr. Ashwin Ramachandran, aged 33 years, is the vice president - business management in our Company. He holds a

bachelors’ degree in engineering (civil engineering) from Karnataka University, Dharwad. He has over 10 years of

experience in marketing and sales. He joined our Company in December 12, 2006. In our Company, he heads the bulk

short messaging services business under the enterprise division and is responsible for the creation of distribution

channels for our small business solutions offerings. His additional focus is on strategic direct sales efforts with

industry verticals looking to provide individual short messaging services to brokers, franchisees, telecommunication

companies and more. The gross compensation paid to him during the Financial Year ended March 31, 2012 was ` 10.8

lacs.

Mr. Anoop Sankar, aged 28 years, is the vice-president – ‘engineering’ of our Company. He holds a bachelors’ degree

in engineering (computer technology and engineering) from University of Kerala. He has over 10 years of hands-on

programming experience. He joined our Company in March 1, 2010. In our Company, he is responsible for business

analytics, engineering strategy, improving business understanding and translating the drive and vision of upper

management into usable and reliable products. The gross compensation paid to him during the Financial Year ended

March 31, 2012 was ` 9.3 lacs.

Mr. Lishoy Bhaskar, aged 28 years, is the senior vice president government business of our Company. He holds a

bachelors’ degree in engineering (electronics and communication engineering) from University of Kerala. He has over

three years of experience in liaising with the government and in implementation of M-Governance projects. He joined

our Company in March 6, 2009. In our Company, he is directly responsible for the revenues in our enterprise division.

Under his leadership, the ‘enterprise business’ division of our Company created a niche for itself in the M-Governance

space in the country. The government of Kerala entrusted our Company with the first comprehensive M-Governance

project in the country in 2009. The gross compensation paid to him during the Financial Year ended March 31, 2012

was ` 9.3 lacs.

Mr. Arun Ramakrishnan Nair, aged 39, is chief manager - finance, of our Company and leads the finance and accounts

functions. Arun has over eighteen years of experience in finance and accounts and has handled almost all the

functions in finance and accounts including secretarial compliances during his career and was also on the board of

various group entities during his previous employments. As chief manager finance, Arun has looked after the entire

day today finance and accounts functions including treasury activities of our Company over the past two years. He is

also involved in business planning such as budgeting, reporting and analysis. The gross compensation paid to him

during the Financial Year ended 2012 was ` 5.1 lacs.

Shareholding of the Key Management Personnel

Except as stated below none of the Key Management Personnel hold any Equity Shares:

S.No. Name of the Key Management Personnel Number of Equity Shares held

1. Mr. Vivek Steve Francis 1,93,275

2. Mr. Vishnu Gopal 38,400

3. Mr. Manu Joseph Scaria 38,400

4. Mr. Ashwin Ramachandran 38,400

5. Mr. Lishoy Bhaskar 38,400

6. Mr. Anoop Sankar 2,761

7. Mr. Arun Ramakrishnan Nair Nil

Bonus or profit sharing plan for our Key Management Personnel

We do not have a performance linked bonus or a profit sharing plan for our Directors and Key Managerial Personnel.

Interest of Key Management Personnel

None of the Key Managerial Personnel have any interest in our Company other than to the extent of the remuneration

or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred

by them during the ordinary course of business and to the extent of Equity Shares held by them in our Company.

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Changes in Key Management Personnel in the last three years

The changes in the Key Management Personnel during the last three years are as follows:

Name of Key Management Personnel Date of change/joining Reason

Mr. Vishnu Gopal December 1, 2010 Appointment

Mr. Anoop Sankar March 1, 2010 Appointment

Mr. Arun Ramakrishnan Nair March 21, 2011 Appointment

Payment or Benefit to officers of our Company

Except as stated otherwise in the Draft Red Herring Prospectus, or statutory payments made by our Company, no

amount or benefit has been paid, in the last two preceding years, or given or is intended to be paid or given to any of

our Company’s officers except remuneration for services rendered as Directors, officers or employees of our

Company.

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our

Company is entitled to any benefit upon termination of such officer’s employment in our Company. Contributions are

made by our Company towards provident fund, gratuity fund and employee state insurance.

Except as stated in the “Financial Statements–Unconsolidated Statement of long-term and short-term Loans and

Advances, as restated”, “Financial Statements –Unconsolidated Statement of Trade Receivables, as restated” on page

141 and 140, respectively of the Draft Red Herring Prospectus, none of the beneficiaries of loans and advances and

sundry debtors are related to our Company, the Directors or our Promoters.

Arrangements and understanding with major shareholders

None of our Key Managerial Personnel or Directors has been appointed pursuant to any arrangement or

understanding with our major shareholders, customers, suppliers or others.

- 100 -

OUR PROMOTERS AND GROUP ENTITIES

Our Promoters are Mr. Sanjay Vijayakumar, Mr. Sony Joy, Mr. Vivek Steve Francis and Mr. Jose Thomas Pattara.

As on date of the Draft Red Herring Prospectus, our Promoters hold, in aggregate, 1,472,546 Equity Shares,

representing 69.58% of the issued and paid-up equity share capital of our Company.


Mr.Sanjay Vijayakumar, aged 28 years, is an Executive and Non-Independent Director

of our Company. He is an Indian national.

For details of Mr. Sanjay Vijayakumar, see “Our Management” on page 88 of the Draft


Address: Sarovaram, KP-I/864, Convent Road, Muttada PO, Trivandrum, Kerala.

Passport number: F6491200

Voter ID number: HVX1970144

Driving license number : 1/4873/2002

Mr. Sony Joy

Mr.Sony Joy, aged 27 years, is an Executive and Non-Independent Director of our

Company. He is an Indian national.

For details of Mr. Sony Joy, see “Our Management” on page 88 of the Draft Red

Herring Prospectus.

Address: 9/347, IMA Lane, Mission Quarters, Thrissur, Kerala.

Passport number: E4359660

Voter ID number: LJL1824200

Driving license number: 8/2739/2004

Mr. Vivek Steve Francis

Mr.Vivek Steve Francis, aged 28 years. He is an Indian national.

For details of Mr. Vivek Steve Francis, see “Our Management” on page 88 of the Draft


Address: Annray, TC-13/620, Varambassery, Kunnukuzhi, P.O., Trivandrum.

Passport number: E8828813

Voter ID number: MKG1251636

Driving license number: 1/7591/2004

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Mr. Jose Thomas Pattara, aged 54 years, is a Non-Executive and Non-Independent

Director of our Company. He is an Indian national.

For details of Mr. Jose Thomas Pattara, see “Our Management” on page 88 of the


Address: Door No 423, Pattara Puthenveedu, Thanneermukom, South Muhamma PO,

Alappuzha - 688525

Passport number: H5184863

Voter ID number: KL/15/099/357528

Driving license number: A/2810/53

We confirm that the PAN, bank account number and passport number of our Promoters will be submitted to the Stock

Exchange, at the time of filing the Draft Red Herring Prospectus with the Stock Exchange.

Relationship amongst the Promoters

None of the Promoters are related to each other.

Change in the management and control

There has not been any change in the management or control of our Company.

Interests of our Promoters and Group Companies

Our Promoters are interested in our Company to the extent of their shareholding in our Company, any dividend

distribution which may be made by our Company in future. For details pertaining to our Promoters’ shareholding, see

“Capital Structure” on page 24 of the Draft Red Herring Prospectus. Further, some of our Promoters are Directors of

our Company and may be deemed to be interested to the extent of fees, if any, payable to them for attending

meetings of the Board or committee thereof as well as to the extent of other remuneration, reimbursement of

expenses payable to them under the Articles of Association. For further details see “Our Management” on page 88 of


Further, some of our Promoters are also directors on the boards, or are members, or are partners, of certain Promoter

Group Companies and firms and may be deemed to be interested to the extent of the payments made by our

Company, if any, to these Promoter Group Companies. For the payments that are made by our Company to certain

Group Companies, see “Related Party Transactions” on page 152 of the Draft Red Herring Prospectus.

Our Promoters, Promoter Groups and Group Companies confirm that they have no interest in any property acquired

by our Company, during the two years preceding the date of filing of the Draft Red Herring Prospectus or any property

proposed to be acquired by our Company or in any transaction in the acquisition of land, construction of building or

supply of machinery, except Bhagheeratha Residency, apartment No. - 7A, 41/3197-j, Banerji Road, Ernakulam, Kochi-

682018. For details, see “Our Business- Properties” at page 67 of the Draft Red Herring Prospectus.

None of our Promoters are interested as a member of a firm or company, and no sum has been paid or agreed to be

paid to our Promoters or to the firm or company in cash or shares or otherwise by any person either to induce any of

our Promoters to become, or to qualify such Promoters as, a director, or otherwise for services rendered by such

Promoters or by the firm or company, in connection with the promotion or formation of our Company.

- 102 -

Further, our Promoters who are also the Directors, employees and the directors of the Subsidiaries may be deemed to

be interested to the extent of fees, if any, payable to them for attending meetings of our Board or a committee

thereof as well as to the extent of other remuneration, reimbursement of expenses payable to them. For further

details see “Our Management” on page 88 of the Draft Red Herring Prospectus.

None of our Group Companies or Subsidiaries have or/and proposes to have business interests in our Company.

Except as disclosed in “Related Party Transaction” on page 152 of the Draft Red Herring Prospectus

Promoter Group

In addition to our Promoters, the following natural persons (being the immediate relatives of our Promoters), HUFs,

partnerships, companies and other entities shall form part of our Promoter Group:

a) Immediate Relatives of our Promoters

Name of our Promoter Name of the Relative Relationship with our Promoter

Mr. Sanjay Vijayakumar Nil Spouse

Mr. Chellappan Vijayakumar Father

Mrs. Leela B. Mother

Mr. Karthik Vijayakumar Brother

Nil Sister

Nil Son

Nil Daughter

Nil Father in law

Nil Mother in law

Nil Brother in law

Nil Sister in law


Mr. Sony Joy Nil Spouse

Mr. Joy Franco Father

Mrs. Geetha Joy Mother

Nil Brother

Sumi Lonney Sister

Nil Son

Nil Daughter

Nil Father in law

Nil Mother in law

Mr. Lonney Joy Brother in law

Nil Sister in law


Mr. Vivek Steve Francis Nil Spouse

Mr. Francis Roy Lean Father

Mrs. Aleyamma Roy Lean Mother

Mr. Vishak Issac Francis Brother

Ms. Sairah Lily Francis Sister

Nil Son

Nil Daughter

Nil Father in law

Nil Mother in law

Nil Brother in law

Nil Sister in law


- 103 -


Mr. Jose Thomas Pattara Mrs. Mercy Jose Pattara Spouse

Mr. Varghese P.T. Brother

Ms. Rani Thomas

Ms. Alice Thomas

Ms. Annie Antony

Ms. Tessy Jose

Sister

Mr. Thomas Jose Son

Ms. Ann Jose Daughter

Ms. Santhi Martin

Mr. KT Joseph Father in law

Mrs. Annakutty Joseph Mother in law

Mr. Tomy Joseph Brother in law

Mr. Jimmy Joseph

Mr. Santosh Joseph

Sister Celin Joseph Sister in law

Sister Anitha Joseph

Mrs. Valsamma Varghese

Companies, firms and HUFs forming part of our Promoter Group

The following companies form part of our Promoter Group:

1. Achu Realtors and Hospitality Private Limited

2. Airapuram Real Estates and Hospitality Private Limited

3. Al Awael Building Contracting Company L.L.C.

4. Andra Technology & Consulting LLP

5. Arva Investments Limited

6. Back to Nature Frames and Structure (India) Private Limited

7. Back to Nature Property Developers Private Limited

8. Back to Nature Tourism Management Private Limited

9. Bell Chit Funds


11. BTN Resorts and Hotels Private Limited


13. Chevron Builders & Realtors Private Limited

14. Chevron Mercantile Private Limited

15. Chettichira Real Estates and Hospitality Private Limited

16. Code Blue Technology Services Private Limited


18. East Venice Builders and Realtors Private Limited

19. East Venice Property Developers Private Limited

20. Elamakkara Realtors and Hospitality Private Limited

21. Gogreen Hospitality Solutions Private Limited

22. High Tide Farms & Properties Private Limited

23. Jayem Farms & Properties India Private Limited

24. Jayem Greenfields and Estates Private Limited

25. Joed Farms and Properties Private Limited

26. JTP Realtors and Hospitality Private Limited

27. Kayal Property Developers and Hospitality Private Limited

28. Kuttanad Property Developers and Hospitality Private Limited

29. Mekkalady Real Estates and Hospitality Private Limited


31. MobSHARE Mobile Systems India Private Limited

32. Morakkala Real Estates and Hospitality Private Limited

33. Muhamma Property Developers and Hospitality Private Limited

- 104 -

34. Muhamma Real Estates and Hospitality Private Limited

35. Nedungapra Realtors and Hospitality Private Limited

36. Odysseus Engineering Private Limited

37. Orange Net International General Trading LLC

38. Pattara Business Ventures Private Limited

39. Pattara Power Projects Private Limited

40. PEE CEE Real Estates and Hospitality Private Limited

41. PVT Realtors and Hospitality Private Limited

42. Q&R Warehousing and Logistics Private Limited


44. Red Splash Media Solutions Private Limited

45. Save Pharmacy (India) Private Limited

46. Senai Real Estates and Hospitality Private Limited

47. Startup Village Business Incubation Services LLP

48. Startup Village Business Management Services LLP

49. Torque Technology Solutions Private Limited

50. Vembanad Real Estates and Hospitality Private Limited



The following firms form part of our Promoter Group:

1. Bell Investments

2. Fatima Clinic

The following society form part of our Promoter Group

1. Indian Telecom Innovation Hub – Technology Business Incubator

GROUP COMPANIES

Companies forming part of Group Companies

Unless otherwise stated, none of the companies forming part of our Group Companies is a sick company under the

meaning of SICA and none of the companies are in the process of winding up. Further, all our Group Companies are

unlisted companies and they have not made any public issue of securities in the preceding three years.

Our Group Companies


2. MobSHARE Mobile Systems India Private Limited


4. Chettichira Real Estates and Hospitality Private Limited

5. Red Splash Media Solutions Private Limited

6. East Venice Property Developers Private Limited

7. East Venice Builders and Realtors Private Limited

8. Jayem Greenfields and Estates Private Limited

9. Q&R Warehousing and Logistics Private Limited

10. Morakkala Real Estates and Hospitality Private Limited

11. Airapuram Real Estates and Hospitality Private Limited

12. Mekkalady Real Estates and Hospitality Private Limited

13. Pattara Business Ventures Private Limited

14. Save Pharmacy (India) Private Limited

15. Torque Technology Solutions Private Limited

16. Odysseus Engineering Private Limited


- 105 -

18. Nedungapra Realtors and Hospitality Private Limited

19. Gogreen Hospitality Solutions Private Limited

20. JTP Realtors and Hospitality Private Limited

21. Kayal Property Developers and Hospitality Private Limited

22. Muhamma Real Estates and Hospitality Private Limited

23. Pattara Power Projects Private Limited

24. PEE CEE Real Estates and Hospitality Private Limited

25. PVT Realtors and Hospitality Private Limited

26. Senai Real Estates and Hospitality Private Limited

27. Vembanad Real Estates and Hospitality Private Limited

28. Kuttanad Property Developers and Hospitality Private Limited

29. Achu Realtors and Hospitality Private Limited

30. Elamakkara Realtors and Hospitality Private Limited

31. Code Blue Technology Services Private Limited

32. Jayem Farms & Properties India Private Limited


34. Joed Farms and Properties Private Limited

35. High Tide Farms & Properties Private Limited

36. Muhamma Property Developers and Hospitality Private Limited

37. Bell Chit Funds

38. Startup Village Business Management Services LLP



41. Andra Technology & Consulting LLP

42. Startup Village Business Incubation Services LLP


The details of our Group Companies are set forth below:

A. Top five Group Companies (based on turnover)

The details of our top five Group Companies (based on turnover) are provided below:

1. Canbo Electronics Private Limited (“Canbo”)

Canbo was incorporated on December 5, 2006 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of Canbo is at 41/3197-B, Bhagheeratha Residency, Banerji Road, Kochi –

682018. Canbo is engaged in the business of procuring and trading electronic goods.

Our Promoters are interested to the extent of their shareholding in Canbo. The details of Canbo’s shareholding

pattern as on the date of the Draft Red Herring Prospectus are as follows:

S.No. Name of the shareholder No. of shares held %

1. Mr. Jose Thomas Pattara 1,275 51

2. Mr. Santhosh Kumar K. 1,225 49

Total 2,500 100.00

Financial Information

The summary audited financial statements of Canbo for the last three Financial Years are as follows:

(in `)

Particulars For the Financial Year ended

March 31, 2010 March 31, 2011 March 31, 2012

Equity share capital (par value ` 1000 per equity share) 2,500,000 2,500,000 2,500,000

Reserves and surplus (excluding revaluation reserve if any) 9,169,864 8,392,100 7,065,197

Sales 103,531,826 79,553,146 30,728,604

- 106 -



Profit/(Loss) after tax 4,107,199 (777,764) (1,326,902.89)

Earnings per share (basic and diluted) 13,691 (311.11) (530.76)

Networth 11,669,864 10,892,100 9,565,197

Net asset value per share 4668 4356.8 3826.08

Canbo does not have any interest, including any business or other interest, in our Company. Further, it has no interest

in our promotion.

Canbo does not have any interest in any property acquired by our Company within the last two years from the date of

the Draft Red Herring Prospectus or proposed to be acquired by our Company.

2. MobSHARE Mobile Systems India Private Limited (“MobSHARE”)

MobSHARE was incorporated on June 2, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of MobSHARE is at 9/2053 Gopika Kochar Road, Sasthamangalam, P.O.

Trivandrum, Kerala – 695010. MobSHARE is engaged in the business of mobile media content aggregator, mobile

software marketing, mobile content sharing services and web solutions.

Our Promoters are interested to the extent of their shareholding in MobSHARE. The details of MobSHARE’s

shareholding pattern as on the date of the Draft Red Herring Prospectus are as follows:



2. Mr. Sanil Subash Chandra Bose 5,000 50.00

Total 10000 100.00


The summary audited financial statements of MobSHARE for the last three Financial Years are as follows:

(in `)




Reserves and surplus (excluding revaluation reserve if any) (9,25,558) (3,819,951) (2,444,458)

Sales - - 2,689,571

Profit/(Loss) after tax (9,19,656) (2,894,393) 1,375,493

Earnings per share (basic and diluted) (91.96) (289.44) 137.55

Networth (8,25,558) (3,719,951) (2,344,458)

Net asset value per share (82.6) (372) (234.46)

MobSHARE does not have any interest, including any business or other interest in our Company, except as disclosed in

the section titled “Related Party Transactions” on page 152 of the Draft Red Herring Prospectus. It has no interest in

our promotion.

MobSHARE does not have any interest in any property acquired by our Company within the last two years from the

date of the Draft Red Herring Prospectus or proposed to be acquired by our Company.

3. Bhagheeratha Builders Limited (“Bhagheeratha”)

Bhagheeratha was incorporated on December 14, 1989 under the provisions of the Companies Act, 1956 with the

Registrar of Companies, Kerala. The registered office of Bhagheeratha is at Bhagheeratha Residency, 4th

Floor, Banerji

Road, Ernakulam, Kerala, India, 682018. Bhagheeratha is engaged in the business of construction of commercial and

residential real estate projects.

- 107 -

Our Promoters are interested to the extent of their shareholding in Bhagheeratha. The details of Bhagheeratha’s


Sr. No. Name of the shareholder* No. of shares held %

1. Jose Thomas Pattara 26358 25.39

2. Mercy Jose Pattara 25553 24.61

3. Tisu Sunny 7182 6.92

4. Kuttanad Credit & Investments Private Limited. 12770 12.3

Total 71863 69.2

* Name of the Shareholders reflecting holds 5% or more share of the Company.


The summary audited financial statements of Bhagheeratha for the last three Financial Years are as follows:

(in `)

Particulars

For the Financial Year ended


Equity share capital (par value ` 100 per equity share) 10208000 10382200 10382200

Reserves and surplus (excluding revaluation reserve if any) 6832636 6751396 5582705

Sales 327640 614940 973578

Profit/(Loss) after tax (61414) (81240) (1168691)

Earnings per share (basic and diluted) (0.60) (0.78) (11.26)

Networth 11040636 17133596 15964905

Net asset value per share 106.34 165.03 153.78

Bhagheeratha does not have any interest, including any business or other interest, in our Company. Further, it has no

interest in our promotion.

Bhagheeratha does not have any interest in any property acquired by our Company within the last two years from the


3. Chettichira Real Estates and Hospitality Private Limited (“Chettichira”)

Chettichira was incorporated on May 6, 2008, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of Chettichira is at Pattara Puthenveedu, Muhamma P.O., Cherthala Thaluk,

Alleppey, Kerala – 688525. Chettichira is engaged in the business of real estate and tourism.

Our Promoters are interested to the extent of their shareholding in Chettichira. The details of Chettichira’s




2. Ms. Mercy Jose Pattara 5,000 50

Total 10,000 100.00


The summary audited financial statements of Chettichira for the last three Financial Years are as follows:

(in `)

Particulars



Equity share capital (par value ` 10 per equity share) 100,000 100,000 100,000

Reserves and surplus (excluding revaluation reserve if any) (79,594) (91,594) (102,594)

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Particulars



Sales 830,154 830,154 830,154

Profit/(Loss) after tax (13,524) (12,000) (11,000)


Networth 20,406 8,406 (2,594)

Net asset value per share 2.04 0.84 (0.26)

Chettichira does not have any interest, including any business or other interest, in our Company. Further, it has no


Chettichira does not have any interest in any property acquired by our Company within the last two years from the


4. Red Splash Media Solutions Private Limited (“Red Splash”)

Red Splash was incorporated on August 16, 2011 under the provisions of the Companies Act, 1956 with the Registrar

of Companies, Kerala. The registered office of Red Splash is at TC 26/1283 (8), 3M Centre, Panavila Ootukuzy Road,

GPO, Thiruvanthpuram, Kerala - 695001. Red Splash is engaged in the business of indoor and outdoor advertising.

Our Promoters are interested to the extent of their shareholding in Red Splash. The details of Red Splash’s

shareholding pattern, as on the date of the Draft Red Herring Prospectus are as follows:

Sr. No. Name of the shareholder No. of shares held %

1. Sanjay Vijayakumar 2200 22

2. Sony Joy 2200 22

3. Nimish Sasidhar 3400 34

4. Vivek Steve Francis 2200 22

Total 10,000 100.00


The summary audited financial statements of Red Splash for the last Financial Year is as follow:

(in `)

Particulars


March 31, 2012

Equity share capital par value `10 per equity share) 1,00,000

Reserves and surplus (excluding revaluation reserve if any) (29,502)

Sales 7,40,063

Profit/(Loss) after tax (29,502)

Earnings per share (basic and diluted) (2.95)

Networth 70,498

Net asset value per share 7.04

Red Splash does not have any interest, including any business or other interest, in our Company. Further, it has no


Red Splash does not have any interest in any property acquired by our Company within the last two years from the


B. Group Companies with negative net-worth:

The details of our Group Companies with negative net-worth are provided below:

1. MobSHARE Mobile Systems India Private Limited (“MobSHARE”)

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MobSHARE was incorporated on June 2, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of MobSHARE is at 9/2053 Gopika Kochar Road, Sasthamangalam, P.O.

Trivandrum, Kerala – 695010. MobSHARE is engaged in the business of mobile media content aggregator and mobile

software marketing and mobile content sharing services and web solutions.

Our Promoters are interested to the extent of their shareholding in MobSHARE. The details of MobSHARE’s




2. Mr. Sanil Subash Chandra Bose 5,000 50.00

Total 10,000 100.00


The summary audited financial statements of MobSHARE for the last three Financial Years are as follows:

(in `)




Reserves and surplus (excluding revaluation reserve if any) (9,25,558) (3,819,951) (2,444,458)

Sales - - 2,689,571

Profit/(Loss) after tax (9,19,656) (2,894,393) 1,375,493

Earnings per share (basic and diluted) (91.96) (289.44) 137.55

Networth (8,25,558) (3,719,951) (2,344,458)

Net asset value per share (82.56) (371.99) (234.44)

MobSHARE does not have any interest, including any business or other interest, in our Company, except as disclosed

in the section titled “Related Party Transactions” on page 152 of the Draft Red Herring Prospectus. It has no interest in

our promotion.

MobSHARE does not have any interest in any property acquired by our Company within the last two years from the


2. East Venice Property Developers Private Limited (“East Venice”)

East Venice was incorporated on May 12, 2006, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of East Venice is at Pattara Puthenveedu, Muhamma P.O., Cherthala Thaluk,

Alleppey, Kerala – 688525. East Venice is engaged in the business of real estate & tourism.

Our Promoters are interested to the extent of their shareholding in East Venice. The details of East Venice’s



1. Mr. Jose Thomas Pattara 50 50

2. Ms. Mercy Jose Pattara 50 50

Total 100 100.00


The summary audited financial statements of East Venice for the last three Financial Years are as follows:

(in `)



- 110 -





Sales - - -


Earnings per share (basic and diluted) (605) (768) (1156.53)

Networth (694,411) (771,195) (886,848)


East Venice does not have any interest, including any business or other interest, in our Company. Further, it has no


East Venice does not have any interest in any property acquired by our Company within the last two years from the


3. East Venice Builders and Realtors Private Limited (“East Venice Builders”)

East Venice Builders was incorporated on September 25, 2006, under the provisions of the Companies Act, 1956 with

the Registrar of Companies, Kerala. The registered office of East Venice Builders is at Door No. 356, Thannikkal,

Muhamma P.O., Alleppey, Kerala – 688525.East Venice Builders is engaged in the business of real estate and tourism.

Our Promoters are interested to the extent of their shareholding in East Venice Builders. The details of East Venice

Builders’ shareholding pattern as on the date of the Draft Red Herring Prospectus are as follows:



2. Mr. Jose Kuttan 50 50

Total 100 100.00


The summary audited financial statements of East Venice Builders for the last three Financial Years are as follows:

(in `)

Particulars





Sales 82,918 70,495 62,951


Earnings per share (basic and diluted) (1704) (2108.57) (1618.39)

Networth (168,800) (379,658) (541,497)

Net asset value per share (1688) (3796.58) (5414.97)

East Venice Builders does not have any interest, including any business or other interest, in our Company. Further, it

has no interest in our promotion.

East Venice Builders does not have any interest in any property acquired by our Company within the last two years

from the date of the Draft Red Herring Prospectus or proposed to be acquired by our Company.

4. Jayem Greenfields and Estates Private Limited (“Jayem Greenfields”)

Jayem Greenfields was incorporated on April 20, 2006, under the provisions of the Companies Act, 1956 with the

Registrar of Companies, Kerala. The registered office of Jayem Greenfields is at Pattara Puthenveedu, Muhamma P.O.,

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Cherthala Thaluk, Alleppey, Kerala – 688525. Jayem Greenfields is engaged in the business of planting, growing and

processing of rubber, tea, coffee, spices and other agricultural and forest products.

Our Promoters are interested to the extent of their shareholding in Jayem Greenfields. The details of Jayem

Greenfields’ shareholding pattern as on the date of the Draft Red Herring Prospectus are as follows:



2. Ms. Mercy Jose Pattara 50 50

Total 100 100.00


The summary audited financial statements of Jayem Greenfields for the last three Financial Years are as follows:

(in `)





Sales - - -


Earnings per share (basic and diluted) (448) (963) (179)

Networth (132,406) (36,138) (150,266)


Jayem Greenfields does not have any interest, including any business or other interest, in our Company. Further, it has

no interest in our promotion.

Jayem Greenfields does not have any interest in any property acquired by our Company within the last two years from

the date of the Draft Red Herring Prospectus or proposed to be acquired by our Company.

5. Q&R Warehousing and Logistics Private Limited (“Q&R Warehousing”)

Q&R Warehousing was initially incorporated as Vazhakkala Realtors and Hospitality Private Limited on May 12, 2008

and on March 03, 2011 the name was subsequently changed to Q&R Warehousing under the provisions of the

Companies Act, 1956 with the Registrar of Companies, Kerala. The registered office of Q&R Warehousing is at Pattara

Puthenveedu, Muhamma P.O., CherthalaThaluk, Alleppey, Kerala – 688525. Q&R Warehousing is engaged in the

business of building, constructing, repairing, maintaining and owning warehouses, godowns, storage places and

buildings and to give it on lease or rent or to sell the same. Q&R Warehousing also provides logistics services including

stocking, warehousing, bailing, kitting, packing, transportation and related activities .

Our Promoters are interested to the extent of their shareholding in Q & R Warehousing. The details of Q&R

Warehousing’s shareholding pattern as on the date of the Draft Red Herring Prospectus are as follows:




Total 10,000 100.00


The summary audited financial statements of Q&R Warehousing for the last three Financial Years are as follows:

(in `)

Particulars



- 112 -

Particulars





Sales - - -



Networth 24,906 3,406 (9,594)


Q&R Warehousing does not have any interest, including any business or other interest, in our Company. Further, it has

no interest in our promotion.

Q&R Warehousing does not have any interest in any property acquired by our Company within the last two years from

the date of the Draft Red Herring Prospectus or proposed to be acquired by our Company.

6. Morakkala Real Estates and Hospitality Private Limited (“Morakkala”)

Morakkala was incorporated on 21 May 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of Morakkala is at Pattara Puthenveedu, Muhamma P.O., Cherthala Thaluk,

Alleppey, Kerala – 688525. Morakkala is engaged in the business of real estate and tourism.

Our Promoters are interested to the extent of their shareholding in Morakkala. The details of Morakkala’s


S.No.. Name of the shareholder No. of shares held %



Total 10,000 100.00


The summary audited financial statements of Morakkala for the last three Financial Years are as follows:

(in `)





Sales - - -



Networth 24,906 9,906 (8,094)


Morakkala does not have any interest, including any business or other interest, in our Company. Further, it has no


Morakkala does not have any interest in any property acquired by our Company within the last two years from the


7. Airapuram Real Estates and Hospitality Private Limited (“Airapuram”)

Airapuram was incorporated on June 16, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of Airapuram is at Pattara Puthenveedu, Muhamma P.O., Cherthala Thaluk,

Alleppey, Kerala – 688525. Airapuram is engaged in the business of real estate and tourism.

- 113 -

Our Promoters are interested to the extent of their shareholding in Airapuram. The details of Airapuram’s




2. Mr. Mercy Jose Pattara 5,000 50

Total 10,000 100.00


The summary audited financial statements of Airapuram for the last three Financial Years are as follows:

(in `)





Sales - - -



Networth 25,406 3,221 (7,779)


Airapuram does not have any interest, including any business or other interest, in our Company. Further, it has no


Airapuram does not have any interest in any property acquired by our Company within the last two years from the


8. Mekkalady Real Estates and Hospitality Private Limited (“Mekkalady”)

Mekkalady was incorporated on May 21, 2008, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of Mekkalady is at Pattara Puthenveedu, Muhamma P.O., Cherthala Thaluk,

Alleppey, Kerala – 688525. Mekkalady is engaged in the business of real estate and tourism.

Our Promoters are interested to the extent of their shareholding in Mekkalady. The details of Mekkalady’s





Total 10,000 100.00


The summary audited financial statements of Mekkalady for the last three Financial Years are as follows:

(in`)

Particulars



Equity share capital (par value `10 per equity share) 100,000 100,000 100,000


Sales - - -



Networth 25,406 13,406 (4,794)

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Mekkalady does not have any interest, including any business or other interest, in our Company. Further, it has no


Mekkalady does not have any interest in any property acquired by our Company within the last two years from the


9. Chettichira Real Estates and Hospitality Private Limited (“Chettichira”)

Chettichira was incorporated on May 6, 2008, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. The registered office of Chettichira is at Pattara Puthenveedu, Muhamma P.O., Cherthala Thaluk,

Alleppey, Kerala – 688525. Chettichira is engaged in the business of real estate and tourism.

Our Promoters are interested to the extent of their shareholding in Chettichira. The details of Chettichira’s





Total 10,000 100.00


The summary audited financial statements of Chettichira for the last three Financial Years are as follows:

(in `)

Particulars





Sales 830,154 830,154 830,154



Networth 20,406 8,406 (2,594)


Chettichira does not have any interest, including any business or other interest, in our Company. Further, it has no


Chettichira does not have any interest in any property acquired by our Company within the last two years from the


C. Other Group Companies

The details of the rest of our Group Companies are provided below:

1. Pattara Business Ventures Private Limited (“Pattara Business Venture”)

Pattara Business Venture was incorporated on December 4, 2006 under the provisions of the Companies Act, 1956

with the Registrar of Companies, Kerala. Pattara Business Venture is engaged in the business of trading real estate and

property development.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Pattara Business Venture as on the date of


- 115 -

2. Save Pharmacy (India) Private Limited (“Save”)

Save was incorporated on July 15, 2009 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Karnataka. Save is engaged in the business to undertake manufacture, processing and retail trading of

drugs, medicines and chemicals.

Our Promoters hold 51% of the issued, subscribed and paid up capital of Save as on the date of the Draft Red Herring

Prospectus.

3. Torque Technology Solutions Private Limited (“Torque”)

Torque was incorporated on January 4, 2007 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Torque is engaged in the business of design development, sale, import and export of systems and

applications hardware/software either for own use or on behalf of manufacturers/vendors.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Torque as on the date of the Draft Red

Herring Prospectus.

4. Odysseus Engineering Private Limited (“Odysseus”)

Odysseus was incorporated on August 20, 2011 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Maharashtra. Odysseus is engaged in the business of Construction, building, operating, managing roads,

bridges, highways, ports, industrial and software parks, sewage and drainage systems, building and operating hotels

and resorts, generation and distribution of power.

Our Promoters hold 100% of the issued, subscribed and paid up capital of Odysseus as on the date of the Draft Red

Herring Prospectus.

5. Mobile Express Private Limited (“Mobile Express”)

Mobile Express was incorporated on September 06, 2012 under the provisions of the Companies Act, 1956 with the

Registrar of Companies, Kerala. Mobile Express is engaged in the business of acting as a Mobile Signature Service

Provider in the territory of India including development or licensing or import of all related technology.

Our Promoters hold 100% of the issued, subscribed and paid up capital of Mobile Express as on the date of the Draft


6. Nedungapra Realtors and Hospitality Private Limited (“Nedungapra”)

Nedungapra was incorporated on May 21, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Nedungapara is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Nedungapara as on the date of the Draft Red

Herring Prospectus.

7. Gogreen Hospitality Solutions Private Limited (“Gogreen”)

Gogreen was initially incorporated as Kottappady Property Developers and Hospitality Private Limited on May 12,

2008 and on June 15, 2011 the name was subsequently changed to Gogreen, under the provisions of the Companies

Act, 1956 with the Registrar of Companies, Kerala. Gogreen is engaged in the business of providing tour operator

services and provides travel, transport and accommodation services by running hotels, motels, restaurants, rest

places, home stay services and other related services in India and abroad.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Gogreen as on the date of the Draft Red

Herring Prospectus.

- 116 -

8. JTP Realtors and Hospitality Private Limited (“JTP Realtors”)

JTP Realtors was incorporated on February 5, 2012, under the provisions of the Companies Act, 1956 with the

Registrar of Companies, Kerala. JTP Realtors is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of JTP Realtors as on the date of the Draft Red

Herring Prospectus.

9. Kayal Property Developers and Hospitality Private Limited (“Kayal”)

Kayal was incorporated on March 10, 2008, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Kayal is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Kayal as on the date of the Draft Red Herring

Prospectus.

10. Muhamma Real Estates and Hospitality Private Limited (“Muhamma”)

Muhamma was incorporated on February 5, 2008, under the provisions of the Companies Act, 1956 with the Registrar

of Companies, Kerala. Muhamma is engaged in the business of real estate and tourism related activities.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Muhamma as on the date of the Draft Red

Herring Prospectus.

11. Pattara Power Projects Private Limited (“Pattara Power”)

Pattara Power was initially incorporated as Palachuvadu Real Estate and Hospitality Private Limited on May 12, 2008

and on June 25, 2012 the name was subsequently changed to Pattara Power under the provisons of the Companies

Act 1956 with the Registrar of Companies, Kerala.Pattara Power is engaged in the business of production, sale and

distribution of renewal energy.

Our Promoters hold 64% of the issued, subscribed and paid up capital Pattara Power as on the date of the Draft Red

Herring Prospectus.

12. PEE CEE Real Estates and Hospitality Private Limited (“PEE CEE”)

PEE CEE was incorporated on March 10, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. PEE CEE is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of PEE CEE as on the date of the Draft Red

Herring Prospectus.

13. PVT Realtors and Hospitality Private Limited (“PVT”)

PVT was incorporated on March 10, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. PVT is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of PVT as on the date of the Draft Red Herring

Prospectus.

14. Senai Real Estates and Hospitality Private Limited (“Senai”)

Senai was incorporated on March 10, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Senai is engaged in the business of real estate and tourism.

- 117 -

Our Promoters hold 50% of the issued, subscribed and paid up capital of Senai as on the date of the Draft Red Herring

Prospectus.

15. Vembanad Real Estates and Hospitality Private Limited (“Vembanad”)

Vembanad was incorporated on February 5, 2008 under the provisions of the Companies Act, 1956 with the Registrar

of Companies, Kerala. Vembanad is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Vembanad as on the date of the Draft Red

Herring Prospectus.

16. Kuttanad Property Developers and Hospitality Private Limited (“Kuttanad”)

Kuttanad was incorporated on March 10, 2008, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Kuttanad is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Kuttanad as on the date of the Draft Red

Herring Prospectus.

17. Achu Realtors and Hospitality Private Limited (“Achu”)

Achu was incorporated on February 6, 2008 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Achu is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Achu as on the date of the Draft Red Herring

Prospectus.

18. Elamakkara Realtors and Hospitality Private Limited (“Elamakkara”)

Elamakkara was incorporated on May 6, 2008, under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Elamakkara is engaged in the business of real estate and tourism.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Elamakkara as on the date of the Draft Red

Herring Prospectus.

19. Code Blue Technology Services Private Limited (“Code Blue”)

Code Blue was incorporated on June 30, 2011 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Code Blue is engaged in the business of developing software platforms, providing telecom

solutions, digital marketing and branding solutions and call centre management.

Our Promoters hold 20% of the issued, subscribed and paid up capital of Code Blue as on the date of the Draft Red

Herring Prospectus.

20. Jayem Farms & Properties India Private Limited(“Jayem Farm”)

Jayem Farm was incorporated on December 23, 2005, under the provisions of the Companies Act, 1956 with the

Registrar of Companies, Kerala. Jayem Farm is engaged in the business of farming and processing of rubber, tea,

coffee and spices.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Jayem Farm as on the date of the Draft Red

Herring Prospectus.

21. Rajshri Hospitalities Private Limited (“Rajshri”)

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Rajshri was incorporated on June 28, 2000 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Rajshri is engaged in the business of setting up and maintaining hotels, resorts and other

hospitality projects.

Our Promoters hold 25% of the issued, subscribed and paid up capital of Rajshri as on the date of the Draft Red

Herring Prospectus.

22. Joed Farms and Properties Private Limited (“Joed”)

Joed was incorporated on November 14, 2005 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. Joed is engaged in the business of farming and to purchase, take on lease, let on hire or otherwise

set up, provide, develop farms and properties or to sell, exchange or deal in such farms and properties.

Our Promoters hold 50% of the issued, subscribed and paid up capital of Joed as on the date of the Draft Red Herring

Prospectus.

23. High Tide Farms & Properties Private Limited (“High Tide”)

High Tide was incorporated on January 16, 2006 under the provisions of the Companies Act, 1956 with the Registrar of

Companies, Kerala. High Tide is engaged in the business of of all kinds of farming and to purchase, take on lease, let on

hire or otherwise set up, provide, develop farms and properties.

Our Promoters hold 50% of the issued, subscribed and paid up capital of High Tide as on the date of the Draft Red

Herring Prospectus.

24. Muhamma Property Developers and Hospitality Private Limited (“Muhamma Property Developers”)

Muhamma Property Developers was incorporated on March 10, 2008 under the provisions of the Companies Act,

1956 with the Registrar of Companies, Kerala and Lakshadweep. Muhamma Property Developers is engaged in the

business of establishing hotels, resorts, restaurants, motels, holiday camps and to purchase, hire or lease yachts, ships

or cruise vessels.

Our Promoters hold 50% of the issued, subscribed and paid up capital ofMuhamma Property Developers as on the

date of the Draft Red Herring Prospectus.

25. Bell Chit Funds

Bell Chit Funds is a partnership firm formed in the year 1993 under the povisons of Indian Partnership Act, 1932. Bell

Chit Funds is engaged in the activities of chitties.

Our Promoters hold 50% of the capital of Bell Chit Funds as on the date of the Draft Red Herring Prospectus.

26. Startup Village Business Management Services LLP (“Startup Village Business Management”)

Startup Village Business Management was registered as an LLP on August 09, 2012 bearing LLP identification number

AAB-0586, under the provisions of Limited Liability Partnership Act, 2008 with the Registrar of Companies, Kerala.

Startup Village Business Management is engaged in the business of providing management services to business

incubators and incubatee units including but not limited to logistics, accounting services, business support services

and so on.

Our Promoters hold 100% capital of Startup Village Business Management as on the date of the Draft Red Herring

Prospectus.

27. Evangelia Consulting LLP (“Evangelia”)

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Evangelia was registered as an LLP on August 13, 2012 bearing LLP identification number AAB-0938, under the

provisions of Limited Liability Partnership Act, 2008 with the Registrar of Companies, Kerala. Evangelia is engaged in

the business of undertaking on its own or in association with any Indian or foreign agency, individuals, firms,

companies or Governments either in India or abroad activities such as electronic information technology

development, upgradation, manufacturing, processing and upgradation of hardware, software, website, webpage,

internet, e-mail, online electronic communication systems, data processing, manufacturing and dealing in all types of

computer hardware and software development centers and training centers.

Our Promoters hold 66% capital of Evangelia as on the date of the Draft Red Herring Prospectus.

28. 4TRANZ4 Consulting LLP (“4TRANZ4”)

4TRANZ4 was registered as an LLP on August 17, 2012 bearing LLP identification number AAB-0716, under the

provisions of Limited Liability Partnership Act, 2008 with the Registrar of Companies, Kerala. 4TRANZ4 is engaged in

the business of consulting, sourcing, buying, selling, stocking, trading, servicing, importing and exporting of health

related and allied products, infrastructure, equipment, pharmaceuticals, software and services.

Our Promoters hold 100% capital of 4TRANZ4 as on the date of the Draft Red Herring Prospectus.

29. Andra Technology & Consulting LLP (“Andra Technology”)

Andra Technology was registered as an LLP on August 03, 2012 bearing LLP identification number AAB-0506, under

the provisions of Limited Liability Partnership Act, 2008 with the Registrar of Companies, Kerala. Andra Technology is

engaged in the business of undertaking on its own or in association with any Indian or foreign agency, individuals,

firms, companies or Government activities such as electronic information technology development, upgradation,

manufacturing, processing and upgradation of hardware, software, website, webpage, internet, e-mail, online

electronic communication systems, data processing and to run and operate computer hardware and software

development services.

Our Promoters hold 60% capital of Andra Technology as on the date of the Draft Red Herring Prospectus.

30. Startup Village Business Incubation Services LLP (“Startup Village Business Incubation”)

Startup Village Business Incubation was registered as an LLP on March 06, 2012 bearing LLP identification number

AAA-8248, under the provisions of Limited Liability Partnership Act, 2008 with the Registrar of Companies, Kerala.

Startup Village Business Incubation is engaged in the business of ensuring the prominence and originality of the brand

“Startup Village”, timely registration of the brand whether inside or outside India, right employment of the brand

according to law and reasonable investment for advertisement and the inviolable patent rights of the brand.

Our Promoters hold 100% capital of Startup Village Business Incubation as on the date of the Draft Red Herring

Prospectus.

31. ZeroGravity Technologies LLP (“ZeroGravity”)

ZeroGravity was registered as an LLP on February 28, 2012 bearing LLP identification number AAA-8146, under the

provisions of Limited Liability Partnership Act, 2008 with the Registrar of Companies, Kerala. ZeroGravity is engaged in

the business of design and development of mobile applications, designing of brand identity, printing designs,

production of animation videos, software development, web development, support solutions, design solutions,

software sales, user interface designing, design consulting and branding consulting.

Our Promoters hold 50% capital of ZeroGravity as on the date of the Draft Red Herring Prospectus.

Loss making Group Companies:

The following table sets forth the details of our Group Companies which have incurred loss in the last three Financial

Years:

- 120 -

(in `)

Sno. Name of the company

For the Financial Year ended,

March 31,

2010

March 31,

2011

March 31,

2012

1. Achu Realtors and Hospitality Private Limited (14,524) (12,000) (11,000)

2. Airapuram Real Estates and Hospitality Private Limited (8,524) (22,185) (11,000)

3. Bell Chit Funds 56,000 13,000 (1,20,000)

4. Bhagheeratha Builders Limited (61,414) (81,240) (1,168,691)

5. Canbo Electronics Private Limited 4,107,199 (777,764) (1,326,903)

6. Chettichira Real Estates and Hospitality Private Limited (13,524) (12,000) (11,000)

7. East Venice Builders and Realtors Private Limited (170,370) (210,857) (161,839)

8. East Venice Property Developers Private Limited (60,580) (76,784) (115,653)

9. Elamakkara Realtors and Hospitality Private Limited (9,024) (12,000) (11,500)

10. Gogreen Hospitality Solutions Private Limited (9,024) (12,000) (11,000)

11. Jayem Farms & Properties India Private Limited - (53,150) (15,100)

12. Jayem Greenfields and Estates Private Limited (136,138) (232,406) (250,266)

13. JTP Realtors and Hospitality Private Limited (14,524) (12,000) (11,000)

14. Kayal Property Developers and Hospitality Private Limited (13,524) (12,000) (11,000)

15. Kuttanad Property Developers and Hospitality Private

Limited (13,524) (12,000) (11,000)

16. Mekkalady Real Estates and Hospitality Private Limited (8,524) (12,000) (18,200)

17. MobSHARE Mobile Systems India Private Limited (9,19,656) (2,894,393) 1,375,493

18. Morakkala Real Estates and Hospitality Private Limited (9,024) (15,000) (18,000)

19. Muhamma Property Developers and Hospitality Private

Limited (13,524) (12,000) (11,000)

20. Muhamma Real Estates and Hospitality Private Limited (14,524) (12,000) (11,000)

21. Nedungapra Realtors and Hospitality Private Limited (8,524) (12,000) (11,000)

22. Odysseus Engineering Private Limited - - (28,360)

23. Pattara Business Ventures Private Limited (35,745) (58,296) (18,139)

24. Pattara Power Projects Private Limited (9,024) (11,500) (11,000)

25. PEE CEE Real Estates and Hospitality Private Limited (13,524) (12,000) (11,000)

26. PVT Realtors and Hospitality Private Limited (13,524) (12,000) (11,000)

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Sno. Name of the company

For the Financial Year ended,

March 31,

2010

March 31,

2011

March 31,

2012

27. Q&R Warehousing and Logistics Private Limited (9,024) (21,500) (13,000)

28. Rajshri Hospitalities Private Limited (2,875) (123,964) (55,100)

29. Red Splash Media Solutions Private Limited - - (29,502)

30. Save Pharmacy (India) Private Limited (39,000) (4,000) (3,500)

31. Senai Real Estates and Hospitality Private Limited (13,524) (12,000) (11,000)

32. Torque Technology Solutions Private Limited (30,887) (29,107) (35,676)

33. Vembanad Real Estates and Hospitality Private Limited (14,524) (12,000) (11,000)

Nature and extent of interest of Group Companies in the Promotion of our Company

None of our Group Companies have any interest in the promotion of our Company.

Payment or Benefits to Promoters and Group Companies

Except as stated above under “Interests of our Promoters and Group Companies” and “Financial Statements –

Annexure XIV – Related Party Transactions” on pages 101 and 152 of the Draft Red Herring Prospectus, respectively,

there has been no payment of benefits to our Promoters and Group Companies during the Financial Year 2012 and

2011.

Other Confirmations

Further, our Promoters and Group Companies have confirmed that they have not been debarred from accessing the

capital markets by SEBI. Our Promoters have also confirmed that they have not been declared as willful defaulters by

the RBI or any other government authority and there are no violations of securities laws (in India or overseas)

committed by our Promoters and Group Companies in the past or are pending against them.

Common Pursuits

None of our Group Companies are engaged in any activities similar to those conducted by us, except Mobile Express

Private Limited and MobSHARE Mobile Systems India Private Limited. As and when such conflict may arise, we will

examine viable solutions as per applicable law and as determined by our Board.

Sick or Defunct Companies

None of the companies forming part of our Group Companies have become sick companies within the meaning of Sick

Industrial Companies (Special Provisions) Act, 1985 and none of them is under winding up.

Additionally, none of our Group Companies have become defunct in the five years preceding the date of filing of the

Draft Red Herring Prospectus and no application has been made, in respect of any of the Group Companies, to the

relevant Registrar of Companies for striking off their names except the following.

S.No. Name of the Company Date Pending Litigations

1. Green Leaf Food Company Private Limited August 29, 2010* Nil

2. Zeuss Home Foodz Private Limited. April 1, 2011** Nil

*date of application

**date on which it is struck off

- 122 -

Litigation

For details relating to legal proceedings involving our Promoters and Group Companies, see “Outstanding Litigation

and Material Developments” on page 225 of the Draft Red Herring Prospectus.

Related party transactions

For details of related party transactions, see “Financial Statements– Related Party Transactions” on page 152 of the


Public issue or rights issue

None of our Group Companies has made any public or rights issue in the last three years preceding the date of filing

the Draft Red Herring Prospectus. Further, none of our Group Companies are listed on any stock exchanges.

Companies with which our Promoters have disassociated in the last three years

Our Promoters have disassociated with following companies in the last three years preceding the date of the Draft

Red Herring Prospectus. The details of disassociation are as follows:

Name of Company Relationship Date of

Disassociation

Reason for and circumstances

leading to Disassociation

Green Leaf Food Company

Private Limited Promoter/Shareholder May 19, 2011 Dissolution of the entity

Backwater Media Private

Limited Managing Director November 14, 2012 Cessation as director

Firms with which our Promoters have disassociated in the last three years

Our Promoters have not disassociated with any of the firms in the last three years.

- 123 -

DIVIDEND POLICY

The declaration and payment of dividends, if any, will be recommended by our Board of Directors and approved by

our shareholders at their discretion, subject to the provision of the Articles of Association and the Companies Act. The

dividends, if any, will depend on a number of factors, including but not limited to the earnings, capital requirements

and overall financial position of our Company. In addition, our ability to pay dividends may be impacted by a number

of other factors, including, restrictive covenants under the loan or financing documents we may enter into from time

to time. For further details on restrictive covenants, see “Financial Indebtedness” on page 195 of the Draft Red Herring

Prospectus. Our Company has no formal dividend policy. Our Board may also, from time to time, pay interim

dividends.

Our Company has not declared any dividends during the last five Financial years.

- 124 -

SECTION V – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Details Page Number

Unconsolidated Restated Financial Statements for period ended September 30, 2012 and years

ended March 31 2012, 2011, 2010, 2009 and 2008 125

Consolidated Restated Financial Statements for period ended September 30, 2012 and years ended

March 31 2012, 2011, 2010, 2009 and 2008 160

- 125 -

RESTATED UNCONSOLIDATED FINANCIAL INFORMATION



41/3197, 4th

floor

Bhageeratha Square

Kacheripady, Cochin North

Ernakulam 682 018

India

Dear Sirs

We have examined the attached restated unconsolidated statement of assets and liabilities as at

30 September 2012, 31 March 2012, 2011, 2010, 2009, 2008 and restated statement of profit and loss and cash flows

for the six months ended 30 September 2012 , for years ended 31 March 2012, 2011, 2010, 2009 and the period from

12 December 2006 to 31 March 2008 of MobME Wireless Solutions Limited (“the Company”) as approved by the

Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II to the

Companies Act, 1956, as amended ('the Act') and the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009, as amended (the ‘SEBI Regulations’), the Guidance note on “Reports in

Company’s Prospectus (Revised)” issued by the Institute of Chartered Accountants of India (‘ICAI’), to the extent

applicable (‘Guidance Note’) and in terms of our engagement agreed upon with you in accordance with our

engagement letter dated October 25, 2012 in connection with the proposed issue of Equity Shares of the Company.

The restated unconsolidated financial information has been compiled by the management from:

a) the audited unconsolidated financial statements of the Company for the year ended 31 March 2012 and for

the six months period ended 30 September 2012 which have been audited by us; and

b) the audited unconsolidated financial statements of the Company for the year ended 31 March 2011, 2010,

2009 and 2008 which have been audited by the Company’s previous auditor R. Vinod Kumar & Associates,

and whose auditors’ reports have been relied upon by us for the said years;

In accordance with the requirements of Paragraph B, Part II of Schedule II to the Act, the SEBI Regulations and terms

of our engagement agreed with you, we further report that:

a) The Restated unconsolidated Summary Statement of Assets and Liabilities as at 31 March 2008, 2009, 2010,

2011, 2012 and 30 September 2012, examined by us, as set out in Annexure I to this report read with the

significant accounting policies in Annexure IV (1) are after making such adjustments and regrouping as in our

opinion were appropriate and more fully described in the Notes to the Restated Unconsolidated Financial

Statements enclosed as Annexure IV (2) and (3) to this report.

b) The restated summary statement of profit and losses of the Company for the period ended

31 March 2008; for the Financial year from 12 December 2006 to 31 March 2009, 2010, 2011, 2012 and for

the six months period ended 30 September 2012 are as set out in Annexures II to this report read with the

significant accounting policies in Annexure IV (1) are after making such adjustments and regrouping as in our

opinion were appropriate and more fully described in the Notes to the Restated Unconsolidated Financial

Information enclosed as Annexure IV (2) and (3) to this report.

1 Based on the above and reliance placed by us on the financial statements audited by the previous auditors R.

Vinod Kumar & Associates, we are of the opinion that the Restated Unconsolidated Financial Statements have

been made after incorporating:

- 126 -

i) adjustments for the changes in accounting policies retrospectively in respective Financial years / period

to reflect the same accounting treatment as per the changed accounting policy for all the reporting

periods;

ii) adjustments for prior period and other material amounts in the respective Financial years / period to

which they relate; and

iii) there are no extra-ordinary items that need to be disclosed separately in the Restated Unconsolidated

Financial Information and no qualifications requiring adjustments.

2 We have also examined the following Restated Unconsolidated Financial Information as set out in the Annexures

prepared by the management and approved by the Board of Directors relating to the Company for the period

from 12 December 2006 to 31 March 2008 and Financial years ended 31 March 2009, 2010, 2011, 2012 and for

the six months period ended 30 September 2012.

i) Unconsolidated statement of cash flows, as restated, included in Annexure III

ii) Unconsolidated details of current and non-current investments, as restated, included in Annexure V

iii) Unconsolidated statement of trade receivables, as restated, included in Annexure VI

iv) Unconsolidated long-term and short-term loans and advances and other non-current and current assets, as

restated, included in Annexure VII

v) Unconsolidated statement of long-term and short-term borrowings, as restated, included in Annexure VIII

vi) Unconsolidated statement of current and non-current liabilities and long term and short term provisions, as

restated, included in Annexure IX

vii) Unconsolidated statement of share capital, as restated, included in Annexure X

viii) Unconsolidated statement of reserves and surplus, as restated, included in Annexure XI

ix) Unconsolidated details of other income, as restated, included in Annexure XII

x) Unconsolidated statement of dividends paid, included in Annexure XIII

xi) Unconsolidated statement containing details of related party transactions and balances outstanding with

related parties included in Annexure XIV

xii) Capitalization statement as at 30 September 2012 included in Annexure XV

xiii) Unconsolidated statement of accounting ratios, as restated, included in Annexure XVI

xiv) Unconsolidated statement of other expenses, as restated, included in Annexure XVII

xv) Unconsolidated statement of tax shelter included in Annexure XVIII

3 The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports

issued by us.

4 We have no responsibility to update our report for events and circumstances occurring after the date of the

report.

- 127 -

5 In our opinion, the above unconsolidated financial information contained in Annexures I to XVIII of this report

read along with the significant accounting policies (Refer Annexure IV (1)) and Notes to the Restated

Unconsolidated Summary Statements (Refer Annexure IV (2) and IV (3)) are prepared after making adjustments

and regrouping as considered appropriate and have been prepared in accordance with Paragraph B, Part II of

Schedule II of the Act and the SEBI Regulations.

Our report is intended solely for use of the management and for inclusion in the offer document in connection with

the proposed issue of Equity Shares of the Company. Our report should not be used, referred to or distributed for any

other purpose except with our consent in writing.

for Sivaprasad & Associates


Registration No: 007619S

R Suja Sathish

Partner

Membership No.: 212089

Place: Kollam


- 128 -

Annexure I

Unconsolidated statement of assets and liabilities, as restated

(All amounts are in Indian rupees lakhs, except share data and where otherwise stated)

Particulars


30

September

2012 2008 2009 2010 2011 2012

Non-current assets

Fixed assets

Tangible assets 33.94 43.34 69.14 170.01 254.96 306.27

Intangible assets 0.70 8.14 20.01 13.02 9.62 8.30

Deferred tax asset, net - 0.01 - - - -

Non-current investments - - - - 100.80 120.80

Long-term loans and advances 1.48 5.50 17.93 48.44 93.08 101.47

Other non-current assets - 1.06 5.99 21.82 19.09 21.09

Total 36.12 58.05 113.07 253.29 477.55 557.93

Current assets

Current investments - - - 44.95 - -

Trade receivables 14.09 49.86 153.76 545.21 729.94 814.46

Cash and bank balances 27.11 33.66 72.94 236.07 295.96 304.70

Short-term loans and advances 10.35 14.10 14.38 51.62 348.71 368.36

Other current assets - - - 167.45 207.11 209.61

Total 51.55 97.62 241.08 1,045.30 1,581.72 1,697.13


Long-term borrowings - - 3.41 2.00 186.72 205.50

Deferred tax liability, net 1.46 - 3.59 73.55 62.70 5.73

Long-term provisions 0.37 0.74 1.93 7.17 12.53 14.93

Total 1.83 0.74 8.93 82.72 261.95 226.16

Current liabilities

Short-term borrowings - - - - 30.00 30.00

Trade payables 0.36 3.27 35.57 83.61 141.54 98.17

Other current liabilities 11.43 26.07 50.41 162.33 119.13 110.25

Short-term provisions 1.16 0.76 - 23.02 - -

Total 12.95 30.10 85.98 268.96 290.67 238.42

Net worth 72.89 124.83 259.24 946.91 1,506.65 1,790.48


Share capital 122.96 136.11 144.91 160.00 160.00 200.00

Share application money pending allotment 40.00 15.00 64.00 - - -

Reserves and surplus (90.07) (26.28) 50.33 786.91 1,346.65 1,590.48

Net worth 72.89 124.83 259.24 946.91 1,506.65 1,790.48


statements and the significant accounting policies as appearing in Annexure IV.

- 129 -

Annexure II

Unconsolidated statement of profit and loss, as restated


Particulars

For the period from

12 December 2006

to 31 March 2008


For the period

from

1 April 2012 to

30 September

2012 2009 2010 2011 2012

Income

Income from services 34.24 133.36 373.39 1,932.75 2,252.87 1,049.74

Other income 0.41 0.07 0.50 2.44 57.22 1.37

Total 34.65 133.43 373.89 1,935.19 2,310.09 1,051.11

Expenditure

Employee benefits 70.83 53.10 116.25 364.89 711.55 411.55

Other expenses 55.73 71.89 140.93 536.28 752.91 306.54

Finance charges 0.13 0.52 0.16 5.78 5.13 7.00


Total 138.03 137.41 283.21 944.37 1,531.82 777.82

Net profit before tax (103.38) (3.98) 90.68 990.82 778.27 273.29


Current tax / minimum

alternate tax - - (10.47) (245.08) (229.38) (116.30)

Fringe benefit tax (1.23) (0.76) - - - -

Deferred tax (charge) /

benefit (1.46) 1.47 (3.60) (69.96) 10.85 56.97

Total provision for tax (2.69) 0.71 (14.07) (315.04) (218.53) (59.33)


restated (106.07) (3.27) 76.61 675.78 559.74 213.96

Note 1: The above statement should be necessarily read with the notes to the restated unconsolidated summary


- 130 -

Annexure III

Unconsolidated statement of cash flows, as restated


Particulars

For the period

from

12 December

2006

to 31 March

2008


For the period from

1 April 2012 to

30 September 2012 2009 2010 2011 2012

Cash flows from operating

activities

Net profit/(loss) before tax,

as restated (103.38) (3.98) 90.68 990.82 778.27 273.29

Adjustments for:


Finance charges 0.13 0.52 0.16 5.78 5.13 7.00

Interest income 0.00 (0.06) (0.24) (2.44) (12.75) (1.37)

Provision for bad and

doubtful debts 0.00 0.00 0.00 0.00 0.00 27.09

Profit on sale of investments 0.00 0.00 0.00 0.00 (44.05) 0.00

Profit on sale of fixed assets 0.00 0.00 0.00 0.00 (0.18) 0.00

Operating cash flows before

working capital changes (91.91) 8.38 116.47 1,031.58 788.65 358.74

Decrease / (increase) in trade

receivables (14.09) (35.77) (103.90) (391.45) (184.73) (111.61)

Decrease / (increase) in loans

and advances and other

current assets

(10.40) (4.87) (7.59) (266.47) (369.44) (19.99)

Increase /(decrease) in

liabilities and provisions 12.16 17.92 56.57 165.06 15.64 (54.03)

Cash generated from / (used

in) operating activities before

taxes

(104.24) (14.34) 61.55 538.72 250.12 173.11

Income taxes paid (1.50) (5.06) (21.04) (206.92) (261.62) (128.85)


(used in) operating activities

[A]

(105.74) (19.40) 40.51 331.80 (11.50) 44.26

Cash flows from investing

activities Purchase of fixed assets (45.98) (29.06) (63.54) (131.31) (145.49) (102.73)

Proceeds from sale of fixed

assets 0.00 0.32 0.00 0.00 1.90 0.00

Purchase of investments 0.00 0.00 0.00 (44.95) (100.80) (20.00)

Sale of investments 0.00 0.00 0.00 0.00 89.00 0.00

Interest received 0.00 0.00 0.00 2.74 12.75 1.37

Net cash used in investing

activities [B] (45.98) (28.74) (63.54) (173.52) (142.64) (121.36)

Cash flows from financing

activities: Proceeds from issue of share

capital 178.96 55.21 57.80 11.89 0.00 69.87

Proceeds from secured loans,

net 0.00 0.00 4.67 (1.26) 216.01 18.43

- 131 -

Particulars

For the period

from

12 December

2006

to 31 March

2008


For the period from

1 April 2012 to

30 September 2012 2009 2010 2011 2012

Interest paid (0.13) (0.52) (0.16) (5.78) (1.98) (2.46)


(used in) financing activities

[C]

178.83 54.69 62.31 4.85 214.03 85.84

Net increase / (decrease) in

cash and cash equivalents

[A+B+C]

27.11 6.55 39.28 163.13 59.89 8.74


the beginning of the year /

period

0.00 27.11 33.66 72.94 236.07 295.96


the end of the year / period 27.11 33.66 72.94 236.07 295.96 304.70

Components of cash and

cash equivalents Cash in hand 0.04 0.06 0.06 0.03 0.01 0.01


in current accounts 27.07 32.00 70.28 67.71 120.09 204.14

in deposit accounts - 1.60 2.60 168.33 175.86 100.55

27.11 33.66 72.94 236.07 295.96 304.70

Note:

1. The cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3 on Cash Flow

Statements as prescribed by the Companies (Accounting Standards) Rules, 2006.

2. The above statement should be necessarily read with the notes to the restated unconsolidated summary statements and the

significant accounting policies as appearing in Annexure IV.

- 132 -

Annexure IV

1. Significant accounting policies

1.1 Background

MobME Wireless Solutions Limited (‘the Company’) was incorporated on 12 December 2006 as a private limited

company. The registered office of the Company is located at Trivandrum, Kerala, India. The Company has been

converted into a public limited company on 10 December 2012. The Company is primarily engaged in the business of

providing value added services for mobile phone network operators and enterprise solutions to various corporate and

governmental agencies.

The restated financial statements relate to the Company and have been specifically prepared for inclusion in the

document to be filed by the Company with the Securities and Exchange Board of India (“SEBI”) and Stock Exchanges’

in connection with its proposed Initial Public Offering. The restated financial statements consist of the restated

summary statement of assets and liabilities of the Company as at 31 March 2008, 2009, 2010, 2011, 2012 and 30

September 2012, the related restated summary statement of profit and loss for the period ended 31 March 2008, for

the years ended 31 March 2009, 2010, 2011, 2012 and the six months period from 1 April 2012 to 30 September 2012

and the related restated summary statement of cash flow for the period ended 31 March 2008, for the years ended 31

March 2009, 2010, 2011, 2012 and for the six months period from 1 April 2012 to 30 September 2012 (these restated

financial statements hereinafter are collectively referred to as “Restated Summary Statements”).

The Restated Summary Statements have been prepared to comply in all material respects with the requirements of

Schedule II to the Companies Act, 1956 (the “Act”) and the Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations,2009 (the “SEBI Regulations”) notified by SEBI on August 26, 2009, as

amended from time to time. The Act and the SEBI Regulations require the information in respect of the assets and

liabilities and profits and losses of the Company for each of the five years / periods immediately preceding the issue of

the Prospectus.

1.2 Basis for preparation

The Restated Summary Statements have been prepared in accordance with generally accepted accounting principles

in India and presented under the historical cost convention, on the accrual basis of accounting and comply with the

mandatory Accounting Standards prescribed in the Companies (Accounting Standard) Rules 2006 and other

pronouncements of the Institute of Chartered Accountants of India (“ICAI”). The Restated Summary Statements are

presented in Indian rupees.

1.3 Use of estimates

The preparation of Restated Summary Statements in conformity with generally accepted accounting principles in India

(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and the disclosure of contingent liabilities on the date of the financial statements and the results of

operations during the reporting year end. Actual results could differ from those estimates. Any revision to accounting

estimates is recognised prospectively in current and future periods.

1.4 Tangible and intangible fixed assets

Fixed assets are carried at cost of acquisition or construction less accumulated depreciation and provision for

impairment, if any. Cost comprises the purchase price and includes freight, duties, taxes and any attributable cost of

bringing the asset to its working condition for its intended use. Borrowing costs directly attributable to acquisition or

construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended

use are also included to the extent they relate to the period till such assets are ready to be put to use.

Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date and the cost of the fixed

asset not ready for their intended use before such date, are disclosed under capital work-in-progress.

Intangible assets are stated at historical cost less accumulated amortisation and impairment.

- 133 -

1.5 Depreciation and amortisation

Depreciation is provided on all fixed assets on written down value method at the rates of depreciation prescribed in

Schedule XIV to the Companies Act, 1956 or based on the estimated useful life of the assets, whichever is higher.

Based on an evaluation of the useful lives of fixed assets carried out by the Management, Management has

determined that the depreciation rates specified in Schedule XIV to the Companies Act, 1956 reflect the appropriate

useful life of the assets.

Pro-rata depreciation is provided on all fixed assets purchased and sold during the year. Assets individually costing `

5,000 or less are depreciated at the rate of 100% in the period of purchase.

Intangible assets comprise computer software and are amortised over their estimated useful lives, which is three

years to ten years, respectively, from the date such assets are available for use.

1.6 Impairment

The Company assesses at each balance sheet date whether there is any indication that an asset forming part of its

cash generating units may be impaired. If any such indications exist, the Company estimates the recoverable amount

of the asset or the group of asset comprising, a cash generating unit. For an asset or a group of assets that does not

generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which

the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to

which the assets belongs is less than the carrying amount, the carrying amount is reduced to its recoverable amount.

The recoverable amount is the greater of the assets net selling price and value in use. In assessing the value in use, the

estimated future cash flows are discounted to their present value at the weighted average cost of capital. The

reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance sheet

date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the recoverable amount. An impairment loss is reversed only to the extent

that the carrying amount of the asset does not exceed the book value that would have been determined; if no

impairment loss has been recognized.

1.7 Investments

Long- term investments are carried out at cost less any other-than-temporary diminution in value, determined

separately for each individual investment. Current investments are carried at the lower of cost and fair value. The

comparison of cost and fair value is done separately in respect of each category of investments.

1.8 Revenue recognition

Revenue from networking and value added services is recognized as the related services are provided, when

arrangements are on a time and material basis. Revenue from fixed price contracts are recognized using the

percentage of completion method, which is determined based on the costs incurred to date in relation to the total

estimated costs to complete the contract. Provision for estimated losses, if any, on incomplete fixed price contracts

are recorded in the year in which such losses become probable based on the current contract estimates.

Unbilled revenue represents earnings in excess of billings while unearned income represents billings in excess of

earnings.

Revenues are stated net of discounts, expenses billed to customers and any applicable duties or taxes. Excise duty in

not applicable to the activities of the Company.

Interest on deployment of surplus funds is recognized using the time proportionate method, based on the

transactional interest rates.

1.9 Foreign currency transactions

- 134 -

Foreign currency transactions are recorded using the exchange rates prevailing on the dates of the respective

transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognised in

the statement of profit and loss for the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the

closing exchange rates on that date and the resultant exchange differences are recognised in the statement of profit

and loss. Non-monetary items, which are carried in terms of historical cost denominated in a foreign currency, are

reported using the exchange rate at the date of the transaction.

1.10 Employee benefits

Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made monthly at

predetermined rates to the appropriate authorities and charged to the statement of profit and loss on an accrual

basis.

Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date, carried out

by an independent actuary. The present value of the obligation under such defined benefit plan is determined based

on an actuarial valuation using the Projected Unit Credit Method, which recognises each and period of service as

giving rise to an additional units of employee benefit entitlement and measures each unit separately to build up the

final obligation.

The rules of the Company do not permit encashment or carry forward of unutilised leave.

Actuarial gain/losses are immediately taken to the statement of profit and loss and are not deferred.

1.11 Taxation

The current income tax charge is determined in accordance with the relevant tax regulations applicable to the

Company in India. Minimum Alternative Tax (MAT) paid in accordance with the tax laws, which give rise to future

economic benefits in the form of tax credit against future income tax liability, is recognised in the balance sheet if

there is convincing evidence that the Company will pay normal tax in subsequent years and the resultant assets can be

measured reliably.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax

rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised

only to the extent there is reasonable certainty that the assets can be realised in future; however, where there is

unabsorbed depreciation or carried forward business loss under taxation laws, deferred tax assets are recognised only

if there is virtual certainty of realisation of such assets. Deferred tax assets/ liabilities are reviewed at each balance

sheet date and written down or written-up to reflect the amount that is reasonably/ virtually certain (as the case may

be) to be realised.

Assets and liabilities representing current and deferred tax are disclosed on a net basis when there is a legally

enforceable right to set - off and management intends to settle the asset and liability on a net basis.

Tax expense also comprises Fringe Benefit Tax (FBT) for the period until 31 March 2009. Provision for FBT until 31

March 2009 is made in accordance with the provisions of Income-tax Act, 1961 and the Guidance Note on FBT issued

by ICAI. Effective 1 April 2009, the provisions of FBT have been withdrawn.

1.12 Earnings per share

The basic and diluted earnings or loss per share is computed by dividing the net profit or loss attributable to equity

shareholders for the year/period by the weighted average number of equity shares outstanding during the year.

1.13 Leases

- 135 -

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item are

classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and

loss on a straight-line basis over the lease term.

1.14 Provisions and contingent liabilities

The Company recognises a provision when there is a present obligation as a result of a past event that probably

requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for

a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will

not, require an outflow of resources. When the likelihood of outflow of resources, in case of a possible obligation or a

present obligation is remote no provision or disclosure is made.

Provision for onerous contracts i.e. contracts where the expected unavoidable cost of meeting the obligations under

the contract exceed the economic benefits expected to be received under it, are recognised when it is possible that an

outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an

obligating event, based on a reliable estimate of such obligation.

1.15 Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of

transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and

items of income or expenses associated with investing or financing cash flows. The cash flows from operating,

investing and financing activities of the Company are segregated.

2. Impact of material adjustments


Particulars

For the

period from

12 December

2006 to 31

March 2008

For the year ended 31 March For the period

from 1 April 2012

to 30 September

2012 2009 2010 2011 2012

Net profit after tax as per audited

statement of profit and loss (105.91) (1.43) 74.51 544.89 588.57 316.12

Adjustments on account of: (refer

Note 3 (I))

a) Income from operations - - - 196.39 (15.23) (152.22)

b) Selling, general and administrative

expenses 1.89 - 3.91 6.10 - -

c) Preliminary expenses written off (1.68) 0.42 0.42 0.42 0.42 -

d) Provision for gratuity (0.37) (0.37) (1.19) (5.24) 7.17 -

e) Prior period items adjusted to

respective years - (1.89) - (3.91) (35.04) -

Total impact of the adjustments (0.16) (1.84) 3.14 193.76 (42.68) (152.22)

Tax impact on adjustments - - (1.04) (62.87) 13.85 50.06

Total adjustments (0.16) (1.84) 2.10 130.89 (28.83) (102.16)

Net profit after tax, as restated (106.07) (3.27) 76.61 675.78 559.74 213.96

3. Notes on adjustments to the restated unconsolidated summary statements and other disclosures

1. Other material adjustments

- 136 -

1) Income from operations: During the year ended 31 March 2012 and period ended 30 September 2012, the

Company has recorded certain revenue from operations pertaining to the earlier years. The effect of such

income has been appropriately adjusted in income from operations of the respective years.

2) Preliminary expenses: The preliminary expenses amortised in the books over the period of five years have

been appropriately accounted in the period ended 31 March 2008 during which the same was incurred.

3) Provision for gratuity : Provision for gratuity which had not been accounted for earlier, has now been

accounted appropriately as per actuarial valuation for the year 31 March 2008, 2009, 2010, 2011 and 2012.

4) Prior period items / selling, general and administrative expenses: The Company had recorded certain

income / expenses as prior period items in the financial statements for the years ended March 31, 2009, 2011

and 2012. For the purpose of this statement, the effects of these items have been appropriately adjusted /

recomputed for earlier periods and accordingly adjusted in the respective years.

5) Tax impact of adjustments: Tax impacts of adjustments relating to effect on adjustments made in respect of

restatement of the financial statements have been adjusted in the respective years. The current taxes

provided in the year ended March 31, 2010, 2011, 2012 and period ended 30 September 2012 on an

estimated basis.

2. Audit qualification

The following qualifications were made in the financial statements for the year ended 31 March 2012

1) The transactions made in pursuance of contracts or arrangements entered in the register maintained under

section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been

made at prices which are reasonable having regard to prevailing market prices at the relevant time. However,

the company has not obtained prior permission from the Central Government for the same. The Company is

in the process of filing application before the Company Law Board for regularizing the same.

3. Regrouping

Figures have been regrouped / recast for the consistency of presentation

4. Contingent liabilities and commitments

a. Contingent Liabilities


Particulars As at 31 March As at

30 September 2012 2008 2009 2010 2011 2012

Bank guarantees - 1.00 5.69 21.02 16.72 21.09

b. Commitments

Particulars As at 31 March As at 30

September 2012 2008 2009 2010 2011 2012

Corporate guarantee given to Getz

Shoppe and Exim Private Limited for

cash credit facility availed from

Federal Bank Limited

- - - - - 200.00

- 137 -

5. Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is

eligible for gratuity on departure at 15 days salary (last drawn basic salary and dearness allowance) for each

completed year of service or part thereof in excess of six months. These benefits are unfunded.

Particulars

For the period

from

12 December

2006 to 31

March 2008


from

1 April 2012 to

30 September

2012

2009 2010 2011 2012

Obligations at beginning of the year / period - 0.37 0.74 1.93 7.17 12.53

Current service cost 0.37 0.44 0.97 2.94 4.70 0.28

Interest cost on defined benefit obligation - 0.05 0.10 0.27 0.81 0.32

Benefits paid - - - - - -

Net actuarial (gain) / loss for the year / period - (0.12) 0.12 2.03 (0.15) 1.80

Obligations at end of the year / period 0.37 0.74 1.93 7.17 12.53 14.93

Reconciliation of present value of the

obligation and the fair value of the plan

assets:

Closing obligations 0.37 0.74 1.93 7.17 12.53 14.93

Closing fair value of plan assets - - - - - -

Liability recognized in the balance sheet 0.37 0.74 1.93 7.17 12.53 14.93

Gratuity cost for the year / period

Current service cost 0.37 0.44 0.97 2.94 4.70 0.28

Interest cost on defined benefit obligation - 0.05 0.10 0.27 0.81 0.32

Expected return on plan assets - - - - - -

Net actuarial (gain) / loss for the year / period - (0.12) 0.12 2.03 (0.15) 1.80

Net gratuity cost 0.37 0.37 1.19 5.24 5.36 2.40

Assumptions

Discount rate 8% 8% 8% 8% 8.5% 8.5%

Salary increase 5% 5% 5% 5% 5% 5%

Attrition rate Modified q(x) values under Indian Assured Lives Mortality (1994-1996) Ultimate –

Table

Retirement age 58 58 58 58 58 58

6. Segment reporting

Business segments: The Company has organized its operations into two businesses: value added services for mobile

phone network operators ('VAS') and enterprise solutions to various corporate and governmental agencies

('Enterprise').

Geographic segments: The Company does not have any reportable geographical segment.

The accounting principles used in the preparation of the financial statements are also consistently applied to record

income and expenditure in individual segments. Income and direct expenses in relation to segments are categorised

based on items that are individually identifiable to that segment. Other expenses are not specifically allocable to the

individual segments as these expenses are common in nature. The Company therefore believes that it is not

practicable to provide segment disclosure relating to such expenses and accordingly such expenses are separately

disclosed as unallocated and directly charged against total income.

- 138 -

Certain segment assets and liabilities are directly attributable to the segment. Segment assets include all operating

assets used by the segment and consist principally of fixed assets, inventories, sundry debtors and loans and advances.

Segment liabilities include trade creditors, creditors for expenses and other operating liabilities and provisions. Certain

assets and liabilities that are not specifically allocable to the individual segments have been separately disclosed as

unallocated.

Particulars

For the period

from 12

December

2006 to 31

March 2008


from 1 April 2012

to 30 September

2012

2009 2010 2011 2012

Segment revenues

VAS 22.70 82.67 267.17 1,617.88 1,913.61 962.74

Enterprise 11.54 50.69 106.22 314.87 339.26 87.00

34.24 133.36 373.39 1,932.75 2,252.87 1,049.74

Segment results

VAS 12.60 76.10 223.73 1,348.07 1,553.64 913.77

Enterprise 10.32 31.74 63.46 176.54 148.59 52.55

22.92 107.84 287.19 1,524.61 1,702.23 966.32

Other unallocable expenditure, net of

unallocable income (126.58) (111.37) (196.85) (530.45) (976.04) (687.40)

Operating profits (103.66) (3.53) 90.34 994.16 726.19 278.92

Interest income - 0.06 0.24 2.44 12.75 1.37

Other income 0.41 0.01 0.26 - 44.47 -

Finance cost (0.13) (0.52) (0.16) (5.78) (5.13) (7.00)

Taxation (2.69) 0.71 (14.07) (315.04) (218.53) (59.33)

Net profit, as restated (106.07) (3.27) 76.61 675.78 559.75 213.96

Segment assets

VAS 12.62 43.22 150.34 434.88 645.05 754.29

Enterprise 1.47 6.64 3.42 110.33 84.89 60.17

Corporate - unallocated 73.58 105.81 200.39 753.39 1,329.33 1,440.60

87.67 155.67 354.15 1,298.60 2,059.27 2,255.06

Segment liabilities

VAS 2.58 3.10 31.05 60.45 84.41 71.34

Enterprise 0.45 0.47 - 7.35 1.48 1.40

Corporate - unallocated 11.75 27.27 63.86 283.88 466.73 391.84

14.78 30.84 94.91 351.68 552.62 464.58

7. Subsequent events

(a) Conversion of Technology Development Board (TDB) loan to equity

The Company has converted the loan of ` 2,09,54,726 from TDB in to 1,16,416 Number of equity shares on 6

December 2012 at a price of ` 180

(b) Conversion of status from Private Limited to a Public Limited Company

Pursuant to the necessary approvals received from the Registrar of Companies, the Company has been converted into

a public limited company with effect from 10 December 2012

- 139 -

Annexure V

Details of current and non-current investments, as restated



30 September

2012 2008 2009 2010 2011 2012

Non-current investments

Non Trade, unquoted - at cost

Investment in equity shares of subsidiary

companies:

Getz Shoppe and Exim Private Limited - - - - 100.00 100.00

Forward Media Private Limited - - - - 0.80 0.80

Investment in equity shares of others - - - - - 20.00

- - - - 100.80 120.80

Current investments


Investment in equity instruments - - - 44.95 - -

- - - 44.95 - -

Total - - - 44.95 100.80 120.80

Note:

1. The figures disclosed above are based on the restated unconsolidated financial information of MobME

Wireless Solutions Limited.

- 140 -

Annexure VI

Unconsolidated statement of trade receivables, as restated



30 September

2012 2008 2009 2010 2011 2012

Unsecured, considered good

Debts outstanding for a period

exceeding six months from

- Promoters and group companies of

Promoters - - - - - -

- Directors - - - - - -

- Others 0.07 0.02 9.37 10.55 116.20 175.20

Total (A) 0.07 0.02 9.37 10.55 116.20 175.20

Other debts from



- Directors - - - - - -

- Others 14.02 49.84 144.39 534.66 613.74 612.17

Total (B) 14.02 49.84 144.39 534.66 613.74 612.17

Unsecured, considered doubtful

Debts outstanding for a period

exceeding six months from



- Directors - - - - - -

- Others - - - - - 27.09

- - - - - 27.09

TOTAL (A+B) 14.09 49.86 153.76 545.21 729.94 814.46

Note:



2. The list of persons/entities classified as 'Promoters' and 'Group Companies of Promoters' has been

determined by the Management and relied upon by auditors. The auditors have not performed any

procedures to determine whether this list is accurate or complete.

- 141 -

Annexure VII

Unconsolidated statement of long-term and short-term loans and advances and other non-current and current

assets, as restated


Particulars


30

September

2012 2008 2009 2010 2011 2012

Long-term loans and advances

(Unsecured, considered good)

Advances for capital goods - - - - 26.44 16.64

Rental deposits

- Subsidiaries - - - - - -



- Directors - - - - - -

- Others - - 1.10 11.73 12.52 13.50

Other long-term advances 0.05 0.17 0.67 31.90 40.40 37.96

Other long-term deposits - - 1.02 4.81 4.50 11.60

Advance tax and tax deducted at source

(net of provision for tax) 1.43 5.33 15.14 - 9.22 21.77

Total (A) 1.48 5.50 17.93 48.44 93.08 101.47

Other non-current assets

Balance in banks for margin money - 1.00 5.69 21.82 19.09 21.09

Interest accrued from fixed deposits with

banks - 0.06 0.30 - - -

Total (B) - 1.06 5.99 21.82 19.09 21.09

Short-term loans and advances

Advances for supply of goods and

rendering of services

- Subsidiaries - - - - 188.53 257.53


Promoters - 0.92 6.80 17.47 22.55 35.54

- Directors - 1.08 - 15.20 8.74 8.74

- Others 10.35 12.10 7.58 18.95 128.89 66.55

Total (C) 10.35 14.10 14.38 51.62 348.71 368.36

Other current assets

Unbilled revenue - - - 167.45 207.11 209.61

Total (D) - - - 167.45 207.11 209.61

Total (A+B+C+D) 11.83 20.66 38.30 289.33 667.99 700.53

Note:

1. The figures disclosed above are based on the restated unconsolidated financial information of MobME Wireless

Solutions Limited.

2. The list of persons/entities classified as 'Promoters' and 'Group Companies of Promoters' has been determined

by the Management and relied upon by auditors. The auditors have not performed any procedures to determine

whether this list is accurate or complete.

- 142 -

Annexure VIII

Unconsolidated statement of long-term and short-term borrowings, as restated



30 September

2012 2008 2009 2010 2011 2012

Long term borrowings

- from banks and financial institutions - - 3.41 2.00 6.72 5.50

- from Technology Development Board

(Refer note 2) - - - - 180.00 200.00

- from promoters and group companies of

promoters - - - - - -

- - 3.41 2.00 186.72 205.50

Short term borrowings

- from banks - - - - 30.00 30.00

- from promoters and group companies of

promoters - - - - - -

- - - - 30.00 30.00

Current maturities of long term

borrowings - - 1.26 1.41 2.70 2.35

Total - - 4.67 3.41 219.42 237.85

Note:



2. The loan has been subsequently converted into equity on 6 December 2012

- 143 -

Annexure - VIII (continued)

Details of long-term and short-term borrowings outstanding as at 30 September 2012

(All amounts are in Indian rupees lakhs, except share data and where otherwise stated) SI.

No

.

Name of the

lender

Nature of

borrowin

g

Amount

sanctione

d

Amount

outstandin

g

Rate of

Interes

t

Date of

sanctio

n

Repaymen

t terms

Prepaymen

t charges

Default

charges Security

1 ICICI Bank

Limited

Vehicle

loan

3.80 3.30 11.75% 24-Mar-

12

48 monthly

instalment

s of `

9,865 from

15 April

2012 to 15

February

2016

Charges

fixed by the

bank from

time to

time are

binding as

advised by

the bank.

The bank is

entitled to

take

repossession

of the

hypothecate

d vehicles.

Secured by way of

hypothecation of

vehicles acquired

out of the loan

proceeds.

3.80 3.31 11.75% 24-Mar-

12

48 monthly

instalment

s of `

9,865 from

15 April

2012 to

15

February

2016

2 TATA Motors

Finance Ltd.

Vehicle

loan 2.92 1.24 13.00%

16-Jul-

09

60

instalment

s of EMI `

6,660

starting

from

16 July

2009 to

15 June

2014

Charges

fixed by the

bank from

time to

time are

binding as

advised by

the bank.

The lender is

entitled to

take

repossession

of the

hypothecate

d vehicles.

Secured by way of

hypothecation of

vehicles acquired

out of the loan

proceeds.

- 144 -

SI.

No

.

Name of the

lender

Nature of

borrowin

g

Amount

sanctione

d

Amount

outstandin

g

Rate of

Interes

t

Date of

sanctio

n

Repaymen

t terms

Prepaymen

t charges

Default

charges Security

3

Technology

Developmen

t Board

Term loan 200.00 200.00 5.00% 24-May-

11

9 half

yearly

instalment

s starting

from 1

October

2013 to 1

October

2017

The

Borrower

shall have

an option

to prepay

the entire

outstanding

principal

amount

along with

interest and

other

charges.

In the event

of any

default, over

and above

the

prescribed

rate of

interest, 10%

p.a will be

charged.

a) The movable

assets of the

Borrower Company

including movable

plant and

machinery,

equipment situated

at, 603, Wing B

Shivalaya heights,

Azad nagar road 2,

Off-Veeradesai

road, Andheri West,

Mumbai.

b) The movable

assets of the

Borrower Company

including movable

plant and machinery

situated at,

41/3197, 4th floor,

Bhageeratha

Residency, Near

Town Hall,

Kacherippadi,Cochin

-682 018, Kerala.

c) The whole

movable assets of

the Borrower

Company including

movable plant and

machinery situated

at, Suite 1006, Ivory

Court-1,Essel

Towers, MG Road,

Gurgaon, HARYANA,

PIN-122002

d) The Directors

Sanjay Vijayakumar

and Sony Joy of the

company has

pledged a total of

1,15,200 shares as

collateral towards

the loan.

e) Corporate

guarantee of the

company

f) Irrevocable and

unconditional

personal guarantees

of promoters and

directors namely

Sanjay Vijayakumar

and Sony Joy

4 IDBI Bank

Ltd.

Overdraft

against

fixed

deposit

30.00 30.00 11.50% 17-Jun-

11

Repayable

on demand

Charges

fixed by the

bank from

time to

time are

In the event

of any

default, the

bank may

recover from

On security of fixed

deposit of ` 50 lakhs

- 145 -

SI.

No

.

Name of the

lender

Nature of

borrowin

g

Amount

sanctione

d

Amount

outstandin

g

Rate of

Interes

t

Date of

sanctio

n

Repaymen

t terms

Prepaymen

t charges

Default

charges Security

binding as

advised by

the bank.

the

underlying

deposits.

237.85

- 146 -

Annexure IX

Unconsolidated statement of current and non-current liabilities and long term and short term provisions, as

restated



30 September

2012 2008 2009 2010 2011 2012


Long-term provisions

Gratuity 0.37 0.74 1.93 7.17 12.53 14.93

Total (A) 0.37 0.74 1.93 7.17 12.53 14.93

Current Liabilities

Trade payables

Dues to micro and small enterprises - - - - - -

Dues to others 0.36 3.27 35.57 83.61 141.54 98.17

Total (B) 0.36 3.27 35.57 83.61 141.54 98.17

Other current liabilities

Current maturities of borrowings - - 1.26 1.41 2.70 2.35

Employee benefits payable 5.24 10.17 - 4.31 16.68 17.09

Withholding and other taxes payable 3.17 7.24 38.62 144.15 87.00 71.88

Interest accrued but not due on

borrowings - - - - 3.15 7.69

Other payables 3.02 8.66 10.53 12.46 9.60 11.24

Total (C) 11.43 26.07 50.41 162.33 119.13 110.25

Short-term provisions

Provision for income tax (net of

advance tax) - - - 23.02 - -

Provision for fringe benefit tax (net of

advance tax) 1.16 0.76 - - - -

Total (D) 1.16 0.76 - 23.02 - -

TOTAL (A+B+C+D) 13.32 30.84 87.91 276.13 273.20 223.35

Note:



- 147 -

Annexure X

Unconsolidated statement of share capital, as restated


Particulars

For the period

from

12 December

2006 to

31 March 2008

For the year ended 31 March For the

period

from 1

April 2012

to 30

Septembe

r 2012

2009 2010 2011 2012

Equity shares (fully paid)

Authorised 200.00 200.00 200.00 200.00 200.00 200.00

Issued, subscribed and paid-up 122.96 136.11 144.91 160.00 160.00 200.00

Reconciliation of number of shares:

Number of shares at the beginning of

the year / period - 1,229,600 1,361,100 1,449,100 1,600,000 1,600,000

Add: Shares issued during the year /

period

In cash 1,229,600 109,378 88,000 150,900 - 270,146

Other than cash - 22,122 - - - 129,854

Number of shares at the closing of the

year / period 1,229,600 1,361,100 1,449,100 1,600,000 1,600,000 2,000,000

Note:

1) The figures disclosed above are based on the restated unconsolidated financial information of MobME


- 148 -

Annexure XI

Unconsolidated statement of reserves and surplus, as restated


Particulars

For the period

from

12 December

2006 to

31 March 2008


period from

1 April 2012

to

30

September

2012

2009 2010 2011 2012

Shares premium account (A)

Opening balance - 16.00 83.06 83.06 143.86 143.86

Add: Received during the year /

period 16.00 67.06 - 60.80 - 29.87

Less: Utilized for issue of bonus

shares - - - - - -

Total (A) 16.00 83.06 83.06 143.86 143.86 173.73

Surplus: statement of profit and

loss (B)

Opening balance - (106.07) (109.34) (32.73) 643.05 1,202.79

Add: Net profit after tax transferred

from

statement of profit and loss

(106.07) (3.27) 76.61 675.78 559.74 213.96

Amount available for appropriation (106.07) (109.34) (32.73) 643.05 1,202.79 1,416.75

Less: Utilized for issue of bonus

shares - - - - - -

Less: dividend - - - - - -

Total (B) (106.07) (109.34) (32.73) 643.05 1,202.79 1,416.75

Total (A+B) (90.07) (26.28) 50.33 786.91 1,346.65 1,590.48

Note:



- 149 -

Annexure XII

Details of other income, as restated


Particulars

For the period

from

12 December

2006 to 31

March 2008


period from 1

April 2012 to

30 September

2012 2009 2010 2011 2012

Other income, as restated 0.41 0.07 0.50 2.44 57.22 1.37

Net profit before tax, as restated (103.38) (3.98) 90.68 990.82 778.27 273.29

Percentage (0.40%) (1.76%) 0.55% 0.25% 7.35% 0.50%

Sources of other income

Recurring

Interest - from banks - 0.06 0.24 2.44 12.75 1.37

Non-recurring

Profit on sale of fixed assets, net - - - - 0.18 -

Discount received 0.41 - - - - -

Profit on sale of investments (Refer

Note 2) - - - - 44.05 -

Miscellaneous income - 0.01 0.26 - 0.24 -

Total 0.41 0.07 0.50 2.44 57.22 1.37

Note:

1. The figures disclosed above are based on the restated unconsolidated financial information of MobME Wireless

Solutions Limited.

2. Includes profit on sale of investments in Innoz Technologies Private Limited - ` 35.67 lakhs and in

Commonwealth Inclusive Growth Services Limited - ` 8.38 lakhs.

- 150 -

Annexure XIII

Unconsolidated statement of dividend paid


Particulars

For the period

from

12 December

2006 to 31

March 2008


from

1 April 2012 to

30 September

2012

2009 2010 2011 2012

Number of fully paid

equity shares 1,229,600 1,361,100 1,449,100 1,600,000 1,600,000 2,000,000

Equity share capital 122.96 136.11 144.91 160.00 160.00 200.00

Face value (`) 10.00 10.00 10.00 10.00 10.00 10.00

Rate of dividend % - - - - - -

Amount of dividend - - - - - -

Note:


Wireless Solution Limited.

- 151 -

Annexure XIV

Details of the list of related parties and nature of relationships

Particulars

For the period

from

12 December

2006 to

31 March 2008

Year ended

31 March 2009

Year ended

31 March 2010

Year ended

31 March 2011

Year ended

31 March 2012

For the period

from 1 April

2012 to

30 September

2012

Subsidiary

Not applicable Not applicable Not applicable Not applicable Forward Media

Private Limited

Forward Media

Private Limited

Not applicable Not applicable Not applicable Not applicable

Getz Shoppe

and Exim

Private Limited

Getz Shoppe

and Exim

Private Limited

Key

management

personnel

Jose Thomas

Pattara-

Director

Jose Thomas

Pattara-

Director

Jose Thomas

Pattara-

Director

Jose Thomas

Pattara-

Director

Jose Thomas

Pattara-

Director

Jose Thomas

Pattara-

Director

Sanjay Vijaya

Kumar -

Director

Sanjay Vijaya

Kumar -

Director

Sanjay Vijaya

Kumar-

Whole time

director

Sanjay Vijaya

Kumar-

Whole time

director

Sanjay Vijaya

Kumar-

Whole time

director

Sanjay Vijaya

Kumar-

Whole time

director

Sony Joy -

Director

Sony Joy -

Director

Sony Joy -

Whole time

director

Sony Joy -

Whole time

director

Sony Joy - Chief

Executive

Officer

Sony Joy - Chief

Executive

Officer

George Brody -

Director

George Brody -

Director

George Brody -

Director

George Brody -

Director

George Brody -

Director

George Brody -

Director

Relatives of key

management

personnel

Not applicable Not applicable Not applicable

Thomas

Varghese

Pattara

Thomas

Varghese

Pattara

Not applicable

Companies over

which the key

managerial

personnel and

relatives have

control/

significant

influence

(associates)

Not applicable

Mobshare

Mobile Systems

India Private

Limited

Mobshare

Mobile Systems

India Private

Limited

Mobshare

Mobile Systems

India Private

Limited

Mobshare

Mobile Systems

India Private

Limited

Mobshare

Mobile Systems

India Private

Limited

Not applicable Not applicable Not applicable Not applicable Not applicable Mobile Express

Private Limited

Canbo

Electronics

Private Limited

Canbo

Electronics

Private Limited


Not applicable

Torque

Technology

Solutions

Private Limited

Torque

Technology

Solutions

Private Limited

Torque

Technology

Solutions

Private Limited

Torque

Technology

Solutions

Private Limited

Torque

Technology

Solutions

Private Limited

Not applicable Not applicable Indian Telecom

Innovation Hub

Indian Telecom

Innovation Hub

Indian Telecom

Innovation Hub

Indian Telecom

Innovation Hub


Odysseus

Engineering

Private Limited

Odysseus

Engineering

Private Limited

Not applicable Not applicable

Dimensions

Mobile

Solutions

Private Limited

Dimensions

Mobile

Solutions

Private Limited

Dimensions

Mobile

Solutions

Private Limited

Dimensions

Mobile

Solutions

Private Limited

Notes:

1. 1. The figures disclosed above are based on the restated unconsolidated financial information of MobME


2. Above disclosures are made in accordance with Accounting Standard (AS) 18 "Related Parties" prescribed by

the Companies (Accounting Standards) Rules, 2006.

- 152 -

Annexure XIV (continued)

Disclosures of significant transactions with related parties


Particulars Entity

For the period

from

12 December

2006 to 31

March 2008


period from

1 April 2012

to

30

September

2012

2009 2010 2011 2012

Purchase of goods Getz Shoppe and

Exim Private Limited - - - - - 1.17

Reimbursement of

expenses

Torque Technology

Solutions Private

Limited

- 0.14 - - - -

Canbo Electronics

Private Limited 1.32 - - - - -

Enterprise expenses

Mobshare Mobile

Systems India

Private Limited

- 6.52 5.18 - 26.37 -

Income from

enterprise

Mobshare Mobile

Systems India

Private Limited

- 6.93 2.72 18.13 - -

Consultancy charges George Brody - 3.20 - - - -

Subscription to

shares Sanjay Vijaya Kumar - - - - - 16.57

Sony Joy - - - - - 7.77

Managerial

remuneration Sanjay Vijaya Kumar 0.74 1.97 2.96 36.00 85.00 45.13

Sony Joy 0.94 1.97 2.99 36.00 85.00 27.54

Jose Thomas Pattara - - - - 16.50 9.00

Investments in

subsidiaries

Forward Media

Private Limited - - - - 0.80 -

Getz Shoppe and

Exim Private Limited - - - - 100.00 -

Advances given /

received Jose Thomas Pattara - - - 0.20 8.54 -

Sanjay Vijaya Kumar - 1.08 (1.08) - - -

Thomas Varghese

Pattara - - - 15.00 (15.00) -

Forward Media

Private Limited - - - - 53.03 24.50

Getz Shoppe and

Exim Private Limited - - - - 135.50 44.50

Mobshare Mobile

Systems India

Private Limited

- 0.92 5.42 10.50 26.09 11.02

Mobile Express

Private Limited - - - - - 0.29

Torque Technology

Solutions Private

Limited

- - 0.16 0.17 0.09 -

Indian Telecom

Innovation Hub - - 0.20 - 5.02 1.93

Odysseus

Engineering Private - - - - 0.25 (0.25)

- 153 -

Particulars Entity

For the period

from

12 December

2006 to 31

March 2008


period from

1 April 2012

to

30

September

2012

2009 2010 2011 2012

Limited

Dimensions Mobile

Solutions Private

Limited

- - 0.10 - - -

Notes:



2) Above disclosures are made in accordance with Accounting Standard (AS) 18 "Related Parties" prescribed by


- 154 -


Details of related parties outstanding balances


Particulars Entity As at 31 March

As at 30

Septem

ber

2012 2008 2009 2010 2011 2012

Current liabilities

Torque Technology Solutions

Private Limited - 0.14 0.14 0.14 0.14 0.14

Canbo Electronics Private Limited 1.32 - - - - -

Managerial

remuneration

payable

Sanjay Vijaya Kumar - - - - 5.89 5.89

Sony Joy - - - - 5.39 5.39

Investments in

subsidiaries


Getz Shoppe and Exim Private

Limited - - - - 100.00 100.00

Short term loans

and advances

Jose Thomas Pattara - - - 0.20 8.74 8.74

Sanjay Vijaya Kumar - 1.08 - - - -

Thomas Varghese Pattara - - - 15.00 - -



Limited - - - - 135.50 180.00

Mobshare Mobile Systems India

Private Limited - 0.92 6.34 16.84 16.56 27.58

Mobile Express Private Limited - - - - - 0.29


Private Limited - - 0.16 0.33 0.42 0.42

Indian Telecom Innovation Hub - - 0.20 0.20 5.22 7.15

Odysseus Engineering Private

Limited - - - - 0.25 -

Dimensions Mobile Solutions

Private Limited - - 0.10 0.10 0.10 0.10

Note:



2) Above disclosures are made in accordance with Accounting Standard (AS) 18 "Related Parties" prescribed by


- 155 -

Annexure XV

Capitalisation statement


Particulars Pre-issue as at

30 September 2012

Post issue

(refer note 2)

Short term debt 30.00 []

Long term debt (A) 205.50 []

Current maturities of long term borrowings 2.35 []

Total debt (B) 237.85 []

Shareholders’ funds

Share capital 200.00 []

Reserves and surplus 1,590.48 []

Total shareholders’ funds (C) 1,790.48 []

Long term debt/ shareholders’ funds (A/C) 0.11 []

Total debt/ shareholders’ funds (A/C) 0.13 []

Note:



2) The company has converted the loan from Technology Development Board (TDB) to equity shares on 6

December 2012

- 156 -

Annexure XVI

Unconsolidated statement of accounting ratios


Particulars

As at and for

the period

from

12 December

2006

to 31 March

2008

As at and for the year ended 31 March As at and for the

period from

1 April 2012 to

30 September

2012

2009 2010 2011 2012

Net worth, as restated

(A) 72.89 124.83 259.24 946.91 1,506.65 1,790.48


restated (B) (106.07) (3.27) 76.61 675.78 559.74 213.96

Weighted average

number of equity shares

outstanding during the

year / period

For basic earnings per

share (C) 348,616 1,297,910 1,430,032 1,499,951 1,600,000 1,943,169

For diluted earnings per

share (D) 359,955 1,331,707 1,452,826 1,521,168 1,600,000 1,943,169

Earnings per share ` 10

each (refer note 4)

Basic earnings per share (

`) (E = B/C) (30.43) (0.25) 5.36 45.05 34.98 11.01

Diluted earnings per

share ( `) (F = B/D) (29.47) (0.25) 5.27 44.43 34.98 11.01

Return on net worth (%)

(G = B/A) (refer note 4) (145.52%) (2.62%) 29.55% 71.37% 37.15% 11.95%

Number of shares

outstanding at the end of

the year / period (H)

1,229,600 1,361,100 1,449,100 1,600,000 1,600,000 2,000,000

Net assets value per

share of `10 each (I =

A/H)

5.93 9.17 17.89 59.18 94.17 89.52

Face value ( `) 10 10 10 10 10 10

Notes:

1) The above ratios are calculated as under:

a) Earnings per share = Net profit after tax, as restated / weighted average number of shares outstanding

during the year/ period.

b) Return on net worth (%) = Net profit after tax, as restated / net worth as restated as at the end of year /

period.

c) Net asset value ( `) = Net worth as restated / Number of equity shares as at the end of year / period.



3) Earning per shares (EPS) calculation is in accordance with Accounting Standard 20 "Earnings per share"

prescribed by the Companies (Accounting Standards) Rules, 2006.

4) The EPS and return on net worth for the three months period ended 30 September 2012 are not annualised.

- 157 -

Annexure XVII

Unconsolidated statement of other expenses



30 September

2012 2008 2009 2010 2011 2012

Enterprise expenses 0.32 12.43 31.48 36.44 74.41 34.45

Content Licensing Fee - - 27.40 107.32 165.83 32.98

Server hosting charges 0.81 4.89 12.64 37.67 77.43 27.13

Software licence fee - - - 109.17 115.84 12.23

Other miscellaneous expenses 54.60 54.57 69.41 245.68 319.40 199.75

55.73 71.89 140.93 536.28 752.91 306.54

Note:



- 158 -

Annexure - XVIII

Unconsolidated statement of tax shelter


Particulars

For the period

12 December 2006

to

31 March 2008


from

1 April 2012 to

30 September

2012

2009 2010 2011 2012

A

Profit (loss) before

tax (103.38) (3.98) 90.68 990.82 778.27 273.29

Less: long term capital

gains considered

separately

- - - - (35.66) -

Profit eligible for

normal income tax

rates

(103.38) (3.98) 90.68 990.82 742.61 273.29

B

Tax rates

(excluding surcharge

and education cess)

Income tax rates 30.00% 30.00% 30.00% 30.00% 30.00% 30.00%

Minimum Alternate

Tax ('MAT') 10.00% 10.00% 15.00% 18.00% 18.50% 18.50%

Special tax rate on

long term capital gain

(before indexing)

- - - - 20.00% -

C Tax at notional rates

Chargeable at normal

rate (31.01) (1.19) 27.20 297.25 222.78 81.99

Notional capital gains

tax - - - - 7.13 -

Total (31.01) (1.19) 27.20 297.25 229.91 81.99

D

Permanent

differences

Deduction under

section 35(2AB) of the

Income Tax Act, 1961

('the Act')

- - - - (122.83) (85.98)

Disallowance under

section 37 of the Act - - 0.04 - - 0.03

Others - - - - - -

Total permanent

differences - - 0.04 - (122.83) (85.95)

E Timing differences

Difference between

book depreciation and

tax depreciation

(4.74) (3.70) (8.26) (22.92) 7.89 15.71

Preliminary expense - - 0.42 0.42 0.42 -

Deduction under

section 43B of the Act - - - - 12.63 3.14

Expenses allowable

under section 40 (a) of

the Act

1.23 0.90 - - - -

(Profit) / loss on sale

of assets - - - - (0.18) -

- 159 -

Particulars

For the period

12 December 2006

to

31 March 2008


from

1 April 2012 to

30 September

2012

2009 2010 2011 2012

Set off of business

losses / unabsorbed

depreciation

- - (79.75) (34.05) - -

Others - - - 11.96 (0.02) (2.02)

Total timing

differences (3.51) (2.80) (87.59) (44.59) 20.74 16.83

F

Total differences

(D+E) (3.51) (2.80) (87.55) (44.59) (102.09) (69.12)

G

Tax expenses /

(saving) thereon (F X

B )

(1.05) (0.84) (26.27) (13.38) (30.63) (20.74)

MAT credit availed - - - (10.17) - -

H Total Tax (C+G) - - 0.93 273.70 199.28 61.25

I

Minimum alternate

tax

Book profit (103.38) (3.98) 90.68 990.82 778.27 273.29

Adjustment for

unabsorbed

depreciation/business

loss

- - (16.62) - - -

Others - - 0.45 - - -

Adjusted book profit

for MAT (103.38) (3.98) 74.51 990.82 778.27 273.29

Tax liability as per

MAT - - 11.17 178.35 143.98 50.56

J

Tax liability being

higher of H or I - - 11.17 273.70 199.28 61.25

Surcharge and cess - - 0.34 29.36 16.24 4.99

Interest under Sec

234B & C - - - 4.89 - -

K

Tax effect on

restatements - - (1.04) (62.87) 13.85 50.06

Provision for current

tax as per books of

accounts (J+K)

- - 10.47 245.08 229.37 116.30

Notes

1. The aforesaid unconsolidated statement of tax shelters is based on the profits / (loss) as per the Restated

Unconsolidated Summary Statement.

2. The above tax adjustments have been considered based on the information from income tax returns for the

previous years, i.e. 2007-08, 2008-09, 2009-10, 2010-11, 2011-12. The figures for the six months period ended 30

September 2012 are based on the provisional computation of total income prepared by the Company and are

subject to any changes that may be considered at the time of final filing of the return of income for the previous

year ending 31 March 2013.

- 160 -

RESTATED CONSOLIDATED FINANCIAL INFORMATION



41/3197, 4th

floor

Bhageeratha Square

Kacheripady, Cochin North

Ernakulam 682 018

India

Dear Sirs

1 We have examined the attached consolidated restated financial information of MobME Wireless Solutions Limited

(“the Company”) and its subsidiaries (together referred to as the “Group”) as approved by the Board of Directors

of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II to the Companies

Act, 1956, as amended ('the Act') and the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended (the ‘SEBI Regulations’), the Guidance note on “Reports in

Company’s Prospectus (Revised)” issued by the Institute of Chartered Accountants of India (‘ICAI’), to the extent

applicable (‘Guidance Note’) and in terms of our engagement agreed upon with you in accordance with our

engagement letter dated October 25, 2012 in connection with the proposed issue of Equity Shares of the

Company.

2 The restated consolidated financial information has been compiled by the management from the audited

consolidated financial statements of the Company for the year ended 31 March 2012 and for the six months

period ended 30 September 2012 which have been audited by us. The financial information of the subsidiaries i.e.

Getz Shoppe and Exim Private Limited and Forward Media Private Limited for the year ended 31 March 2012 and

period ended 30 September 2012 are based on the financial statements of those companies, which have been

audited by M/s P.C.Varghese & Co., Chartered Accountants, and on which we have placed reliance.

3 In accordance with the requirements of Paragraph B, Part II of Schedule II to the Act, the SEBI Regulations and

terms of our engagement agreed with you, we further report that:

c) The Consolidated Restated Summary Statement of Assets and Liabilities as at 31 March 2012 and 30

September 2012, examined by us, as set out in Annexure I to this report read with the significant accounting

policies in Annexure IV (1) are after making such adjustments and regrouping as in our opinion were

appropriate and more fully described in the Notes to the restated consolidated financial information as

Annexure IV (2) and (3) to this report.

d) The Consolidated Restated Summary Statement of profit and losses of the Company for the year ended 31

March 2012 and for the six months period ended 30 September 2012 are as set out in Annexures II to this

report read with the significant accounting policies in Annexure IV (1) are after making such adjustments and

regrouping as in our opinion were appropriate and more fully described in the Notes to the restated

consolidated financial information enclosed as Annexure IV (2) and (3) to this report.

4 Based on the above, we are of the opinion that the restated consolidated financial information have been made

after incorporating:

iv) adjustments for the changes in accounting policies retrospectively in respective Financial years / period

to reflect the same accounting treatment as per the changed accounting policy for all the reporting

periods;

v) adjustments for prior period and other material amounts in the respective Financial years / period to

which they relate; and

vi) there are no extra-ordinary items that need to be disclosed separately in the Restated Consolidated

Financial Information and no qualifications requiring adjustments.

- 161 -

5 We have also examined the following restated consolidated financial information as set out in the Annexures

prepared by the management and approved by the Board of Directors relating to the Company for the year ended

31 March 2012 and for the six months period ended 30 September 2012.

xvi) Consolidated statement of cash flows, as restated, included in Annexure III

xvii) Consolidated details of current and non-current investments, as restated, included in Annexure V

xviii) Consolidated statement of trade receivables, as restated, included in Annexure VI

xix) Consolidated long-term and short-term loans and advances and other non-current and current assets, as

restated, included in Annexure VII

xx) Consolidated statement of long-term and short-term borrowings, as restated, included in Annexure VIII

xxi) Consolidated statement of current and non-current liabilities and long-term and short-term provisions, as

restated, included in Annexure IX

xxii) Consolidated statement of share capital, as restated, included in Annexure X

xxiii) Consolidated statement of reserves and surplus, as restated, included in Annexure XI

xxiv) Consolidated details of other income, as restated, included in Annexure XII

xxv) Consolidated statement of dividends paid, included in Annexure XIII

xxvi) Consolidated statement containing details of related party transactions and balances outstanding with

related parties included in Annexure XIV

xxvii) Capitalization statement as at 30 September 2012 included in Annexure XV

xxviii) Consolidated statement of accounting ratios, as restated, included in Annexure XVI

xxix) Consolidated statement of other expenses, as restated, included in Annexure XVII

xxx) Consolidated statement of tax shelter included in Annexure XVIII

6 The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports

issued by us.

7 We have not audited any financial statements of the Group as of any date or for any period subsequent to 30

September 2012. Accordingly, we express no opinion on the financial position, results of operations or cash flows

of the Group as of any date or for any period subsequent to 30 September 2012

8 In our opinion, the above financial information contained in Annexures I to XVIII of this report read along with the

significant accounting policies (Refer Annexure IV (1)) and Notes to the restated consolidated financial

information (Refer Annexure IV (2) and IV (3)) are prepared after making adjustments and regrouping as

considered appropriate and have been prepared in accordance with Paragraph B, Part II of Schedule II of the Act

and the SEBI Regulations.

9 We have no responsibility to update our report for events and circumstances occurring after the date of the

report.

- 162 -

10 Our report is intended solely for use of the management and for inclusion in the offer document in connection

with the proposed issue of Equity Shares of the Company. Our report should not be used, referred to or

distributed for any other purpose except with our consent in writing.

for Sivaprasad & Associates


Registration No: 007619S

R Suja Sathish

Partner

Membership No.: 212089

Place: Kollam


- 163 -

Annexure I

Consolidated statement of assets and liabilities, as restated


Particulars As at

31 March 2012

As at

30 September 2012

Non-current assets

Fixed assets

Tangible assets 266.74 320.67

Intangible assets 9.62 8.30

Goodwill on consolidation 48.85 48.85

Non-current investments - 20.00

Long-term loans and advances 93.08 101.77

Other non-current assets 19.09 21.09

Total 437.38 520.68

Current assets

Inventory 96.51 236.78

Trade receivables 944.38 1,110.13

Cash and bank balances 302.50 306.03

Short-term loans and advances 171.86 134.95

Other current assets 207.11 209.61

Total 1,722.36 1,997.50


Long-term borrowings 187.80 207.54

Deferred tax liability, net 63.62 6.65

Long-term provisions 12.53 15.94

Total 263.95 230.13

Current liabilities

Short-term borrowings 77.29 235.21

Trade payables 211.81 177.67

Other current liabilities 127.28 136.75

Short-term provisions 5.79 0.14

Total 422.17 549.77

Minority interest 12.79 12.82

Net worth 1,460.83 1,725.46


Share capital 160.00 200.00

Reserves and surplus 1,300.83 1,525.46

Net worth 1,460.83 1,725.46

Note:


the significant accounting policies as appearing in Annexure IV.

- 164 -

Annexure II

Consolidated statement of profit and loss, as restated



31 March 2012

For the period from

1 April 2012 to

30 September 2012

Income

Income from services 2,257.23 1,070.48

Income from sale of goods - 1,214.12

Other income 57.22 1.37

Total 2,314.45 2,285.97

Expenditure

Cost of goods sold - 1,126.93

Employee benefits 718.59 447.13

Other expenses 771.75 388.00


Depreciation, amortisation and impairment 79.23 53.61

Total 1,574.70 2,031.71

Net profit before tax 739.75 254.26


Current tax (229.38) (116.44)

Deferred tax benefit 3.55 56.97

Total provision for tax (225.83) (59.47)

Net profit after tax before minority interest 513.92 194.79

Share of minority interest - 0.03


Note:


the significant accounting policies as appearing in Annexure IV.

- 165 -

Annexure III

Consolidated statement of cash flows, as restated



31 March 2012

For the period from

1 April 2012 to

30 September 2012

Cash flows from operating activities

Net profit before tax as restated 739.75 254.26

Adjustment on account of consolidation - -

Adjustments for:

Depreciation/ amortisation/ impairment 79.23 53.61


Interest income (12.75) (1.37)

Profit on sale of fixed assets (0.18) -

Profit on sale of investments (44.05) -

Provision for bad and doubtful debts - 27.09

Operating cash flows before working capital changes 767.13 349.63

Decrease / (increase) in inventories (96.51) (140.27)

Decrease / (increase) in trade receivables (399.17) (192.84)

Decrease / (increase) in loans and advances and other current assets (166.14) 26.47

Increase /(decrease) in liabilities and provisions 92.05 (23.42)

Cash generated from operating activities before taxes 197.36 19.57

Income taxes paid (255.83) (134.64)

Net cash generated from operating activities [A] (58.47) (115.07)

Cash flows from investing activities

Purchase of fixed assets (200.72) (96.42)

Proceeds from sale of fixed assets 1.90 -

Purchase of investments - (20.00)

Sale of investments 89.00 -

Payments for net assets acquired of subsidiaries, net of cash (42.46) -

Interest received 12.75 1.37

Net cash used in investing activities [B] (139.53) (115.05)

Cash flows from financing activities:

Proceeds from issue of share capital - 69.87

Proceeds from secured loans, net 266.41 175.28

Interest paid (1.98) (11.50)

Net cash generated from financing activities [C] 264.43 233.65

Net increase in cash and cash equivalents [A+B+C] 66.43 3.53

Cash and cash equivalents at the beginning of the year / period 236.07 302.50

Cash and cash equivalents at the end of the year / period 302.50 306.03

- 166 -


31 March 2012

For the period from

1 April 2012 to

30 September 2012

Components of cash and cash equivalents

Cash on hand 1.71 0.23


in current accounts 124.93 204.74

in deposit accounts 175.86 101.06

302.50 306.03

Note:

1. The cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3

on Cash Flow Statements as prescribed by the Companies (Accounting Standards) Rules, 2006.

2. The above statement should be necessarily read with the notes to the consolidated restated summary


- 167 -

Annexure IV

1. Significant accounting policies

1.1 Background

MobME Wireless Solutions Limited (‘the Company’) was incorporated on 12 December 2006 as a private limited

company. The registered office of the Company is located at Trivandrum, Kerala, India. The Company has been

converted into a public limited company on 10 December 2012. The Company is primarily engaged in the business of

providing value added services for mobile phone network operators and enterprise solutions to various corporate and

governmental agencies.

The consolidated restated financial statements relate to the Company and have been specifically prepared for

inclusion in the document to be filed by the Company with the Securities and Exchange Board of India (“SEBI”) and

Stock Exchanges’ in connection with its proposed Initial Public Offering. The consolidated restated financial

statements consist of the consolidated restated summary statement of assets and liabilities of the Company as at 31

March 2012 and 30 September 2012, the related consolidated restated summary statement of profit and loss for the

year ended 31 March 2012 and the six months period from 1 April 2012 to 30 September 2012 and the related

consolidated restated summary statement of cash flow for the year ended 31 March 2012 and for the six months

period from 1 April 2012 to 30 September 2012 (these restated financial statements hereinafter are collectively

referred to as “Consolidated Restated Summary Statements”).

The Consolidated Restated Summary Statements have been prepared to comply in all material respects with the

requirements of Schedule II to the Companies Act, 1956 (the “Act”) and the Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI Regulations”) notified by SEBI on August

26, 2009, as amended from time to time. The Act and the SEBI Regulations require the information in respect of the

assets and liabilities and profits and losses of the Company for each of the five years / periods immediately preceding

the issue of the Prospectus.

1.2 Basis for preparation

The consolidated financial statements include the financial statements of MobME and its subsidiaries, Forward Media

Private Limited and Getz Shoppe & Exim Private Limited. The financial statements of the parent company and its

majority owned/controlled subsidiaries have been combined on a line by line basis by adding together the book values

of all items of assets, liabilities, incomes and expenditures after eliminating all inter-company balances/transactions

and resulting unrealised gain/loss. In case of subsidiaries acquired during the year, the balances of income and

expenses are consolidated from the date of acquisition. The consolidated financial statements are prepared using

uniform accounting policies for similar transactions and other events in similar circumstances.

The consolidated financial statements have been prepared under the historical cost convention on the accrual basis of

accounting and comply with the Accounting Standards (‘AS’) Rules 2006 (to the extent applicable) and in accordance

with the generally accepted accounting principles (‘GAAP’) and the provisions of the Companies Act 1956 (‘the Act’),

to the extent applicable. The financial statements of subsidiary company used in the consolidation are drawn up to

the same reporting date as that of the Parent Company.

1.3 Principles of consolidation

The consolidated financial statements have been prepared in accordance with AS-21 – Consolidated Financial

Statements issued by the Companies (Accounting Standard) Rules, 2006 (‘the Rules’)on the following basis:

a) The financial statements of the Parent Company and its subsidiary are combined on line-by-line basis by

adding together the book values of like items of the assets, liabilities, income and expenses, after

elimination of intra group balances, intra group transactions and unrealized profits or losses on balances

remaining within the Group. These financial statements have been prepared using uniform accounting

policies for like transactions and other events in similar circumstances.

- 168 -

b) The difference between the costs of investment in the subsidiaries, over the share of equity in the

subsidiaries, on acquisition date, is recognized in the financial statements as goodwill or capital reserve, as

the case may be.

Note on consolidated financial information for 31 March 2011:

The Parent Company did not have any subsidiary as at 31 March 2008, 31 March 2009, 31 March 2010 and 31 March

2011 and accordingly no consolidated financial statements were prepared by the Company for the said years.

1.4 Use of estimates

The preparation of Financial Statements in conformity with generally accepted accounting principles in India (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and the disclosure of contingent liabilities on the date of the financial statements and the results of operations during

the reporting year end. Actual results could differ from those estimates. Any revision to accounting estimates is

recognised prospectively in current and future periods.

1.5 Tangible and intangible fixed assets









1.6 Depreciation and amortisation



Based on an evaluation of the useful lives of fixed assets carried out by the Management, Management has

determined that the depreciation rates specified in Schedule XIV to the Companies Act, 1956 reflect the appropriate

useful life of the assets.

Pro-rata depreciation is provided on all fixed assets purchased and sold during the year. Assets individually costing Rs.




1.7 Impairment














- 169 -

1.8 Inventories

Inventories are carried at the lower of cost and net realizable value. Cost comprises purchase price and other costs

incurred in bringing the inventory to its present location and condition. The cost is calculated on weighted average

cost method. The comparison of cost and net realizable value of inventory is made on an item by item basis.

The provision for inventory obsolescence is assessed annually and is provided as considered necessary.

1.9 Investments

Long- term investments are carried out at cost less any other-than-temporary diminution in value, determined



1.10 Revenue recognition





are recorded in the year in which such losses become probable based on the current contract estimates. Revenues are

stated net of discounts, expenses billed to customers and any applicable duties or taxes.

Revenue from sale of goods is recognised on transfer of all significant risks and rewards of ownership to the buyer.

The amount recognised as sale is net of sales tax and sales returns.


earnings.



1.11 Foreign currency transactions








1.12 Employee benefits



basis.

Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date, carried out


on an actuarial valuation using the Projected Unit Credit Method, which recognises each and period of service as

giving rise to an additional units of employee benefit entitlement and measures each unit separately to build up the

final obligation.


- 170 -


1.13 Taxation


Company in India.





if there is virtual certainty of realisation of such assets. Deferred tax assets/ liabilities are reviewed at each balance

sheet date and written down or written-up to reflect the amount that is reasonably/ virtually certain (as the case may

be) to be realised.


enforceable right to set - off and management intends to settle the asset and liability on a net basis.

1.14 Earnings per share


shareholders for the year by the weighted average number of equity shares outstanding during the year.

1.15 Leases

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item are



1.16 Provisions and contingent liabilities










1.17 Cash flow statement





2. Impact of material adjustments



31 March 2012

For the period from 1

April 2012 to 30

September 2012

- 171 -


31 March 2012


April 2012 to 30

September 2012

Net profit after tax as per audited statement of profit and loss 542.75 296.92

- -

Adjustments on account of: (refer Note 3 (1))

a) Income from operations (15.23) (152.22)

b) Preliminary expenses written-off 0.42 -

c) Provision for gratuity 7.17 -

d) Prior period items adjusted to respective years (35.04) -

Total impact of the adjustments (42.68) (152.22)

Tax impact on adjustments 13.85 50.06

Total adjustments (28.83) (102.16)


3. Notes on adjustments to the restated consolidated summary statements and other disclosures

1. Other material adjustments

(i) Income from operations: During the year ended 31 March 2012 and period ended 30 September

2012, the Company has recorded certain revenue from operations pertaining to the earlier year’s.

The effect of such income has been appropriately adjusted in income from operations of the

respective years.

(ii) Preliminary expenses: The preliminary expenses amortised in the books over the period of five

years have been appropriately accounted in the period ended 31 March 2008 during which the same

was incurred.

(iii) Provision for gratuity: Provision for gratuity which had not been accounted for earlier has been

accounted appropriately as per actuarial valuation.

(iv) Prior period items / selling, general and administrative expenses: The Company had recorded

certain income / expenses as prior period items in the financial statements for the years ended

March 31, 2010, 2011 and 2012. For the purpose of this statement, the effects of these items have

been appropriately adjusted / recomputed for earlier periods and accordingly adjusted in the

respective years.

(v) Tax impact of adjustments: Tax impacts of adjustments relating to effect on adjustments made in

respect of restatement of the financial statements have been adjusted in the respective years. The

current taxes provided in the year ended March 31, 2010, 2011, 2012 and period ended 30

September 2012 on an estimated basis.

2. Non-adjusting items - audit qualifications

The following qualifications were made in the financial statements for the year ended 31 March 2012

1. The transactions made in pursuance of contracts or arrangements entered in the register

maintained under section 301 and exceeding the value of five lakh rupees in respect of any party

during the year have been made at prices which are reasonable having regard to prevailing market

prices at the relevant time. However, the Company has not obtained prior permission from the

Central Government for the same. The Company is in the process of filing application before the

Company Law Board for regularizing the same.

- 172 -

3. Regrouping

Figures have been regrouped / recast for the consistency of presentation

1. Contingent liabilities


Particulars As at

31 March 2012

As at

30 September 2012

Bank guarantees 16.72 21.09

2. Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is

eligible for gratuity on departure at 15 days salary (last drawn basic salary and dearness allowance) for each

completed year of service or part thereof in excess of six months. These benefits are unfunded.



31 March 2012

For the period

1 April 2012 to

30 September 2012

Obligations at beginning of the year / period 7.17 12.53

Current service cost 4.70 1.17

Interest cost on defined benefit obligation 0.81 0.39

Benefits paid - -

Net actuarial (gain) / loss for the year / period (0.15) 1.85

Obligations at end of the year / period 12.53 15.94

Reconciliation of present value of the obligation and the

fair value of the plan assets:

Closing obligations 12.53 15.94

Closing fair value of plan assets - -

(Asset)/ liability recognized in the balance sheet 12.53 15.94

Gratuity cost for the year / period

Current service cost 4.70 1.17

Interest cost on defined benefit obligation 0.81 0.39

Expected return on plan assets - -

Net actuarial (gain) / loss for the year / period (0.15) 1.85

Net gratuity cost 5.36 3.41

Assumptions

Discount rate 8.5%pa 8.5%pa

Salary increase 5%pa 5%pa

Attrition rate Modified q(x) values under Indian Assured Lives

Mortality (1994-1996) Ultimate – Table

Retirement age 58 58

3. Segment reporting

Business segments: The Company has organized its operations into three businesses: value added services for mobile

phone network operators ('VAS'), enterprise solutions to various corporate and governmental agencies ('Enterprise')

and sale of consumer durables.

Geographic segments: All of the company's operations are carried out in India. The Company does not have any

reportable geographical segment.

- 173 -

The accounting principles used in the preparation of the financial statements are also consistently applied to record

income and expenditure in individual segments. Income and direct expenses in relation to segments are categorised

based on items that are individually identifiable to that segment. Other expenses are not specifically allocable to the

individual segments as these expenses are common in nature. The Company therefore believes that it is not

practicable to provide segment disclosure relating to such expenses and accordingly such expenses are separately

disclosed as unallocated and directly charged against total income.

Certain segment assets and liabilities are directly attributable to the segment. Segment assets include all operating

assets used by the segment and consist principally of fixed assets, inventories, sundry debtors and loans and advances.

Segment liabilities include trade creditors, creditors for expenses and other operating liabilities and provisions. Certain

assets and liabilities that are not specifically allocable to the individual segments have been separately disclosed as

unallocated.


31 March 2012

For the period from

1 April 2012 to

30 September 2012

Segment revenues

VAS 1,913.61 962.74

Enterprise 339.26 87.00

Sale of goods - 1,214.12

Others 4.36 20.74

2,257.23 2,284.60

Segment result

VAS 1,553.64 913.77


Sale of goods - 10.18

Others (21.51) (20.46)

1,680.73 956.04

Other unallocable expenditure (993.07) (687.14)

Operating profits 687.66 268.90

Interest income 12.75 1.37

Other income 44.47 -

Finance cost (5.13) (16.04)

Taxation (225.83) (59.47)

Net profit, as restated 513.92 194.76

Particulars As at

31 March 2012

As at

30 September 2012

Segment assets

VAS 645.04 754.29


Sale of products 327.46 316.42

Others 13.49 19.44

Corporate - unallocated 1,088.86 1,367.86

2,159.74 2,518.18

Segment liabilities

VAS 84.41 71.34


Sale of products 122.23 306.90

Others 5.48 7.42

Corporate - unallocated 472.52 392.84

686.12 779.90

4. Subsequent events

- 174 -

(c) Conversion of Technology Development Board (TDB) loan to equity

The Company has converted the loan of ` 2,09,54,726 from TDB in to 1,16,416 Equity Shares on 6 December 2012 at a

price of ` 180

(d) Conversion of status from Private Limited to a Public Limited Company

Pursuant to the necessary approvals received from the Registrar of Companies, the Company has been converted into

a public limited company with effect from 10 December 2012

- 175 -

Annexure V

Details of current and non-current investments, as restated


Particulars As at

31 March 2012

As at

30 September 2012

Non-current investments


Investment in equity shares - 20.00

Total - 20.00

Note:

1. The figures disclosed above are based on the restated consolidated financial information of MobME Wireless

Solutions Limited

- 176 -

Annexure VI

Consolidated statement of trade receivables, as restated


Particulars As at

31 March 2012

As at

30 September 2012

Unsecured, considered good

Debts outstanding for a period exceeding six months from

- From promoters and group companies of promoters - -

- Directors - -

- Others 119.59 1,083.04

Total (A) 119.59 1,083.04

Other debts

- From promoters and group companies of promoters - -

- Directors - -

- Others 824.79 -

Total (B) 824.79 -

Unsecured, considered doubtful

Debts outstanding for a period exceeding six months from

- Promoters and group companies of promoters - -

- Directors - -

- Others - 27.09

Less: provision for doubtful debts

(27.09)

Total (C) - -

TOTAL (A+B+C) 944.38 1,083.04

Note:


Solutions Limited

2. Above disclosures are made in accordance with Accounting Standard (AS) 18 "Related Parties" prescribed by the

Companies (Accounting Standards) Rules, 2006.

- 177 -

Annexure VII

Consolidated statement of long-term and short-term loans and advances and other current and non-current assets,

as restated


Particulars As at

31 March 2012

As at

30 September

2012

Long-term loans and advances (Unsecured, considered good)

Advances for capital goods 26.44 16.64

Rental deposits


- Directors - -

- Others 12.52 13.80

Other long-term advances 40.40 37.96

Other long-term deposits 4.50 11.60

Advance tax and tax deducted at source (net of provision for tax) 9.22 21.77

Total (A) 93.08 101.77

Other non-current assets

Balance in banks for margin money 19.09 21.09

Interest accrued from fixed deposits with banks - -

Total (B) 19.09 21.09

Short-term loans and advances (Unsecured, considered good)

Advances for supply of goods and rendering of services

- Promoters and group companies of promoters 22.55 35.54

- Directors 8.74 8.74

- Others 139.28 76.89

Other deposits


- Directors - -

- Others 1.29 13.78

Total (C) 171.86 134.95

-

Other current assets

Unbilled revenue 207.11 209.61

Total (D) 207.11 209.61

Total (A+B+C+D) 491.14 467.42

Note:


Solutions Limited

2. The list of persons/entities classified as 'Promoters' and 'Group Companies of Promoters' has been

determined by the Management and relied upon by auditors. The auditors have not performed any

procedures to determine whether this list is accurate or complete.

- 178 -

Annexure VIII

Consolidated statement of long-term and short-term borrowings, as restated


Particulars As at

31 March 2012

As at

30 September

2012

Long-term borrowings

- from banks and financial institutions 7.80 7.54

- from Technology Development Board (Refer note 2) 180.00 200.00

-from promoters and group companies of promoters - -

187.80 207.54

Short-term borrowings

- from banks and financial institutions 77.29 235.21

-from promoters and group companies of promoters - -

77.29 235.21

Current maturities of long term borrowings 4.73 2.35

Total 269.82 445.10

Note:


Solutions Limited.

2. The loan has been subsequently converted into equity on 6 December 2012

- 179 -

Annexure VIII (continued)

Details of secured borrowings outstanding as at 30 September 2012


SI.

No.

Name of the

lender

Nature of

borrowing

Amount

sanctioned

Amount

outstanding

Rate of

Interest

Date of

sanction

Repayment

terms

Prepayment

charges

Default

charges Security

1

Technology

Development

Board

Term loan 200.00 200.00 5.00% 24-May-

11

9 half yearly

instalments

The

Borrower

shall have

an option to

prepay the

entire

outstanding

principal

amount

along with

interest and

other

charges.

In the event

of any

default, over

and above

the

prescribed

rate of

interest, 10%

p.a will be

charged.

Hypothecation

of the movable

assets created

under the

project by way

of first

charge;

Corporate

Guarantee of

the company;

Irrevocable and

unconditional

personal

guarantees of

promoters and

directors

namely Sanjay

Vijayakumar and

Sony Joy;

Pledging of I

lakh equity

shares together

by the

company's

promoters and

directors namely

Sanjay

Vijayakumar and

Sony Joy in

favour of TDB.

2

Kotak

Mahindra

Bank

Vehicle

loan 5.75 2.04 BPLR

28-Feb-

11

36 unequal

monthly

instalments

maturing on

20

January2014

Charges

fixed by the

bank from

time to

time.

The bank is

entitled to

take

repossession

of the

hypothecated

vehicles.

Secured by way

of

hypothecation

of vehicle

acquired out of

the loan

proceeds.

3 ICICI Bank

Limited

Vehicle

loan

3.80 3.30 11.76% 24-Mar-

12

48 monthly

instalments

of ` 9,866

from 15

April 2012

to 15

February

2016

Charges

fixed by the

bank from

time to time

are binding

as advised

by the bank.

The bank is

entitled to

take

repossession

of the

hypothecated

vehicles.

Secured by way

of

hypothecation

of vehicles

acquired out of

the loan

proceeds.

3.80 3.30 11.75% 24-Mar-

12

48 monthly

instalments

of ` 9,866

from

15 April

2012 to

15 February

2016

- 180 -

SI.

No.

Name of the

lender

Nature of

borrowing

Amount

sanctioned

Amount

outstanding

Rate of

Interest

Date of

sanction

Repayment

terms

Prepayment

charges

Default

charges Security

4 TATA Motors

Finance Ltd.

Vehicle

loan 2.92 1.24 13.00%

16-Jul-

09

60

instalments

of EMI `

6,660

starting

from

16 July 2009

to

15 June

2014

Charges

fixed by the

bank from

time to time

are binding

as advised

by the bank.

The lender is

entitled to

take

repossession

of the

hypothecated

vehicles.

Secured by way

of

hypothecation

of vehicles

acquired out of

the loan

proceeds.

5

The Federal

Bank Limited

(Cash credit)

Cash

credit 200.00 197.67

Base

rate +

5.5%

27-Aug-

10 On demand

Not

specified in

the

agreement

Penal interest

as stipulated

by the bank

from time to

time will be

charged in

case of

default in

payment of

interest, non

submission of

stock

statements/

prescribed

returns or

defaults in

observing

any of the

terms and

conditions of

the advance

sanction.

1.

Hypothecation

of stock of

home/ kitchen

appliances and

book debts.

2. Equitable

mortgage of

1200 Sq.ft. at 7

A, 8th Floor,

Bhageeratha

Square,

Kacheripady,

Cochin ·18 in the

name of MobME

Wireless

Solution Pvt Ltd.

3. Additional

charge on

equitable

mortgage of

landed property

(95.44 Ares and

235.832 cents)

in Mararikulam

Village,

Alappuzha.

4) Guarantee of

Jose Thomas

Pattara,

Santhosh Kumar

K, East Venice

Developers Pvt

Ltd and MobME

Wireless

Solutions Pvt

Ltd.

- 181 -

SI.

No.

Name of the

lender

Nature of

borrowing

Amount

sanctioned

Amount

outstanding

Rate of

Interest

Date of

sanction

Repayment

terms

Prepayment

charges

Default

charges Security

6

State Bank of

India (Cash

credit)

Cash

credit 20.00 7.55

Base

rate +

3.5%

18-Aug-

11 On demand

Not

specified in

the

agreement

Penal interest

as stipulated

by the bank

from time to

time will be

charged in

case of

default in

payment of

interest, non

submission of

stock

statements/

prescribed

returns or

defaults in

observing

any of the

terms and

conditions of

the advance

sanction.

1.

Hypothecation

of stocks and

receivables.

2. Personal

guarantee of

Jose Thomas

Pattara and

Santhosh Kumar

K

7 IDBI

(Overdraft)

Overdraft

against

fixed

deposit

30.00 30.00 11.50% 17-Jun-

11

Repayable

on demand

Charges

fixed by the

bank from

time to time

are binding

as advised

by the bank.

In the event

of any

default, the

bank may

recover from

the

underlying

deposits.

On security of

fixed deposit of

` 50 lakhs

445.10

- 182 -

Annexure IX

Consolidated statement of current and non-current liabilities and long term and short term provisions, as restated


Particulars As at

31 March 2012

As at

30 September 2012


Long-term provisions

Gratuity 12.53 15.94

Total (A) 12.53 15.94

Current liabilities

Trade payables

Dues to micro and small enterprises - -

Dues to others 211.81 177.67

Total (B) 211.81 177.67

Other current liabilities and provisions

Current maturities of borrowings 4.73 2.35

Employee benefits payable 16.68 19.69

Withholding and other taxes payable 87.00 72.02

Interest accrued but not due on borrowings 3.15 7.69

Provision for expenses 5.83 22.89

Other payables 9.89 12.11

Total (C) 127.28 136.75

Short term provisions

Provision for income tax (net of advance tax) 5.79 0.14

Total (D) 5.79 0.14

TOTAL (A+B+C+D) 357.41 330.50

Note:

1. The figures disclosed above are based on the consolidated restated financial information of MobME Wireless

Solutions Limited.

- 183 -

Annexure X

Consolidated statement of share capital, as restated


Particulars As at

31 March 2012

As at

30 September 2012

Equity shares (Fully Paid)

Authorised 2,000,000 2,000,000

Issued, subscribed and paid-up 1,600,000 2,000,000

Reconciliation of number of shares:

Number of shares at the beginning of the year / period 1,600,000 1,600,000

Add: shares issued during the year / period

In cash - 270,146

Other than cash - 129,854

Number of shares at the closing of the year / period 1,600,000 2,000,000

Note:


Solutions Limited.

- 184 -

Annexure XI

Consolidated statement of reserves and surplus, as restated


Particulars As at

31 March 2012

As at

30 September 2012

Shares premium account (A)

Opening balance 143.86 143.86

Add: Received during the year / period - 29.87

Less: Utilized for issue of bonus shares - -

Total (A) 143.86 173.73

Surplus: statement of profit and loss (B)

Opening balance 643.05 1,156.97

Add: Net profit after tax transferred from

statement of profit and loss 513.92 194.76

Amount available for appropriation 1,156.97 1,351.73

Less: Utilized for issue of bonus shares - -

Less: Dividend - -

Less: Dividend distribution tax - -

Total (B) 1,156.97 1,351.73

Total (A+B) 1,300.83 1,525.46

Note:


Solutions Limited.

- 185 -

Annexure XII

Details of other income, as restated



31 March 2012

For the period from

1 April 2012 to

30 September 2012

Other income, as restated 57.22 1.37

Net profit before tax, as restated 739.75 254.26

Percentage 7.74% 0.54%

Sources of other income

Recurring

Interest - from banks 12.75 1.37

- -

Non-recurring - -

Profit on sale of fixed assets, net 0.18 -

Discount received - -

Profit on sale of investments (Refer Note 2) 44.05 -

Miscellaneous income 0.24 -

Total 57.22 1.37

Note:


Solutions Limited.

2. Includes profit on sale of investments in Innoz Technologies Private Limited - ` 35.67 lakhs and in

Commonwealth Inclusive Growth Services Limited - ` 8.38 lakhs .

- 186 -

Annexure XIII

Consolidated statement of dividend paid



31 March2012

For the period from

1 April 2012 to

30 September 2012

Number of fully paid equity shares 1,600,000 2,000,000

Equity share capital 160.00 200.00

Face value (`) 10 10

Rate of dividend % - -

Amount of dividend - -

Note:

1. The figures disclosed above are based on the restated consolidated financial information of MobME


- 187 -

Annexure XIV

Details of the list of related parties and nature of relationships


31 March 2012

For the period from

1 April 2012 to

30 September 2012

Subsidiary Forward Media Private Limited Forward Media Private Limited


Limited


Limited

Key management personnel Jose Thomas Pattara-

Director

Jose Thomas Pattara-

Director

Sanjay Vijaya Kumar-

Whole time director

Sanjay Vijaya Kumar-

Whole time director

Sony Joy - Chief Executive Officer Sony Joy - Chief Executive Officer

George Brody - Director George Brody - Director

Relatives of key management personnel Thomas Varghese Pattara Not applicable

Companies over which the key managerial

personnel and relatives have control/

significant influence (associates)

Canbo Electronics Private Limited Canbo Electronics Private Limited


Private Limited


Private Limited


Private Limited


Private Limited

Indian Telecom Innovation Hub Indian Telecom Innovation Hub


Limited


Limited


Private Limited


Private Limited

Note:

1. The figures disclosed above are based on the restated consolidated financial information of MobME


2. Above disclosures are made in accordance with Accounting Standard (AS) 18 "Related Parties" prescribed by


- 188 -


Disclosures of significant transactions with related parties


Particulars Entity

For the year

ended 31

March 2012

For the

period from

1 April 2012

to 30

September

2012

Purchase of goods Canbo Electronics Private Limited 93.40 89.86

Enterprise expenses Mobshare Mobile Systems India Private Limited 26.37 -

Subscription to shares Sanjay Vijaya Kumar - 16.57

Sony Joy - 7.77

Managerial remuneration Sanjay Vijaya Kumar 85.00 45.13

Sony Joy 85.00 27.54

Jose Thomas Pattara 16.50 9.00

- -

Advances given/(received) Jose Thomas Pattara 8.54 -

Thomas Varghese Pattara (15.00) -

Mobshare Mobile Systems India Private Limited 26.09 11.02

Mobile Express Private Limited - 0.29

Torque Technology Solutions Private Limited 0.09 -

Indian Telecom Innovation Hub 5.02 1.93

Odysseus Engineering Private Limited 0.25 (0.25)

- -

Loan repaid Jose Thomas Pattara 12.50 -

Notes:


Solutions Limited.



- 189 -


Details of related parties outstanding balances


Particulars Entity As at

31 March 2012

As at

30 September

2012

Current liabilities Canbo Electronics Private Limited 62.36 51.07

Torque Technology Solutions Private Limited 0.14 0.14

- -

Managerial remuneration

payable Sanjay Vijaya Kumar 5.89 5.89

Sony Joy 5.39 5.39

- -

Short term loans and

advances Jose Thomas Pattara 8.74 8.74

Mobshare Mobile Systems India Private

Limited 16.56 27.58

Mobile Express Private Limited - 0.29

Torque Technology Solutions Private Limited 0.42 0.42

Indian Telecom Innovation Hub 5.22 7.15

Odysseus Engineering Private Limited 0.25 -

Dimensions Mobile Solutions Private Limited 0.10 0.10

Note


Solutions Limited.



- 190 -

Annexure XV

Capitalisation statement


Particulars Pre-issue as at

30 September 2012 Post issue (refer note 2)

Short term debt 235.21 []

Long term debt (A) 207.54 []

Current maturities of long term borrowings 2.35 []

Total debt (B) 445.10 []

Shareholders’ funds

Share capital 200.00 []

Reserves and surplus 1,525.46 []

Total shareholders’ funds (C) 1,725.46 []

Long term debt/ shareholders’ funds (A/C) 0.12 []

Total debt/ shareholders’ funds (A/C) 0.26 []

Note


Solutions Limited.

2. The Company has converted the loan of ` 2,09,54,726 from TDB in to 1,16,416 Equity Shares on 6 December 2012

at a price of ` 180

- 191 -

Annexure XVI

Consolidated statement of accounting ratios


Particulars As at and for the year ended

31 March 2012

As at and for the period from

1 April 2012 to

30 September 2012

Net worth (A) 1,460.83 1,725.46

Net profit after tax, as restated (B) 513.92 194.76

Weighted average number of equity shares

outstanding during the year / period

For basic earnings per share (C) 1,600,000 1,943,169

For diluted earnings per share (D) 1,600,000 1,943,169

Earnings Per Share ` 10 each (refer note 4)

Basic earnings per share (`) (E = B/C) 32.12 10.02

Diluted earnings per share (`) (F = B/D) 32.12 10.02

Return on net worth (%) (G = B/A) (refer note 4) 35.18% 11.29%

Number of shares outstanding at the end of the year

/ period (H) 1,600,000 2,000,000

Net assets value per share of `10 each 91.30 86.27

Face value (`) 10 10

Notes:

1) The above ratios are calculated as under:

a) Earnings per share = Net profit after tax, as restated / weighted average number of shares outstanding

during the year/ period.

b) Return on net worth (%) = Net profit after tax, as restated / net worth as restated as at the end of year /

period.

c) Net asset value ( `) = Net worth as restated / Number of equity shares as at the end of year / period.

2) The figures disclosed above are based on the restated consolidated financial information of MobME Wireless

Solutions Limited.

3) Earning per shares (EPS) calculation is in accordance with Accounting Standard 20 "Earnings per share"

prescribed by the Companies (Accounting Standards) Rules, 2006.

4) The EPS and return on net worth for the three months period ended 30 September 2012 are not annualised.

- 192 -

Annexure XVII

Consolidated statement of other expenses


Particulars As at

31 March 2012

As at

30 September 2012

Enterprise expenses 74.41 34.45

Content Licensing Fee 165.83 32.98

Server hosting charges 77.43 27.13

Software licence fee 115.84 12.23

Other Expenses 338.24 281.21

771.75 388.00

Note:


Solutions Limited.

- 193 -

Annexure - XVII

Consolidated statement of tax shelter


Particulars For the year ended 31

March 2012


April 2012 to 30

September 2012

A Profit before tax 739.75 254.26

Less: long term capital gains considered separately (35.66) -

Profit eligible for normal income tax rates 704.09 254.26

B Tax rates (including surcharge and education cess) applicable

Income tax rates 30.00% 30.00%

Minimum Alternate Tax 18.50% 18.50%

Special tax rate on long term capital gain (before indexing) 20.00% -

C Tax at notional rates

Chargeable at Normal Rate 211.23 76.28

Notional capital gains tax 7.13 -

Total 218.36 76.28

D Permanent differences

Deduction under section 35(2AB) for R & D Expenditure (122.83) (85.98)

Disallowance under section 37 of Income Tax Act 1961 - 0.03

Total Permanent differences (122.83) (85.95)

E Temporary differences

Difference between book depreciation and tax depreciation 24.89 14.83

Preliminary expense 0.42 -

Deduction under section 43B of the Income Tax Act, 1961 12.63 4.15

(Profit) / loss on sale of assets (0.18) -

Loss of subsidiary 38.52 20.51

Disallowance of loss making subsidiary (17.00) 0.01

Others (0.02) (3.20)

Total Temporary differences 59.26 36.30

F Total differences (D+E) (63.57) (49.65)

G Tax Expenses / (Saving) thereon (F X B ) (19.07) (14.90)

H Total Tax (C+G) 199.29 61.38

I Minimum Alternate Tax

Book Profit 739.75 254.26

Adjustment for unabsorbed depreciation/business loss - -

- 194 -

Particulars For the year ended 31

March 2012


April 2012 to 30

September 2012

Adjustment for loss making subsidiary 38.52 20.51

Adjusted book profit for MAT 778.27 274.77

Tax liability as per MAT 143.98 50.83

J Tax liability being higher of H or I 199.29 61.38

Surcharge & Cess 16.24 5.00

Interest under Sec 234B & C - -

K Tax effect on restatements 13.85 50.06

Provision for current tax as per books of accounts (J+K) 229.38 116.44

Notes

1. The aforesaid consolidated statement of tax shelters is based on the profits/loss as per the Restated

consolidated Summary Statement.

2. The above tax adjustments have been considered based on the information from Income tax computations

filed with the tax returns for the previous year 2007-08, 2008-09, 2009-10, 2010-11, 2011-12. The figures for

the six months period ended 30 September 2012 are based on the provisional computation of total income

prepared by the Company and are subject to any changes that may be considered at the time of final filing of

the return of income for the year ending 31 March 2013.

- 195 -

FINANCIAL INDEBTEDNESS

As on January 15, 2013, our Company and its Subsidiaries have outstanding secured and unsecured borrowings of

approximately ` 454.69 lacs. A summary of such outstanding secured and unsecured borrowings together with a brief

description of certain significant terms of such financing arrangements are as under:

Set forth below is a brief summary of the outstanding secured and unsecured borrowings of our Company:

Name of

the

lender

Nature and date of the

agreement

Amount

sanctioned

(In `)

Amount

outstanding on

January

15,2013

(In `)

Security

Repayment

terms and

prepayment

charges

Rate of

interest

Working Capital Loans

IDBI Bank

Limited

Overdraft facility through

sanction letter dated

November 20, 2012

30 lacs 30.58 lacs Fixed deposit account

no. 0046106000042112

Repayment

terms:

Repayable on

demand

Prepayment

charges:

Charges fixed by

the bank from

time to time is

binding as

advised by the

bank.

11.50%

Vehicle Loans

ICICI Bank

Limited

Acknowledgement form

dated March 24, 2012 for

grant of vehicle loan

applied through

application form no.

19179586

3.80 lacs 3.30 lacs Hypothecation on

vehicle acquired out of

loan proceeds

Repayment

terms:

Repayable in

one advance

installment and

forty seven

monthly

installments of `

.9865 lacs each

Prepayment

charges:

Charges fixed by

the bank from

time to time is

binding as

advised by the

bank.

11.75%

ICICI Bank

Limited

Acknowledgement form

dated March 24, 2012 for

grant of vehicle loan

applied through

application form no.

19179848



loan proceeds

Repayment

terms:

Repayable in

one advance

installment and

forty seven

monthly

installments of `

.9865 lacs each

11.75%

- 196 -

Name of

the

lender

Nature and date of the

agreement

Amount

sanctioned

(In `)

Amount

outstanding on

January

15,2013

(In `)

Security

Repayment

terms and

prepayment

charges

Rate of

interest

Prepayment

charges:

Charges fixed by

the bank from

time to time is

binding as

advised by the

bank.

Tata

Motors

Finance

Limited

Loan cum hypothecation

cum guarantee

agreement dated July 16,

2009



loan proceeds

Repayment

terms:

Repayable in 60

monthly

installments of `

6660 each

Prepayment

charges:

Charges fixed by

the bank from

time to time is

binding as

advised by the

bank.

13.00%

Details of outstanding secured and unsecured borrowings availed by the Subsidiaries

Name of the

lender

Nature and date

of the agreement

Amount

sanctioned

(In `)

Amount

outstanding on

January 15,

2013 (In `)

Security

Repayment

terms and

prepayment

charges

Rate of

interest

(a) Forward Media Private Limited

Mobme

Wireless

Limited

As per Board

minutes dated

December 14,

2012

88.96 lacs 88.96 lacs N.A. Repayment

terms:

N.A.

Prepayment

charges:

N.A.

0.00%

(b) Getz Shoppe and Exim Private Limited

Mobme

Wireless

Solutions

Limited

As per Board

minutes dated

December 14,

2012

190.00 lacs 190.00 lacs N.A. Repayment

terms:

N.A.

Prepayment

charges:

N.A.

0.00%

State Bank of

India

Cash credit

facility,

12.00 lacs 4.60 lacs Primary security-

Repayment

terms:

13.50%

- 197 -

Name of the

lender

Nature and date

of the agreement

Amount

sanctioned

(In `)

Amount

outstanding on

January 15,

2013 (In `)

Security

Repayment

terms and

prepayment

charges

Rate of

interest

August 18, 2011 100% hypothecation of

stocks and receivables

Collateral security-

Personal guarantee of

Mr. Jose Thomas

Pattara and Mr. Santosh

Kumar K.

Repayable on

demand

Prepayment

charges:

N.A.

State Bank of

India

Cash credit

facility,

August 18, 2011

8.00 lacs 1.99 lacs as on

January 11,

2013

Primary security-

100% hypothecation of

stocks and receivables

Collateral security-

Personal guarantee of

Mr. Jose Thomas

Pattara and Mr. Santosh

Kumar K.

Repayment

terms:

Repayable on

demand

Prepayment

charges:

N.A.

13.50%

Federal Bank

Limited

Cash credit

Cash credit

facility,

July 27, 2012

200 lacs 129.39 lacs Primary security

Hypothecation of stock

of home/ kitchen

appliance and book

debts.

Collateral security

Additional charge on

equated mortgage of

95.44 acres landed

property in

Mararikulam village,

Cherthallataluk,

Aplappuzha district in

the name of East Venice

Property Developers

Private Limited, already

charged to the credit

facilities sanctioned to

Canbo Electronics

Private Limited

Equated mortgage of

1200 square feet at 7A,

8th

floor, Bhagheeratha

Square, Banerji Road,

Kacheripady, Kochi 18 in

the name of Our

Company

Repayment

terms:

Repayable on

demand

Prepayment

charges:

N.A.

15.95%

- 198 -

Name of the

lender

Nature and date

of the agreement

Amount

sanctioned

(In `)

Amount

outstanding on

January 15,

2013 (In `)

Security

Repayment

terms and

prepayment

charges

Rate of

interest

Vehicle Loan(s)

Kotak

Mahindra

Commercial

vehicle loan cum

guarantee

agreement dated

February 28, 2011

vide agreement

no. CV- 2241057

5.75lacs, 1.33 lacs Hypothecation and

charge on the vehicle

Repayable in 36

monthly

instalments of `

23760 each

BPLR

- 199 -

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations is based upon, and should be

read in conjunction with, our restated unconsolidated financial statements for the Financial Years 2009, 2010, 2011

and 2012 and the six months period ended September 30, 2012 and our restated consolidated financial statements for

the Financial Year 2012 and the six months period ended September 30, 2012, including the notes thereto and the

reports thereon, on page 124 of the Draft Red Herring Prospectus. These financial statements are based on our audited

unconsolidated and audited consolidated financial statements and are restated in accordance with paragraph B(1) of

Part II of Schedule II of the Companies Act and the SEBI ICDR Regulations. Our restated unconsolidated and restated

consolidated financial statements are prepared in accordance with Indian GAAP, as issued by ICAI and the relevant

provisions of the Companies Act. Our Financial Year ends on March 31 of each year. Accordingly, all references to a

particular Financial Year are to the twelve months period ended March 31 of that year. Results for the six months

period ended September 30, 2012 are not representative of results for the full year.

These restated financial statements have been prepared on a basis that differs in certain material respects from

generally accepted accounting principles in other jurisdictions, including U.S. GAAP and IFRS. We have not attempted

to quantify the impact of IFRS or U.S. GAAP on the financial data included in the Draft Red Herring Prospectus, nor do

we provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS. Accordingly, the degree to which

the Indian GAAP financial statements included in the Draft Red Herring Prospectus will provide meaningful information

is entirely dependent on the reader’s level of familiarity with Indian GAAP, the Companies Act, and the SEBI ICDR

Regulations.

The following discussion and analysis contains forward-looking statements and reflects our management’s current

view with respect to future events that involve risks and uncertainties. Actual results may differ materially from those

anticipated in the sections titled “Forward Looking Statements” and “Risk Factors” on page xi and page x, respectively

of the Draft Red Herring Prospectus.

Forward Media Private Limited and Getz Shoppe & Exim Private Limited were not subsidiaries of our Company as of

March 31, 2011, March 31, 2010 and March 31, 2009 respectively. On October 10, 2011 our Company acquired 8,000

equity shares of ` 10 each invested in Forward Media Private Limited and on March 31, 2012 our Company acquired

40,000 equity shares of ` 100 each in Getz Shoppe & Exim Private Limited. Pursuant to this allotment, the

shareholding of our Company was at 80% of the paid-up capital of the respective companies, as a result, Forward

Media Private Limited and Getz Shoppe & Exim Private Limited became the subsidiaries of our Company. Accordingly,

the Company has consolidated its financial statements with its subsidiaries for the year ended March 31, 2012 and for

the six months period ended September 30, 2012.

OVERVIEW1




over text, voice and data to TSPs and their subscribers; and (ii) Enterprise solutions segment providing customized



subsidiaries Getz Shoppe & Exim Private Limited and Forward Media Private Limited. Getz Shoppe &Exim Private



In the VAS segment, our products and services are classified into two parts- (i) network VAS and (ii) consumer VAS.


for TSPs.

In the Enterprise solutions segment, we provide hosted solutions and technology consulting ranging from general


1 Overview taken from ‘Our Business’ chapter of the DRHP, which was sent today (Jan 28, 2013)

- 200 -




the year 2012

Further, with the synergies of our experience and expertise in the VAS and Enterprise domains, we are currently

putting together a mobile identity ecosystem, Mobile Express, which uses mobile digital signatures to allow its users

to digitally authenticate numerous transactions thereby allowing the mass adoption of Mobile Digital Signature

technology in India. We have recently enrolled as a GSM associate-member and also as a mobile identity working

group member.

Our unconsolidated total income was `2,310.09 lacs for the Financial year ended March 31, 2012 and has grown at a




SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following factors have a significant effect on our financial condition and results of operations:

Our ability to retain skilled personnel

The results of our operations depend to a large extent on our core management team which oversees the day to day

operations, strategy and growth of our business. Our ability to hire and retain the continued service of our skilled

technical personnel who have specific product knowledge, understand the services we offer and can perform

continued improvements and innovation to the products we offer our clients. In view of our continuous efforts to

grow our business and maintain client relationships, our core team formulates and operationalizes an integral part of

our strategy. If one or more members of our core team are unable or unwilling to continue in their present positions,

such persons may be difficult to replace and our business, prospects, financial condition and results of operations

could be adversely affected. There is significant competition for management and other skilled personnel in our

industry.

Operating expenses

Our business operations are labour-intensive and employee benefits expenses comprise our largest expense. The

specialised skills we require can be difficult and time consuming to acquire, train and develop and, as a result, these

skills are often in short supply. We had 126 employees as of December 31, 2012 and our employee benefits expenses

were 39.80%, 31.09%, 18.86%, 30.8% and 39.15% of our total income for Financial Years ended 2009, 2010, 2011,

2012 and the six months period ending September 30, 2012 respectively.. Our success in retaining and hiring

employees to suit our business needs, implementation of other productivity measures in relation to employees and

managing the inflation in employees’ wages affects our results of operations. Please see “Our Business – Employees”

on page 67, of the Draft Red Herring Prospectus for further details. We expect our employee benefit expenses to

increase in the future as we hire additional employees and increase our expenditure on staff welfare and other

benefits.

Change in technology and our ability to innovate and develop new products, services and deliverables

Our business depends on developing and providing innovative products and solutions for our consumers and

enterprise customers. Our business is a human skill and technology driven business. Furthermore, some of our

products are aimed at providing our customers with a secure environment to conduct their transactions online, either

through the mobile or via the internet. While the technology we deploy uses varied measures to ensure that the

security of our customers is not compromised, we may not be able to stop all threats that may be made. In addition,

due to the nature of the market in which we operate, we are required to update our products on an ongoing basis and

release new versions from time to time. We need to continuously invest in research and development to develop

differentiated products and solutions for our customers. Our products and solutions could also be rapidly rendered

obsolete by the introduction of newer technologies. Unexpected technical, operational, deployment, distribution or

- 201 -

other problems could delay or prevent the timely introduction of new products and solutions, which could result in a

loss of market opportunities.

Competition

Our Company primarily faces competition from telecom service companies like OnMobile Global Limited, One97

Communications Limited, Spice Digital Limited, Comviva Technologies Limited in the VAS segment and ValueFirst

Digital Media Private Limited, Spice Digital Limited in the enterprise segment, amongst others.

CRITICAL ACCOUNTING POLICIES

Only our key accounting policies that are relevant and specific to our business and operations are described below.

For details on our significant accounting policies, see “Financial Statements– Statement of Significant Accounting

Policies” on page 167 of the Draft Red Herring Prospectus.

Basis of preparation

The restated summary statements have been prepared in accordance with GAAP in India and presented under the

historical cost convention, on the accrual basis of accounting and comply with the mandatory AS prescribed in the

Companies (Accounting Standard) Rules 2006 and other pronouncements of the ICAI. The restated summary

statements are presented in Indian rupees.

Use of estimates

The preparation of restated summary statements in conformity GAAP in India requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent

liabilities on the date of the financial statements and the results of operations during the reporting year end. Actual

results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current

and future periods.

Tangible and intangible fixed assets









Depreciation and amortisation



Based on an evaluation of the useful lives of fixed assets carried out by the management, management has

determined that the depreciation rates specified in Schedule XIV to the Companies Act reflect the appropriate useful

life of the assets.

Pro-rata depreciation is provided on all fixed assets purchased and sold during the year. Assets individually costing `




- 202 -

Impairment














Investments

Long term investments are carried out at cost less any other than temporary diminution in value, determined



Revenue recognition





are recorded in the year in which such losses become probable based on the current contract estimates.


earnings.

Revenues are stated net of discounts, expenses billed to customers and any applicable duties or taxes. Excise duty in

not applicable to the activities of the Company.



Foreign currency transactions








Employee benefits



basis.

- 203 -

Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance sheet date, carried out


on an actuarial valuation using the projected unit credit method, which recognises each and period of service as giving

rise to an additional units of employee benefit entitlement and measures each unit separately to build up the final

obligation.



Taxation


Company in India. MAT paid in accordance with the tax laws, which give rise to future economic benefits in the form

of tax credit against future income tax liability, is recognised in the balance sheet if there is convincing evidence that

the Company will pay normal tax in subsequent years and the resultant assets can be measured reliably.





if there is virtual certainty of realisation of such assets. Deferred tax assets/liabilities are reviewed at each balance

sheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as the case may

be) to be realised.


enforceable right to setoff and management intends to settle the asset and liability on a net basis.

Tax expense also comprises FBT for the period until March 31, 2009. Provision for FBT until March 31, 2009 is made in

accordance with the provisions of Income Tax Act, 1961 and the guidance note on FBT issued by ICAI. Effective April 1,

2009, the provisions of FBT have been withdrawn.

Earnings per share


shareholders for the year/period by the weighted average number of equity shares outstanding during the year.

Leases

Lease where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item, are



Provisions and contingent liabilities










- 204 -

Cash flow statement





DESCRIPTION OF PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE AND RESULTS OF OPERATIONS

For the Financial Years ended March 31, 2009, 2010, 2011 and 2012 and the six months period ended September 30,

2012 our restated unconsolidated net profit/loss after tax was a loss of 2.45%, and profit of 20.49%, 34.92%, 24.23%

and 20.23% respectively; and for the Financial Year ended March 31, 2012 and the six months period ended

September 30, 2012, our restated consolidated profit after tax was 22.20% and 8.52% respectively. For the Financial

Years ended March 31, 2009, 2010, 2011 and 2012 and the six months period ended September 30, 2012 our restated

unconsolidated net profit/loss before tax on total income was a loss of 2.98)%, and profit of 24.25%, 51.20%, 33.69%

and 26% respectively; and for the Financial Year ended March 31, 2012 and the six months period ended September

30, 2012 our restated consolidated net profit before tax on total income was 11.12% and 31.96% respectively. For the

Financial Years ended March 31, 2009, 2010, 2011 and 2012 and the six months period ended September 30, 2012 our

restated unconsolidated return on equity was (2.62%), and profits of 29.55%, 71.37%, 37.15% and 11.95%

respectively; and for the Financial Year ended March 31, 2012 and the six months period ended September 30, 2012,

our restated consolidated return on equity was 35.18% and 11.29% respectively.

Income and Expenses

Income

Our total income comprises income from operations and other income.

The following table sets forth Income data from our restated unconsolidated financial statement for the Financial

Years ended March 31, 2009, 2010, 2011 and 2012 and for the six months period ended September 30, 2012, the

components of which are also expressed as a percentage of total income for such periods.

(Unconsolidated) (` lacs)

Particulars

For the six months period ended September 30, For the Financial Year ended March 31

2012 2012 2011 2010 2009

Amount

% of

total

income

Amount

% of

total

Income

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

Income

Income

Income from services 1049.74 99.87 2252.87 97.53 1932.75 99.87 373.39 99.87 133.36 99.95

Other income 1.37 0.13 57.22 2.47 2.44 0.13 0.50 0.13 0.07 0.05

Total income (A) 1051.11 100 2310.09 100 1935.19 100 373.89 100 133.43 100

The following table sets forth income data from our restated consolidated financial statement for the Financial Year

ended March 31, 2012 and for the six months period ended September 30, 2012, the components of which are also

expressed as a percentage of total income for such periods.

(Consolidated (`lacs)

Particulars

For the six months period ended September

30, 2012

For the Financial Year ended March

31, 2012

Amount % of total Income Amount % of total Income

Income

Income from services and sale of goods 2284.60 99.94 2257.23 97.53

Other income 1.37 0.06 57.22 2.47

Total income (A) 2285.97 100 2314.45 100

Income

- 205 -

Our income consists of income from operations and other income.

A. Income from operations

Our consolidated income from operations comprises income from (i) VAS; (ii) enterprise; and (iii) sale of goods. VAS

primarily includes income from our platform “Zulo”, “Picture Post” and “India Tweets”. Enterprise income primarily

includes income from “M-Governance Projects”, “Fastalerts” and “Bulk Voice”. Sale of goods income comprises

income from the trading operations of our subsidiary, Getz Shoppe & Exim Private Limited.

B. Other income

Other income consists of income from (i) interest on fixed deposits; (ii) sale of fixed assets; and (iii) sale of

investments.

Expenses

The following table sets forth expenses and tax data from our restated unconsolidated financial statement for the

Financial Years ended March 31, 2009, 2010, 2011, 2012 and for the six months period ended September 30, 2012,

the components of which are also expressed as a percentage of total expenses and tax for such periods.

(Unconsolidated) (`lacs)

Particulars

For the six

months period

ended

September 30,

For the Financial Year ended March 31,

2012 2012 2011 2010 2009

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

income

Amount

%of

total

Income

Expenditure

Employee benefits 411.55 39.15 711.55 30.80 364.89 18.86 116.25 31.09 53.10 39.80

Other expenses 306.54 29.16 752.91 32.59 536.28 27.71 140.93 37.69 71.89 53.88

Finance charges 7.00 0.67 5.13 0.22 5.78 0.30 0.16 0.04 0.52 0.39

Depreciation and amortisation 52.73 5.02 62.23 2.69 37.42 1.93 25.87 6.92 11.90 8.92

Total expenditure (B) 777.82 74.00 1531.82 66.31 944.37 48.80 283.21 75.75 137.41 102.98

Net profit before tax (C) =(A) –(B) 273.29 26.00 778.27 33.69 990.82 51.20 90.68 24.25 (3.98) (2.98)

Provision for tax

Current tax/MAT (116.30) (11.06) (229.38) (9.93) (245.08) (12.66) (10.47) (2.80) - -

FBT - - - - - - - - (0.76) (0.57)

Deferred tax (charge)/ benefit 56.97 5.42 10.85 0.47 (69.96) (3.62) (3.60) (0.96) 1.47 1.10

Total provision for tax (59.33) (5.64) (218.53) (9.46) (315.04) (16.28) (14.07) (3.76) 0.71 0.53

Restated net profit after tax 213.96 20.36 559.74 24.23 675.78 34.92 76.61 20.49 (3.27) (2.45)

The following table sets forth expenses and tax data from our restated consolidated financial statement for Financial

Year ended March 31, 2012 and for the six months period ended September 30, 2012, the components of which are

also expressed as a percentage of total expenses and tax for such periods.

(Consolidated) (`lacs)

Particulars

For the six months period

ended September 30, 2012

For the Financial Year

ended March 31, 2012

Amount % of total

Income Amount

% of total

Income

Expenditure

- 206 -

Particulars

For the six months period


For the Financial Year

ended March 31, 2012

Amount % of total

Income Amount

% of total

Income

Cost of goods sold 1126.93 49.30 - -

Employee benefits 447.13 19.56 718.59 31.05

Other expenses 388.00 16.97 771.75 33.35

Finance charges 16.04 0.70 5.13 0.22

Depreciation, amortisation and impairment expenses 53.61 2.35 79.23 3.42

Total expenditure (B) 2031.71 88.88 1574.70 68.04

Net profit before tax (C) = (A) – (B) 254.26 11.12 739.75 31.96

Provision for tax

Current tax (116.44) (5.09) (229.38) (10.09)

Deferred tax expense 56.97 2.49 3.55 0.15

Total provision for tax (59.47) (2.60) (225.83) (9.76)

Net profit after tax before minority interest 194.79 8.52 513.92 22.20

Share of minority interest 0.03 0.00 - -

Restated net profit after tax 194.76 8.52 513.92 22.20

Expenses

Cost of goods sold

Cost of goods sold primarily comprises expenses from the trading operations of our subsidiary, Getz Shoppe & Exim

Private Limited.

Employees benefit

Employees’ benefit primarily includes expenses from provisions for employees’ salaries, incentives, contribution to

provident and other funds, gratuity and superannuation.

Other expenses

Other expenses primarily includes enterprise-related expenses, VAS-related expenses, “M-Governance”-related

expenses, “Picture Post”-related expenses, “Fastalerts” expenses, server hosting charges, Software License Fees,

electricity, power and fuel, rent, repair and maintenance, rates and taxes and other expenses.

Finance charges

Finance charges primarily include interest on loans, and charges levied by the scheduled commercial banks and public

financial institutions.

Depreciation, amortisation and impairment

Depreciation is provided at WDV Method at the rates specified in Schedule VI of the Companies Act. Leasehold

premises are amortized over the unexpired lease period.

The intangible assets are amortised using the straight line method over their respective estimated useful lives.

Taxation

- 207 -

Our Company’s provision for taxation comprises current tax/minimum alternate tax, FBT and deferred tax. For further

details, please see “Statement of Tax Benefits” on page 48 of the Draft Red Herring Prospectus.

Results of Operations

Six months period ended September 30, 2012 (Consolidated)

We have provided our consolidated results of operations for the six months period ended September 30, 2012

without including the corresponding period in the prior year’s financial statements or analysis, and such interim

financial information may therefore be of limited use.

Our results of operations for the six months period ended September 30, 2012 were particularly affected by the

following factors:

General downturn in the telecom industry;

Increase penetration in the mobile internet, which reduced the demand for existing consumer VAS products;

Company’s implementation of its strategy to diversify into the development of Mobile Digital Signature

technology; and

Getz Shoppe & Exim Private Limited, a trading company became our subsidiary on March 31, 2012.

Total income: Our total income was ` 2285.97 lacs for the six months period ended September 30, 2012 consisting of

income from operations and other income.

Income from operations: Our income from operation was ` 2284.60 lacs for the six month period ended September

30, 2012, primarily consisting of (i) income from sale of goods of Getz Shoppe & Exim Private Limited ` 1214.12 lacs;

(ii) income from VAS of ` 962.74 lacs; and (iii) income from enterprise of ` 87 lacs.

Other income: Our other income was ` 1.37 lacs for the six months period ended September 30, 2012.

Total expenditure: Our total expenditure was ` 2031.71 lacs for the six months period ended September 30, 2012,

consisting of cost of goods sold, employee benefit expenses, other expenses, finance charges and depreciation,

amortization and impairment.

Cost of goods sold: Our cost of goods sold was ` 1126.93 lacs for the six months period ended September 30, 2012,

primarily consisting of purchase of goods by our subsidiary Getz Shoppe & Exim Private Limited.

Employee benefits: Our employee benefit expenses were ` 447.13 lacs for the six months period ended September 30,

2012, consisting of salaries, provident fund, gratuity and other expenses.

Other expenses: Our other expenses were ` 388.00 lacs for the six months period ended September 30, 2012,

primarily consisting of enterprise expenses of ` 34.45 lacs, expense of ` 32.98 lacs for “Airtel Picture Post”, server

hosting charges of ` 27.13 lacs, in connection with the use of the server related software owned by Net-Force ApS

(“Software License Fee”) of `12.23 lacs and other expenses of `281.21 lacs.

Finance charges: Our finance charges were ` 16.04 lacs for the six months period ended September 30, 2012,

primarily as a result of interest on loan taken by Getz Shoppe & Exim Private Limited and interest on working capital

loan taken by our Company.

Depreciation, amortisation and impairment: Our depreciation, amortisaton and impairment expenses were ` 53.61

lacs for the six months period ended September 30, 2012 primarily due to depreciation charge on tangible and

intangible assets.

Provision for tax: Our provision for taxation was ` 59.47 lacs for the six months period ended September 30, 2012,

primarily as a result of a provision for current tax of ` 116.44 lacs and a deferred tax benefit of ` 56.97 lacs. Our

provision for taxation for the six months period ended September 30, 2012 constituted 2.60% of our total income as

compared with 9.76 % of our total income for the Financial Year ended March 31, 2012.

- 208 -

Adjustment on account of restatement: Our adjustment on account of restatement was `102.16 lacs for the six

months period ended September 30, 2012, represents, reversal of certain income from operations pertaining to the

earlier year’s accounted during the period.

Net profit after tax, as restated: As a result of the above, our net profit after taxation was `194.76 lacs, representing

8.52% of our total income from operations, for the six months period ended September 30, 2012.

Financial Year 2012 (Consolidated)

Our result of operations for the Financial Year ended march 31, 2012 was particularly affected by the following

factors:

Venturing into several new telecom circles in VAS across India; and

Increase in range of product offerings including “India Tweets”, “Photo Alerts”, “Fun Zone”, video blogs and

“Cricket on Demand”.

Total income: Our total income was `2314.45 lacs for the Financial Year ended March 31, 2012 consisting of income

from operations and other income.

Income from operations: Our income from operation was ` 2257.23 lacs for the Financial Year ended March 31, 2012,

primarily consisting of (i) income from VAS of ` 1913.61 lacs primarily consisting of “Picture Post” and “India Tweets”

contributing 36% and 22% of total VAS income respectively; and (iii) income from enterprise of ` 339.26 lacs.

Other income: Our other income was `57.22 lacs, for the Financial Year ended March 31, 2012, primarily as a result of

sale of investments in Commonwealth Inclusive Growth Services Limited and Innoz Technologies Private limited,

which was 76.98% of other income and interest on fixed deposit which was 22.28% of other income for the Financial

Year ended March 31, 2012.

Total expenditure: Our total expenditure was ` 1574.70 lacs, for the Financial Year ended March 31, 2012 consisting

of employee benefit expenses, other expenses, finance charges and depreciation, amortization and impairment.

Employee benefits: Our employee benefit expenses were ` 718.59 lacs for the Financial Year ended March 31, 2012,

consisting of salaries, incentives, provident fund, gratuity and other expenses.

Other expenses: Our other expenses were ` 771.75 lacs for the Financial Year ended March 31, 2012, primarily

consisting of “Picture Post” expenses of ` 165.83 lacs, Software License Fee of ` 115.84 lacs, server hosting charges of

` 77.43 lacs, enterprise expenses of ` 74.41 lacs and other expenses of ` 338.24 lacs.

Finance charges. Our finance charges were ` 5.13 lacs for the Financial Year ended March 31, 2012, primarily as a

result of interest on working capital loan taken by our Company.

Depreciation, amortisation and impairment: Our depreciation, amortisaton and impairment expenses were ` 79.23

lacs for the Financial Year ended March 31, 2012, primarily due to depreciation charge on tangible and intangible

assets and impairment of assets.

Provision for tax: Our provision for taxation was ` 225.83 lacs for the Financial Year ended March 31, 2012, primarily

as a result of a provision for current tax of ` 229.38 lacs and a deferred tax benefit of ` 3.55 lacs. Our provision for

taxation for the Financial Year ended March 31, 2012 constituted 9.76 % of our total income for the Financial Year

ended March 31, 2012.

Adjustment on account of restatement: Our adjustment on account of restatement was ` 28.83 lacs for the Financial

Year ended March 31, 2012, consisting of adjustments made on account of unbilled income from operations, non-

inclusion pre-operating expenses for the fifteen months period ended March 31, 2008, gratuity which had not been

accounted for prior years as per actuarial valuation and non-inclusion of prior income for accounting in the Financial

Year ended, March 31, 2012.

- 209 -

Net profit after tax, as restated: As a result of the above, our net profit after taxation was ` 513.92 lacs, representing

22.20 % of our total income from operations, for the Financial Year ended March 31, 2012.

Six months period ended September 30, 2012 (Unconsolidated)

We have provided our unconsolidated results of operations for the six months period ended September 30, 2012

without including the corresponding period in the prior year’s financial statements or analysis, and such interim

financial information may therefore be of limited use.

Our results of operations for the six months period ended September 30, 2012 were particularly affected by the

following factors:

General downturn in the telecom industry;

Increase penetration in the mobile internet, which reduced the demand for existing consumer VAS products;

and

Company’s implementation of its strategy to diversify into the development of mobile digital signature.

Total income: Our total income was ` 1051.11 lacs for the six months period ended September 30, 2012 consisting of


Income from operations: Our income from operation was ` 1,049.74 lacs for the six month period ended September

30, 2012, primarily consisting of (i) income from VAS of ` 962.74 lacs; and (ii) income from enterprise of ` 87 lacs.

Other income: Our other income was `1.37 lacs for the six months period ended September 30, 2012.

Total expenditure: Our total expenditure was `777.82 lacs for the six months period ended September 30, 2012,

consisting of employee benefit expenses, other expenses, finance charges and depreciation and amortization.

Employee benefits: Our employee benefit expenses were ` 411.55 lacs for the six months period ended September 30,

2012, consisting of salaries, provident fund, gratuity and other expenses.

Other expenses: Our other expenses were `306.54 lacs for the six months period ended September 30, 2012, primarily

consisting of (i) enterprise expenses; (ii) “Picture Post” expense; and (iii) Software License Fee.

Finance charges: Our finance charges were `7.00 lacs for the six months period ended September 30, 2012, primarily

as a result of interest on working capital loan taken by our Company.

Depreciation and amortisation: Our depreciation and amortisaton expenses were `52.73 lacs for the six months

period ended September 30, 2012, primarily due to depreciation on tangible and intangible assets.

Provision for tax: Our provision for taxation was ` 59.33 lacs for the six months period ended September 30, 2012,

primarily as a result of a provision for current tax of ` 116.3 lacs and deferred tax benefit of ` 56.97 lacs. Our provision

for taxation for the six months period ended September 30, 2012 constituted 5.64 % of our total income as compared

with 9.46 % of our total income for the Financial Year ended March 31, 2012.

Adjustment on account of restatement: Our adjustment on account of restatement was `102.16 lacs for the six

months period ended September 30, 2012, represents, reversal of certain income from operations pertaining to the

earlier year`s accounted during the period.

Net profit after tax, as restated: As a result of the above, our net profit after taxation was ` 213.96 lacs, representing

20.36% of our total income, for the six months period ended September 30, 2012.

Financial Year 2012 compared to Financial Year 2011(Unconsolidated)

Our results of operations for the Financial Year ended March 31, 2012 were particularly affected by the following

factors:

Venturing into several new telecom circles in VAS across India; and

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Increase in range of products for TSPs including “India Tweets”, “Photo Alerts”, “Fun Zone”, video blogs and

“Cricket on demand.”

Total income: Our total income increased by 19.37% to ` 2310.09 lacs for the Financial Year ended March 31, 2012

from ` 1935.19 lacs in comparison to the Financial Year ended March 31, 2011, as a result of an increase in both


Income from operations: Our income from operations increased by 16.56% to ‘ 2252.87 lacs for the Financial Year

ended March 31, 2012 from ` 1932.75 lacs in comparison to the Financial Year ended March 31, 2011, as a result of

increase in the income from VAS by 18.28 % to ` 1913.61 lacs primarily consisting of “Picture Post” and “India Tweets”

contributing 36% and 22% of total VAS income respectively for the Financial Year ended March 31, 2012 from `

1617.88 lacs in comparison to the Financial Year ended March 31, 2011 and income from enterprise increased by 7.75

% to ` 339.26 lacs for the Financial Year ended March 31, 2012 from ` 314.87 lacs in comparison to the Financial Year


Other income: Our other income increased by 2245.08% to `57.22 lacs for the Financial Year ended March 31, 2012

from `2.44 lacs in comparison to the Financial Year ended March 31, 2011, primarily as a result of sale of investments

of Commonwealth Inclusive Growth Services Limited and Innoz Technologies Private Limited, which was 76.98% of

other income and interest on fixed deposit which was 22.28% of other income for the Financial Year ended March 31,

2012.

Total expenditure: Our total expenditure increased by 62.21% to ` 1531.82 lacs for the Financial Year ended March

31, 2012 from ` 944.37 lacs in comparison to the Financial Year ended March 31, 2011, as a result of increase in the

employee benefit expenses, other expenses and depreciation and amortization.

Employee benefits: Our employee benefit expenses increased by 95.01% to` 711.55 lacs for the Financial Year ended

March 31, 2012 from `364.89 lacs in comparison to the Financial Year ended March 31, 2011, as a result of increase

in salaries by 50.66% to `430.08 lacs for the Financial Year ended March 31, 2012 from ` 285.45 lacs in comparison to

the Financial Year ended March 31, 2011 and an increase in incentives by 221.45% to `192.38 lacs for the Financial

Year ended March 31, 2012 from ` 59.85 lacs in comparison to the Financial Year ended March 31, 2011.

Other expenses: Our other expenses increased by 40.40% to `752.91 lacs for the Financial Year ended March 31, 2012

from ` 536.28 lacs in comparison to the Financial Year ended March 31, 2011, as a result of an increase in the expense

of “Picture Post” by 54.52% to `165.83 lacs for the Financial Year ended March 31, 2012 from ` 107.32 lacs in

comparison to the Financial Year ended March 31, 2011, server hosting charges by 105.55% to `77.43 lacs for the

Financial Year ended March 31, 2012 from ` 37.67 lacs in comparison to the Financial Year ended March 31, 2011 and

an increase in enterprises expenses by 104.20% to `74.41 lacs for the Financial Year ended March 31, 2012 from `

36.44 lacs in comparison to the Financial Year ended March 31, 2011.

Finance charges: Our finance charges decreased by 11.25% to `5.13 lacs for the Financial Year ended March 31, 2012

in comparison to `5.78 lacs for the Financial Year ended March 31, 2011.

Depreciation and amortization: Our depreciation and amortization expenses increased by 66.30% to `62.23 lacs for

the Financial Year ended March 31, 2012 in comparison to `37.42 lacs for the Financial Year ended March 31, 2011

primarily due to depreciation on tangible and intangible assets of `62.23 lacs and nil Goodwill impairment during the

year as a result of acquisition of 80% equity shares of Forward Media Private Limited.

Provision for Tax: Our provision for taxation decreased by 30.63% to ` 218.53 lacs for the Financial Year ended March

31, 2012 from ` 315.04 lacs for the Financial Year ended March 31, 2011. This was primarily as a result of an decrease

in current tax/minimum alternate tax to ` 229.38 lacs for the Financial Year ended March 31, 2012 from ` 245.08 lacs

for the Financial Year ended March 31, 2011 and an increase in deferred tax benefit to ` 10.85 lacs for the Financial

Year ended March 31, 2012 from deferred tax charge of ` 69.96 lacs for the Financial Year ended March 31, 2011. Our

effective rate of taxation for the Financial Year ended March 31, 2012 decreased to 9.46 % from 16.28 % for the

Financial Year ended March 31, 2011, primarily on account of creation of deferred tax charge on accrued revenue. For

details, see “Financial Statements – Notes to Restated Unconsolidated Financial Statements – Annexure IV” on page


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Adjustment on account of restatement: Our adjustment on account of restatement was `28.83 lacs for the Financial

Year ended March 31, 2012, consisting of adjustments made on account of unbilled income from operations in respect

of accounting of unbilled invoices, non-inclusion of pre-operating expenses in the for the fifteen months period ended

March 31, 2008, gratuity which had not been accounted for prior years as per actuarial valuation and non-inclusion of

prior income for accounting in the Financial Year ended, March 31, 2012.

Net profit after tax, as restated: For the reasons stated above, our net profit after tax, as restated decreased by

17.17% to` 559.74 lacs for the Financial Year ended March 31, 2012 from `675.78 lacs for the Financial Year ended

March 31, 2011.

Financial Year 2011 compared to Financial Year 2010 (Unconsolidated)


factors:

Venturing into several new telecom circles across India for providing “Zulo” services;

Increase in the income on account of wide market coverage; and

Awarding of “M-Governance Project” by the Government of Goa and Nagaland.




Income from operations: Our income from operations increased by 417.62% to ‘ 1932.75 lacs for the Financial Year


increase in the income from VAS by 505.56 % to ` 1617.88 lacs for the Financial Year ended March 31, 2011 from `

267.17 lacs in comparison to the Financial Year ended March 31, 2010 and income from enterprise increased by

196.43 % to ` 314.87 lacs primarily consisting of “Fastalerts” Income and “M-Governance Project” contributing 36%

and 20% of total Enterprise income respectively for the Financial Year ended March 31, 2011 from ` 106.22 lacs in

comparison to the Financial Year ended March 31, 2010.

Other income: Our other income increased by 388% to ` 2.44 lacs for the Financial Year ended March 31, 2011 from `

0.50 lacs in comparison to the Financial Year ended March 31, 2010. This increase was on account of receipt of

interest on fixed deposit on account of deployment of excess fund.


31, 2011 from ` 283.21 lacs in comparison to the Financial Year ended March 31, 2010. This was as a result of increase

in the employee benefit expenses, other expenses, finance charges and depreciation and amortization.


March 31, 2011 from ` 116.25 lacs in comparison to the Financial Year ended March 31, 2010. This was primarily as a

result of increase in salaries by 154.48% to ` 285.45 lacs for the Financial Year ended March 31, 2011 from ` 112.17

lacs in comparison to the Financial Year ended March 31, 2010 and declaration of incentives to employees in the

Financial Year ended March 31, 2011.

Other expenses: Our other expenses increased by 280.53% to ` 536.28 lacs for the Financial Year ended March 31,

2011 from ` 140.93 lacs in comparison to the Financial Year ended March 31, 2010, as a result of an increase in (i) an

increase in administrative expenses by 255.1 % to ` 179.40 lacs for the Financial Year ended March 31, 2011 from `

50.52 lacs in comparison to the Financial Year ended March 31, 2010; (ii) the expense of “Picture Post” by 291.68% to

` 107.32 lacs for the Financial Year ended March 31, 2011 from ` 27.40 lacs in comparison to the Financial Year ended

March 31, 2010; (iii) an increase in server hosting charges to 198% to ` 37.67 lacs for the Financial Year ended March

31, 2011 from ` 12.64 lacs in comparison to the Financial Year ended March 31, 2010; (iv) an increase in Software

License Fees.

- 212 -

Finance charges: Our finance charges increased by 3512.5% to ` 5.78 lacs for the Financial Year ended March 31, 2011

in comparison to ` 0.16 lacs for the Financial Year ended March 31, 2010. 22.13% of this was on account of bank

charges and 77.87% was on foreign exchange loss on account of licensing fee of Net-Force ApS in USD.

Depreciation and amortization: Our depreciation and amortization expenses increased by 44.65 % to ` 37.42 lacs for

the Financial Year ended March 31, 2011 in comparison to ` 25.87 lacs for the Financial Year ended March 31, 2010,

primarily due to depreciation on tangible and intangible assets.

Provision for Tax: Our provision for taxation increased by 2139.1% to ` 315.04 lacs for the Financial Year ended March

31, 2011 from ` 14.07 lacs for the Financial Year ended March 31, 2010. This was primarily as a result of an increase in

current tax/minimum alternate tax to ` 245.08 lacs for the Financial Year ended March 31, 2011 from ` 10.47 lacs for

the Financial Year ended March 31, 2010 and an increase in deferred tax charge to ` 69.96 lacs for the Financial Year

ended March 31, 2011 from `3.6 lacs for the Financial Year ended March 31, 2010. Our effective rate of taxation for

the Financial Year ended March 31, 2011 increased to 16.28% from 3.76 % for the Financial Year ended March 31,

2010, primarily on account of increase in profit. For details, see “Financial Statements – Notes to Restated

Unconsolidated Financial Statements – Annexure IV” on page 132 of the Draft Red Herring Prospectus.


Year ended March 31, 2011, consisting of adjustments made on account of unbilled income from operations in respect

of accounting of unbilled invoices, adjustments made in selling general and administrative expenses during the prior

years, non-inclusion of pre-operating expenses in the for the fifteen months period ended March 31, 2008, gratuity

which had not been accounted for prior years as per actuarial valuation and non-inclusion of prior income for

accounting in the Financial Year ended, March 31, 2011.

Net profit after tax, as restated: For the reasons stated above, our net profit after tax, as restated increased by

782.1% to` 675.78 lacs for the Financial Year ended March 31, 2011 from `76.61 lacs for the Financial Year ended

March 31, 2010.

Financial Year 2010 compared to Financial Year 2009 (Unconsolidated)


factors:

Awarded “M-Governance Project” by the Government of Kerala; and

Launch of “Zulo” and “Picture Post.”




Income from operations: Our income from operations increased by 179.99% to ` 373.39 lacs for the Financial Year


increase in the income from VAS by 223.18 % to ` 267.17 lacs primarily consisting of an increase in revenue from

“Picture Post” and “Zulo Income” contributing 31% and 17% of total VAS income respectively for the Financial Year

ended March 31, 2010 from ` 82.67 lacs in comparison to the Financial Year ended March 31, 2009 and income from

enterprise increased by 109.55 % to ` 106.22 lacs for the Financial Year ended March 31, 2010 from ` 50.69 lacs in


Other income: Our other income increased by 614.29% to ` 0.50 lacs for the Financial Year ended March 31, 2010

from ` 0.07 lacs in comparison to the Financial Year ended March 31, 2009. 48% of this increase was on account of

receipt of interest on fixed deposit on account of deployment of excess fund.


31, 2010 from ` 137.41 lacs in comparison to the Financial Year ended March 31, 2009. This was primarily as a result

of increase in the employee benefit expenses, other expenses, and depreciation and amortization.

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March 31, 2010 from ` 53.10 lacs in comparison to the Financial Year ended March 31, 2009. This was primarily as a

result of increase in salaries by 119% to ` 112.17 lacs for the Financial Year ended March 31, 2010 from ` 51.15 lacs in


Other expenses: Our other expenses increased by 96.04% to ` 140.93 lacs for the Financial Year ended March 31, 2010

from ` 71.89 lacs in comparison to the Financial Year ended March 31, 2009, as a result of an increase in (i) an

increase in administrative expenses by 49.89 % to ` 50.52 lacs for the Financial Year ended March 31, 2010 from `

33.71 lacs in comparison to the Financial Year ended March 31, 2009; (ii) an increase in “Fastalerts” expenses by

153.3% to ` 31.48 lacs for the Financial Year ended March 31, 2010 from ` 12.43 lacs in comparison to the Financial

Year ended March 31, 2009;(iii) an increase in server hosting charges by 158.49% to ` 12.64 lacs for the Financial Year

ended March 31, 2010 from ` 4.89 lacs in comparison to the Financial Year ended March 31, 2009; (iv) an increase in

interactive voice response expenses by 2284.62% to ` 3.10 lacs for the Financial Year ended March 31, 2010 from `

0.13 lacs in comparison to the Financial Year ended March 31, 2009; (v) increase in expense in “Picture Post”; (vi) an

increase in Software License Fees.

Finance charges: Our finance charges decreased by 69.23% to ` 0.16 lacs for the Financial Year ended March 31, 2010

in comparison to ` 0.52 lacs for the Financial Year ended March 31, 2009.

Depreciation and amortization: Our depreciation and amortization expenses increased by 117.39 % to ` 25.87 lacs for

the Financial Year ended March 31, 2010 in comparison to ` 11.90 lacs for the Financial Year ended March 31,

2009,primarily due to depreciation on tangible and intangible assets.

Provision for Tax: Our provision for taxation increased by 2081.7% to ` 14.07 lacs for the Financial Year ended March

31, 2010 from ` .71 lacs for the Financial Year ended March 31, 2009. This was primarily as a result of current

tax/minimum alternate tax of ` 10.47 lacs for the Financial Year ended March 31, 2010 and an increase in deferred tax

charge to `3.6 lacs for the Financial Year ended March 31, 2010 from deferred tax benefit of ` 1.47 lacs for the

Financial Year ended March 31, 2009. Our effective rate of taxation for the Financial Year ended March 31, 2010

increased by 3.76% to (0.53%) for the Financial Year ended March 31, 2009, primarily on account of increase in

income. For details, see “Financial Statements – Notes to Restated Unconsolidated Financial Statements – Annexure

IV” on page 132 of the Draft Red Herring Prospectus.


Year ended March 31, 2010, consisting of adjustments made in selling general and administrative expenses during the

prior years, non-inclusion of pre-operating expenses for the fifteen months period ended March 31, 2008 and gratuity

which had not been accounted for prior years as per actuarial valuation.

Net profit after tax, as restated: For the reasons stated above, our net profit after tax, as restated increased by

2442.81% to` 76.61 lacs for the Financial Year ended March 31, 2010 from loss of `3.27 lacs for the Financial Year


FINANCIAL CONDITION

Total Assets

The following table sets forth the principal components of our restated unconsolidated total assets as at September

30, 2012, March 31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009.

(Unconsolidated) (` in lacs)

Particulars As at September

30, 2012

As at March

31, 2012

As at March

31, 2011

As at March

31, 2010

As at

March 31,

2009

Total fixed assets (net block) 314.57 264.58 183.03 89.15 51.48

Investments 120.80 100.80 44.95 - -

Current assets, non- current

assets, loans and advances 1819.69 1693.89 1070.61 265.00 104.19

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30, 2012

As at March

31, 2012

As at March

31, 2011

As at March

31, 2010

As at

March 31,

2009

Total assets 2255.06 2059.27 1298.59 354.15 155.67

The following table sets forth the principal components of our restated consolidated total assets as at September 30,

2012 and March 31, 2012.

(Consolidated) (` in lacs)

Particulars As at September 30, 2012 As at March 31, 2012

Total fixed assets (net block) 328.97 276.36

Investments 20.00 -

Current assets, non- current assets, loans and advances 2169.21 1883.38

Total assets 2518.18 2159.74

Total assets as at September 30, 2012 (Consolidated)

Total fixed assets: Our total fixed assets were ` 328.97 lacs as at September 30, 2012 consisting of 13.06% of total

assets primarily as a result of purchase of a flat in Kochi for ` 62.99 lacs to be used by visiting employees of the

Company.

Investments: Our investment was ` 20 lacs, consisting of 0.79% of total assets as at September 30, 2012, as a result of

investment in 10% equity shares of Waybeo Technologies Private Limited.

Current assets, non- current assets, loans and advances: Our current assets, non- current assets, loans and advances

were ‘ 2169.21 lacs as at September 30, 2012 consisting of 86.14% of total assets primarily as a result of (i) long term

loans and advances primarily including ` 16.64 lacs for advances for capital goods, ` 37.96 lacs for other long term

advances to telecom operators, ` 21.77 lacs for advance tax and tax deducted at source (net of provision for tax); (ii)

other non-current assets primarily including ` 21.09 lacs balance in banks for margin money; (iii) short term loans,

advances primarily including ` 76.89 lacs for advances for supply of goods and rendering of services given to others

such as deposits submitted to TSPs and advances given to the staff of our Company; (iv) other current assets of `

209.61 lacs for unbilled revenue of ` 209.61 lacs; and (v) trade receivables primarily including ` 1083.04 lacs of

unsecured debts.

Total assets as at March 31, 2012 (Consolidated)

Total fixed assets: Our total fixed assets were ` 276.36 lacs consisting of 12.80% as at March 31, 2012, primarily as a

result of purchase of a flat in Kochi for ` 49 lacs and vehicles worth ` 30 lacs.


was ` 1883.38 lacs consisting of 87.20% of total assets as at March 31, 2012, primarily as a result of (i) long term loans

and advances primarily including ` 26.44 lacs for advances for capital goods and ` 40.40 lacs for other long term

advances to telecom operators; (ii) other non-current assets primarily including ` 19.09 lacs balance in banks for

margin money; (iii) short term loans and advances primarily including ` 139.28 lacs for advances for supply of goods

and rendering of services given to others such as deposits submitted to TSPs and advances given to the staff of our

Company, (iv) other current assets of ` 207.11 lacs for unbilled revenue primarily from TSPs; and (v) trade receivables

primarily including ` 944.38 lacs of unsecured debts.

Total assets as at September 30, 2012 (Unconsolidated)

Total fixed assets: Our total fixed assets were ` 314.57 lacs as at September 30, 2012 consisting of 13.95% of total

assets, primarily as a result of purchase of a flat in Kochi for ` 62.99 lacs to be used by visiting employees of the

Company.

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Investments: Our investment was ` 120.80 lacs as at September 30, 2012 consisting of 5.36% of total assets primarily

as a result of ` 100 lacs investment in equity shares of our subsidiary Getz Shoppe & Exim Private Limited and ` 20 lacs

investment in 10% equity shares of Waybeo Technologies Private Limited.


was ‘ 1819.69 lacs as at September 30, 2012 consisting of 80.69% of total assets primarily as a result of the (i) long

term loans and advances primarily including ` 37.96 lacs for other long term advances as a result of advances to

telecom operators; (ii) short term loans and advances primarily including advance of ` 257.53 lacs to the Subsidiaries

for supply of goods and ` 66.55 lacs to others such as deposits submitted to TSPs and advances given to the staff of

our Company; (iii) other current assets including ` 209.61 lacs for unbilled revenue consisting of ` 209.61 lacs; and (iv)

trade receivables primarily including ` 814.46 lacs for unsecured debts.

Total assets as at March 31, 2012 compared to total assets as at March 31, 2011(Unconsolidated)

Total fixed assets: Our total fixed assets increased by 44.56% to ` 264.58 lacs as at March 31, 2012 from ` 183.03 lacs

as at March 31, 2011, primarily as a result of purchase of assets which includes vehicles, computers and accessories,

flats and access control system.

Investments: Our investment increased by 124.25% to ` 100.80 lacs as at March 31, 2012 from ` 44.95 lacs as at

March 31, 2011, primarily as a result of ` 100 lacs investment in equity shares of our subsidiary Getz Shoppe & Exim

Private Limited.


increased by 58.22% to ` 1,693.89 lacs as at March 31, 2012 from ` 1070.61 lacs as at March 31, 2011, primarily as a

result of an increase in (i) long term loans and advances primarily including ` 40.40 lacs for other long term advances

as a result of advances to telecom operators; (ii) short term loans and advances primarily including advance of `

188.53 lacs to the Subsidiaries for supply of goods and ` 128.89 lacs to others such as deposits submitted to TSPs for

supply of goods and rendering of services, respectively; (iii) other current assets including ` 207.11 lacs for unbilled

revenue primarily from Vodafone India Limited, Bharti Airtel and Aircel ; and (iv) trade receivables primarily including

` 729.94 lacs of unsecured debts.

Total assets as at March 31, 2011 compared to total assets as at March 31, 2010 (Unconsolidated)

Total fixed assets: Our total fixed assets increased by 105.31% to ` 183.03 lacs as at March 31, 2011 from ` 89.15 lacs

as at March 31, 2010, primarily as a result of purchase of some assets including vehicles and computer and

accessories.

Investments: Our investment was ` 44.95 lacs as at March 31, 2011 primarily as a result of the ` 24.95 lacs and ` 8 lacs

investments in equity sharess of Commonwealth Inclusive Growth Services Limited and Innoz Technologies Private

Limited respectively, in comparison to our investment as at March 31, 2010 wherein it was nil.


increased by 304.00 % to ` 1,070.61 lacs as at March 31, 2011 from ` 265.00 lacs as at March 31, 2010, primarily as a

result of an increase in (i) long term loans and advances primarily including ` 31.90 lacs for other long term advances

as a result of deposits given to TSPs; (ii) other current assets including ` 167.45 lacs for unbilled revenue primarily

from Vodafone India Limited, Bharti Airtel and Aircel; and (iii) trade receivables primarily including ` 545.21 lacs of

unsecured debts.

Total assets as at March 31, 2010 compared to total assets as at March 31, 2009 (Unconsolidated)

Total fixed assets: Our total fixed assets increased by 73.17% to ` 89.15 lacs as at March 31, 2010 from ` 51.48 lacs as

at March 31, 2009, primarily as a result of purchase of computer and accessories, vehicles and telephony hardware

and trademark expenses.

Investments: There was no investment by our Company as at March 31, 2010 and March 31, 2009.

- 216 -


increased by 154.34 % to ` 265.00 as at March 31, 2010 from ` 104.19 lacs as at March 31, 2009, primarily as a result

of (i) long term loans and advances primarily including ` 15.14 lacs of advance tax and tax deducted at source (net of

provision for tax) ; (ii) short term loans and advances primarily including ` 6.80 lacs and ` 7.58 lacs advance given to

our Promoters and Group Companies of Promoters and advance salaries to employees, respectively and (iii) trade

receivables primarily including ` 153.76 lacs of unsecured debts.

Total Liabilities

The following table sets forth the principal components of our restated unconsolidated total liabilities as at September

30, 2012, March 31, 2012, March 31, 2011, March 31, March 31, 2010 and March 31, 2009.

(Unconsolidated) (` in lacs)


30, 2012

As at March

31, 2012

As at March

31, 2011

As at March

31, 2010

As at March

31, 2009

Secured and unsecured

loans 235.50 216.72 2.00 3.41 -

Current liabilities and

provisions 223.35 273.20 276.13 87.91 30.84

Deferred tax liability 5.73 62.70 73.55 3.59 -

Total Liabilities 464.58 552.62 351.68 94.91 30.84

The following table sets forth the principal components of our restated consolidated total liabilities as of the six

months period ended September 30, 2012 and March 31, 2012.

(Consolidated) (` in lacs)

Particulars As at September 30, 2012 As at March 31, 2012

Secured and unsecured loans 442.75 265.09

Current liabilities and provisions 330.50 357.41

Deferred tax liability 6.65 63.62

Total Liabilities 779.90 686.12

Total liabilities as at September 30, 2012 (Consolidated)

Secured and unsecured loans: Our secured and unsecured loans were` 442.75 lacs as at September 30, 2012

consisting of 56.77% of total liabilities primarily as a result of (i) long term borrowings primarily including ` 200 lacs

from TDB, though it was subsequently converted into 116,416 Equity Shares on December 6, 2012; and (ii) short term

borrowing of ` 235.21 lacs from ICICI Bank, IDBI Bank and Tata Motor Finance Limited.

Current liabilities and provisions: Our current liabilities and provisions was ` 330.50 lacs as at September 30, 2012

consisting of 42.38% of total liabilities primarily as a result of (i) long term provisions of ` 15.94 lacs for gratuity; (ii)

trade payables of ` 177.67 lacs primarily consisting of ` 8.40 lacs to Santabanta.com, ` 18.89 lacs to Net-Force Aps, `

18.20 lacs to Admob Google Inc., ` 6.80 lacs to rediff.com India Limited and rest to the creditors of Getz Shoppe &

Exim Private Limited primarily consisting of Canbo Electronics Private Limited and components and devices; and (iii)

other current liabilities including ` 19.69 lacs for employee benefits payable and ` 72.02 lacs for withholding and

other taxes payable.

Deferred tax liability: Our deferred tax liability was`6.65 lacs as at September 30, 2012 consisting of 0.85% of total

liabilities primarily as a result of difference of timing between taxable assets and book assets.

Total liabilities as at March 31, 2012 (Consolidated)

Secured and unsecured loans: Our secured and unsecured loans were `265.09 lacs consisting of 38.64% of our total

liabilities as at March 31, 2012, primarily as a result of (i) long term borrowings primarily including loan of ` 180 lacs

from TDB, though it was subsequently converted into 116,416 Equity Shares on December 6, 2012; and (ii) short term

borrowing of ` 77.29 lacs from IDBI Bank, ICICI Bank and Tata Motor Finance Limited.

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Current liabilities and provisions: Our current liabilities and provisions was`357.41 lacs consisting of 52.09% of our

total liabilities as at March 31, 2012, primarily as a result of (i) long term provisions of ` 12.53 lacs for gratuity; (ii)

trade payables of ` 211.81 lacs primarily consisting of ` 45.43 lacs to Net-Force ApS, ` 10.55 lacs to Santabanta.com

and ` 10.27 lacs to Web18 Software; and (iii) other current liabilities including ` 16.68 lacs for employee benefits

payable and ` 87 lacs for withholding and other taxes payable.

Deferred tax liability: Our deferred tax liability was`63.62 lacs consisting of 9.27% of our total liabilities as at March

31, 2012, primarily as a result of difference of timing between taxable assets and book assets.

Total liabilities as at September 30, 2012 (Unconsolidated)

Secured and unsecured loans: Our secured and unsecured loans were ` 235.50 lacs as at September 30, 2012

consisting of 50.69% of total liabilities primarily as a result of (i) long term borrowing of ` 200 lacs from TDB, though it

was subsequently converted into 116,416 Equity Shares on December 6, 2012; and (ii) short term borrowing of ` 30

lacs from IDBI bank.

Current liabilities and provisions: Our current liabilities and provisions were `223.35 lacs as at September 30, 2012

consisting of 48.07% of total liabilities primarily as a result of (i) long term provisions of ` 14.93 lacs for gratuity; (ii)

trade payables of ` 98.17 lacs primarily consisting of ` 8.40 lacs to Santabanta.com, ` 18.89 lacs to Net-Force ApS, `

18.20 lacs to Admob Google Inc. and ` 6.80 lacs to rediff.com India Limited; and (iii) other current liabilities including

` 17.09 lacs for employee benefits payable and ` 71.88 lacs for withholding and other taxes payable.

Deferred tax liability: Our deferred tax liability was ` 5.73 lacs as at September 30, 2012 consisting of 1.23% of total

liabilities primarily as a result of difference of timing between taxable assets and book assets.

Total liabilities as at March 31, 2012 compared to total liabilities as at March 31, 2011(Unconsolidated)

Secured and unsecured loans: Our secured and unsecured loans increased by 10,736% to ̀ 216.72 lacs as at March 31,

2012 from ` 2 lacs as at March 31, 2011, primarily as a result of (i) long term borrowing of ` 180 lacs from TDB, though

it was subsequently converted into 116,416 Equity Shares on December 6, 2012; and (ii) short term borrowing in form

of cash-credit facility of ` 30 lacs from IDBI Bank.

Current liabilities and provisions: Our current liabilities and provisions decreased by 1.06% to` 273.20 lacs as at March

31, 2012 from ` 276.13 lacs as at March 31, 2011, primarily as a result of (i) long term provisions of ` 12.53 lacs for

gratuity; (ii) trade payables of ` 141.54 lacs primarily consisting of ` 10.55 lacs to Santabanta.com, ` 45.43 lacs to Net-

Force ApS, and ` 10.27 lacs to Web18 Software; and (iii) other current liabilities including ` 16.68 lacs for employee

benefits payable and ` 87 lacs for withholding and other taxes payable..

Deferred tax liability: Our deferred tax liability decreased by 14.75% to ` 62.70 lacs as at March 31, 2012 from ` 73.55

lacs as at March 31, 2011, primarily as a result of decrease in bonus arising from timing difference in respect of

retirement benefits.


Secured and unsecured loans: Our secured and unsecured loans decreased by 41.35% to` 2 lacs as at March 31, 2011

from ` 3.41 lacs as at March 31, 2010, as a result of decrease in long term borrowings primarily including vehicle loans

from ICICI Bank and, TATA Motor Finance Limited.

Current liabilities and provisions: Our current liabilities and provisions increased by 214.10% to ` 276.13 lacs as at

March 31, 2011 from ` 87.91 lacs as at March 31, 2010, primarily as a result of (i) long term provisions of ` 7.17 lacs

for gratuity; (ii) trade payables of ` 83.61 lacs primarily consisting of ` 22.54 lacs for Riyada Consulting LLP, ` 16.67

lacs for Net-Force Aps, ` 8.82 lacs for Web18 Software and ` 7.35 lacs for Sun Microsystems Ltd.; and (iii) other

current liabilities including ` 144.15 lacs for withholding and other taxes payable.

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Deferred tax liability: Our deferred tax liability increased by 1948.75% to ` 73.55 lacs as at March 31, 2011 from ` 3.59

lacs as at March 31, 2010, primarily as a result of increase in the restated accrued revenue.


Secured and unsecured loans: Our secured and unsecured loans was ` 3.41 lacs as at March 31, 2010 in comparison to

our secured and unsecured loans as at March 31, 2009 wherein it was nil, primarily as a result of increase in the long

term borrowings primarily including vehicle loans from ICICI Bank and, TATA Motor Finance Limited.

Current liabilities and provisions: Our current liabilities and provisions increased by 185.05% to `87.91 lacs as at March

31, 2010 from ` 30.84 lacs as at March 31, 2009, primarily as a result of (i) trade payables of ` 35.57 lacs primarily

consisting of ` 17.33 lacs for Santabanta.com, ` 5.54 lacs for Stardust Entertainment LLC and ` 4.42 lacs for I Media

Corporation Limited; and (iii) other current liabilities including ` 38.62 lacs for withholding and other taxes payable.

Deferred tax liability: Our deferred tax liability was ` 3.59 lacs as at March 31, 2010, primarily as a result of difference

of timing between taxable assets and book assets.

Shareholders’ Funds

Shareholders’ funds comprises of share capital, reserves and surplus and share application money pending allotment.

The following table sets out the shareholders funds of our Company as of the six months period ended September 30,

2012.

(` in lacs)

Particulars As at September 30, 2012

Share capital 200

Reserve and surplus 1590.48

Total shareholders fund 1790.48

LIQUIDITY AND CAPITAL RESOURCES

In the past, we have funded our liquidity and capital requirements primarily through funds generated from

operations. We have historically borrowed money from the promoters to operate or grow our business. We maintain

cash balance to fund our daily cash requirements.

CASH FLOWS

The following table summarises our restated unconsolidated statements of cash flows for the six months period

ended September 30, 2012 and the Financial Years ended March 31, 2012, 2011, 2010 and 2009.

(Unconsolidated) (in ` lacs)

Particulars For the six months period


For the Financial Year ended March 31

2012 2011 2010 2009

Net cash generated from / (used in)

operating activities 44.26 (11.50) 331.80 40.51 (19.40)


financing activities 85.84 214.03 4.85 62.31 54.69


investing activities (121.36) (142.64) (173.52) (63.54) (28.74)

Net increase / (decrease) in cash and

cash equivalents 8.74 59.89 163.13 39.28 6.55

Cash and cash equivalents at the

beginning of the year 295.96 236.07 72.94 33.66 27.11

Cash and cash equivalents at the end

of the year 304.70 295.96 236.07 72.94 33.66

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The following table summarises our restated consolidated statements of cash flows for the six months period ended

September 30, 2012 and the Financial Years ended March 31, 2012, 2011, 2010 and 2009.

(Consolidated) (in ` lacs)

Particulars For the Financial Year ended March

31, 2012

For the six months period ended

September 30, 2012


operating activities (58.47) (115.07)


financing activities 264.43 233.65


investing activities (139.53) (115.05)

Net Increase / (Decrease) in cash and

cash equivalents 66.43 3.53

Cash and cash equivalents at the

beginning of the year 236.07 302.50

Cash and cash equivalents at the end of

the year 302.50 306.03

Six months period ended September 30, 2012 (Consolidated)

Operating Activities

For the six months period ended September 30, 2012, our net cash used in operating activities was `115.07 lacs

primarily as a result of profit and reflecting an increase in inventories, loan and advances and decrease in current

liabilities.

Financing Activities

For the six months period ended September 30, 2012, our net cash generated from financing activities, was `233.65

lacs primarily due to proceeds from availment of loan.

Investing Activities

For the six months period ended September 30, 2012, our net cash used in investing activities was `115.05 lacs

primarily as a result of procurement of fixed assets and on account of investment in 10% equity shares of Waybeo

Technologies Private Limited.

Financial Year 2012 (Consolidated)


For the Financial Year ended March 31, 2012, our net cash used in operating activities was `58.47 lacs, primarily as a

result of profit and reflecting an increase in trade receivable, inventory and loans and advances.


For the Financial Year ended March 31, 2012, our net cash generated from financing activities was ` 264.43 lacs due

to availment of working capital loan from The Federal Bank Limited., State Bank of India and IDBI Bank.


For the Financial Year ended March 31, 2012, our net cash used in investing activities was `139.53 lacs primarily as a

result of procurement of fixed assets.

Six months period ended September 30, 2012 (Unconsolidated)

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For the six months period ended September 30, 2012, net cash generated from our operating activities was ` 44.26

lacs primarily as a result of profit off setted by increase in trade receivable and decrease in liability.


For the six months period ended September 30, 2012, net cash generated from financing activities was ` 85.84 lacs

primarily as a result of proceeds from issue of share capital and availment of loan from TDB.


For the six months period ended September 30, 2012, net cash used in investing activities was ` 121.36 lacs primarily

as a result of procurement of fixed assets including flat in Kochi and investment in the 10% equity shares of Waybeo

Technologies Private Limited.

Financial Year 2012 (Unconsolidated)


For the Financial Year ended March 31, 2012, our net cash used in operating activities was ` 11.50 lacs primarily as a

result of profit offset by increase in trade receivable and increase in loans and advances.


For the Financial Year ended March 31, 2012, our net cash generated from financing activities was ` 214.03 lacs due

to availment of loan from TDB.


For the Financial Year ended March 31, 2012, our net cash used in investing activities ` 142.64 lacs primarily as a

result of procurement of fixed assets including flat in Kochi and investment in the 80% equity shares of Forward Media

Private Limited and Getz Shoppe & Exim Private Limited respectively.



For the Financial Year ended March 31, 2011, our net cash generated from our operating activities was ` 331.80 lacs

primarily as a result of profit, decrease in current liabilities, increase in trade receivables and loan and advances.


For the Financial Year ended March 31, 2011, our net cash generated from financing activities was ` 4.85 lacs on

account of proceeds from issue of share capital.


For the Financial Year ended March 31, 2011, our net cash used in investing activities was ` 173.52 lacs primarily as a

result of procurement of fixed assets, computers and network equipments and investment in equity shares of

Commonwealth Inclusive Growth Services Limited and Innoz Technologies Private Limited respectively.



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For the Financial Year ended March 31, 2010, our net cash generated from operating activities was ` 40.51 lacs

primarily as a result of profit, increase in liabilities, trade receivables and loans and advances.


For the Financial Year ended March 31, 2010, our net cash generated from financing activities was ` 62.31 lacs on

account on proceeds from issue of share capital.


For the Financial Year ended March 31, 2010, our net cash used in investing activities was ` 63.54 lacs on an account

of procurement of fixed assets primarily comprising of computers and softwares.



For the Financial Year ended March 31, 2009, our net cash used in operating activities was ` 19.40 lacs primarily as a

result of profit reflecting, an increase in current liabilities which is off setted by an increase in trade receivables and

increase in loans and advances.


For the Financial Year ended March 31, 2009, our net cash generated from financing activities was ` 54.69 lacs on an

account of proceeds from issue of share capital.


For the Financial Year ended March 31, 2009, our net cash used in investing activities was ` 28.74 lacs on an account

of procurement of fixed assets.

CONTINGENT LIABILITIES

The following table summarises our restated unconsolidated financial statements of contingent liabilities for the six

months period ended September 30, 2012 and the Financial Years ended March 31, 2012, 2011, 2010 and 2009

.(in ` lacs)




2012 2011 2010 2009

Bank guarantee 21.09 16.72 21.02 5.69 1.00

INVESTMENTS

Investments of our surplus funds are in accordance with our investment policy, as approved by our Board of Directors

from time to time. As per our current investment policy, we can invest, inter alia, in fixed deposits with banks and

startups.

Our total investments as of the dates indicated are set forth below:

(in ` lacs)




2012 2011 2010 2009

Equity instruments 120.80 100.80 44.95 - -

CAPITAL EXPENDITURES

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Our business has not in the past required substantial capital expenditure. Our capital expenditures are principally on

purchase of fixed assets, furniture and fixtures, computers and other office equipment. One of the objects of this Issue

is to invest in the construction of our office premises.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements or other relationships with unconsolidated entities or financial

partnerships that would have been established for the purpose of facilitating off balance sheet arrangements.

RELATED PARTY TRANSACTIONS

We have engaged in the past, and may engage in the future in transactions with related parties on an arm’s lengths

basis. Such transactions could be for provision of services, lease of assets or property, sale or purchase of equity

shares or entail incurrence of indebtedness. For details of our related party transactions, see “Financial Statement-

Related Party Transactions” on page 152 of the Draft Red Herring Prospectus.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Exchange Rate Risk

Although our functional currency is the Indian Rupee, there are some receipts and payments in foreign currency. For

instance, the payment of an annual Software License Fee by our Company is made in Euros. Our exchange rate risk

primarily arises from our foreign currency receivables and payables. The exchange rate between the Indian Rupee and

other currencies especially with respect to the USD, EURO, AED and Dinar, has changed in recent years and may

fluctuate substantially in the future. Therefore, changes in the exchange rate between the Indian Rupee and other

currencies, especially with respect to the USD, EURO AED and Dinar, may have an adverse effect on our revenues,

other income, personnel expenses, operating and other expenses, which may in turn have a negative impact on our

business, operating results and financial condition.

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents,

accounts receivable from related parties, accounts receivables from others and bank deposits. By their nature, all such

financial instruments involve risk including the credit risk of non-performance by counterparties. Our cash equivalents,

bank deposits and restricted cash are invested with banks with high investment grade credit ratings. Accounts

receivable are typically unsecured and are derived from income earned from our customers in the

telecommunications industry. We believe there is no significant risk of loss in the event of non-performance of the

counter parties to these consolidated financial instruments, other than the amounts already provided for in our

financial statements.

Interest Rate Risk

We do not have, and do not currently intend to take, any loans subject to floating interest rates. Nevertheless, we

may take loans in the future that are subject to floating interest rates, which would expose us to market risk as a

result of changes in interest rates. Upward fluctuations in interest rates would increase the cost of new debt and

interest cost of outstanding variable rate borrowings. In addition, any increase in the interest rates could adversely

affect our ability to service long-term debt, which would in turn adversely affect our results of operations.

ANALYSIS OF CERTAIN CHANGES

Unusual or infrequent events or transactions

Other than as described in the Draft Red Herring Prospectus, there have been no transactions or events that would be

considered unusual or infrequent.

Significant economic changes that materially affected or are likely to affect income from continuing operations

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There have been no significant economic changes that have materially affected or are likely to affect our income.

Known trends or uncertainties

Other than as described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on pages xi and 199, respectively, of the Draft Red Herring Prospectus, there are no known

trends or uncertainties that have or had or are expected to have a material adverse impact on our income from

continuing operations.

Future changes in relationship between costs and incomes

Other than as described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on pages xi and 199, respectively, of the Draft Red Herring Prospectus, there are no known

factors that might affect the future relationship between cost and income.

Increase in income

Reasons for the changes in net income during the last four Financial Years and six months period ended September 30,

2012 are explained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

beginning on page 199 of the Draft Red Herring Prospectus.

Inflation

Inflation has not had a material impact on our business and results of operations.

New products or business segment

Other than as described in the section titled “Our Business” on page 67 of the Draft Red Herring Prospectus, there are

no new products or business segments in which we operate.

Seasonality of business

There are no material seasonal or cyclical trends in our business.

Significant dependence on a single or few suppliers or customers

Our top five customers contributed approximately 37%, 29%, 29%, 3% and 2% of our operating income for the six

months ended September 30, 2012.

Competitive conditions

Please see “Our Business - Competition”, “Industry Overview” and “Risk Factors” on pages 67, 58 and xi, respectively,

of the Draft Red Herring Prospectus for discussions regarding competition.

RECENT DEVELOPMENTS

Listed below are recent developments since September 30, 2012:

Conversion of TDB loan into equity

Allotment of 116,416 Equity Shares to TDB pursuant to conversion of the project loan given by TDB to our Company of

` 200 lacs. For further information, see “Capital Structure” on page 24 of the Draft Red Herring Prospectus.

Except as stated elsewhere in the Draft Red Herring Prospectus, to our knowledge no circumstances have arisen since

September 30, 2012, which is the date of the last restated financial information as disclosed in the Draft Red Herring

- 224 -

Prospectus, which materially and adversely or are likely to affect, the trading, profitability and financial condition of

our Company or the value of our assets or ability to pay our liabilities.

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SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below, there are no outstanding litigation, suits, criminal or civil prosecutions, arbitration, or any

other statutory or legal proceedings, including those for economic offences, tax liabilities, show cause notices against

our Company, our Promoters, our Directors, our Subsidiaries or our Group Companies, whose outcome would have a

material adverse effect on our business and there are no defaults, non-payment or overdues of statutory dues,

institutional or bank dues or dues payable to holders of any debentures, bonds and fixed deposits or arrears on

cumulative preference shares, any other proceedings including the ones initiated for economic / civil or any other

offences including past cases where penalties may or may not have been awarded and irrespective of whether they

are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act, that would have a material adverse

effect on our business other than unclaimed liabilities against us and our Directors as of the date of this Draft Red

Herring Prospectus.

Except as described below, there are no proceedings initiated for economic offences or civil offences, or any

disciplinary action taken by SEBI or any stock exchange, penalties imposed by any authorities against our Company

and our Directors and no adverse findings in respect of our Company as regards compliance with securities laws.

Further, except as described below, there are no instances where our Company or our Directors have been found

guilty in suits or criminal or civil prosecutions, or proceedings initiated for economic offences or civil offences, or any

disciplinary action taken by SEBI or any stock exchange, proceedings or tax liabilities.

I. Litigation involving our company

1. Litigation against our Company

A. Criminal Complaints: NIL

B. Civil Cases: NIL

C. Negotiable Instrument Act Cases: NIL

D. Consumer Complaints: NIL

E. Arbitration Proceedings: NIL

F. Labour Matters: NIL

G. Tax Cases: NIL

H. Economic Offences: NIL

I. Potential Litigation: NIL

2. Litigation against other companies having material adverse effect on our Company

NIL

3. Adverse findings by SEBI against our Company

NIL

4. Notices against our Company

A. Income Tax:

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(i) A show cause notice dated September 21, 2012 has been issued to our Company by the Assistant Director of

Income Tax (International Taxation) Thiruvananthapuram under the Income Tax Act, 1961. The notice inter-alia

states that no deduction of tax was made under section 195 of the Income Tax Act, 1961 for payments made to

non-residents for purchase of software during the Financial year 2012-13 by our Company. Further, the notice has

alleged that the tax not deducted by our company under section 195 of the Income Tax Act, 1961 amounts to

`19,19,096. The notice requires our Company to file objections for treating our Company as an assessee in default

and the matter was posted for October 3, 2012. Subsequently, our company vide its letter dated December 8,

2012 filed a reply to the said notice.

(ii) A show cause notice dated September 21, 2012 has been issued to our Company by the Assistant Director of

Income Tax (International Taxation) Thiruvananthapuram under the Income Tax Act, 1961. The notice inter-alia

states that no deduction of tax was made under section 195 of the Income Tax Act, 1961 for payments made to

non-residents for purchase of software during the Financial year 2011-12 by our Company. Further, the notice has

alleged that the tax not deducted by our company under section 195 of the Income Tax Act, 1961 amounts to

`8,99,450. The notice requires our Company to file objections for treating our Company as an assessee in default

and the matter was posted for October 3, 2012. Subsequently, our company had vide its letter dated December 8,

2012 filed a reply to the notice.

B. Service Tax: NIL

5. Litigation by our Company


B. Civil Cases: NIL





G. Tax Cases: NIL



6. Past penalties imposed on our Company:

(i) The Additional Commissioner of Central Excise, Customs and Service Tax, Cochin Commissionerate vide its order

no. 116/2012 dated June 5, 2012 inter-alia

(a) confirmed the demand of service tax amounting to `28,62,705 imposed on our Company for the period from

April 1, 2007 to March 31, 2010 under the category “Development & Supply of Content for use in

Telecommunication Service”, under Section 73(2) of the Finance Act 1994; and

(b) ordered and amount of ` 198,282 towards interest. Our Company has paid the requisite Service tax demand

and interest to the relevant authority.

7. Amount owed to Small Scale Undertakings/Creditors

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Except as provided below, our Company does not owe any amounts aggregating to ` 1 lac or more to any micro, small

and medium enterprises or other creditors which is outstanding for more than 30 days:

(i) Admob GoogleInc; (ii) NDTV Convergence Limited; (iii) Netfors Aps; (iv) Netmagic Solutions Private Limited; (v)

Rainbow Nation (vi) Rediff.com India Limited (vii) Riyada Consultancy Co.W.L.L; (viii) SantaBanta.Com Ltd. (ix) Sun

Microsystems Ltd. (x) Network 18 Media & Investment Limited.

8. Litigation involving the Subsidiaries

I. Litigation against Getz Shoppe and Exim Private Limited:


B. Civil Cases: NIL





G. Tax Cases: NIL



II. Litigation by Getz Shoppe and Exim Private Limited:


B. Civil Cases: NIL





G. Tax Cases: NIL



III. Past penalties imposed on Getz Shoppe and Exim Private Limited: NIL

IV. Litigation against Forward Media Private Limited:


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B. Civil Cases: NIL





G. Tax Cases: NIL



V. Litigation by Forward Media Private Limited:


B. Civil Cases: NIL





G. Tax Cases: NIL



VI. Past Penalties imposed on Forward Media Private Limited:

NIL

9. Litigation involving our Promoters

Outstanding Litigation and Material Developments/Proceedings against our Promoters:

1. Mr.Sanjay Vijayakumar: NIL

2. Mr. Sony Joy: NIL

3. Mr. Vivek Steve Francis: NIL

4. Mr. Jose Thomas Pattara:

Except as mentioned below, there is no litigation pending against Mr. Jose Thomas Pattara by the authorities

concerned.

Proceedings initiated against the Promoters for economic offences

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Except as mentioned above there are no proceedings initiated against our Promoters for any economic offences.

Details of past penalties imposed on our Promoters by the authorities concerned

NIL

Litigations against our Promoters involving violation of statutory regulations or alleging criminal offence

Except as mentioned below there are no litigations against our Promoters involving violation of statutory regulations

or alleging criminal offence.

1. Mr.Sanjay Vijayakumar: NIL


3. Mr. Vivek Steve Francis: NIL


i. Criminal appeal No. 625/10 pending before the principal sessions court, Thrissur filed by Mr. Jose Thomas

Pattara against the judgment of the judicial first class magistrate court, Kunnamkulam. The case was filed by

Mr. Abdul Karim against Mr. Jose Thomas Pattara as the managing editor of Rashtra Deepika news paper. The

case was taken on the file as CC.1280/07 under section 500 of the Indian Penal Code. The case is pending;

and

ii. Criminal Case no 285/04 is pending before the Judicial First Class Court II, Cherthala. Mr. Jose Thomas Pattara

is included in the private complaint filed by Mr. M.V. Gopi, being the complainant. The complainant in the

private complaint has alleged that a defamatory news item was published in the newspaper “Rashtriya

Deepika” where Mr. Jose Thomas Pattara was the Managing Director. The case is pending before the court.

Criminal/civil cases against our promoters towards tax liabilities

Except as mentioned below, there are no criminal/ civil cases against our Promoters towards tax liabilities.

The Customs & Central Excise Settlement Commission vide its order no. 30/2012 dated November 6, 2012 inter-alia

imposed a penalty on Mr. Jose Thomas Pattara for `50,000 as he was the Managing Director of Canbo Electronics (P)

Ltd. against whom a show cause notice was issued in the matter of the alleged under-valuation of goods under import

for payment of custom duties. The order also granted immunity to Mr. Jose Thomas Pattara from prosecution under

the Customs Act, 1962. Thereafter the Customs & Central Excise Settlement Commission vide its order dated

November 22, 2012 granted extension of time for deposit of fine and penalty by a period of 90 days. The status of the

case is pending.

10. Litigation involving the Group Companies of our Company

Except as mentioned below, there are no litigation proceedings involving our Group Companies.

Litigation against Canbo Electronics Private Limited:


B. Civil Cases: NIL



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G. Tax Cases:

Except as mentioned below there are no litigations pending against Canbo Electronics Private Limited.

(i) The Customs & Central Excise Settlement Commission vide its order no. 30/2012 dated November 6, 2012

inter-alia settled the differential customs duty and interest thereon and also imposed a penalty on Canbo

Electronics Private Limited for `200,000 against which a show cause notice was issued in the matter of the

alleged under-valuation of goods under import for payment of custom duties. The order also imposes a fine

of ` 1,000,000 in terms of a bond in lieu of confiscation of goods released provisionally. Canbo Electronics

Private Limited is required to pay this amount within 15 days of the date of the order. The order also granted

immunity to Canbo Electronics Private Limited from prosecution under the Customs Act, 1962. Thereafter the

Customs & Central Excise Settlement Commission vide its order dated November 22, 2012 granted extension

of time for deposit of fine and penalty by a period of 90 days.

(ii) The Customs & Central Excise Settlement Commission vide its order no. 31/2012 dated November 6, 2012

inter-alia settled the differential customs duty and interest thereon and also imposed a penalty on Canbo

Electronics Private Limited for `25,000 against which a show cause notice was issued in the matter of the

alleged under-valuation of goods under import for payment of custom duties. The order also granted

immunity to Canbo Electronics Private Limited from prosecution under the Customs Act, 1962. Thereafter the

Customs & Central Excise Settlement Commission vide its order dated November 22, 2012 granted extension

of time for deposit of fine and penalty by a period of 90 days.

H. Economic offences: NIL


Litigation by Canbo Electronics Private Limited:


B. Civil Cases: NIL





G. Tax Cases: NIL

H. Economic offences: NIL


Past Penalties imposed on Canbo Electronics Private Limited: NIL

11. Litigation involving the Directors of our Company

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Outstanding Litigation and Material Developments/Proceedings against the Directors of our Company

Except as disclosed herein, there are no outstanding litigation involving our Directors including criminal prosecutions

or civil proceedings involving our Directors, and there are no material defaults, non-payment of statutory dues, over

dues to banks/financial institutions or defaults against banks/financial institutions by our Directors (including disputed

tax liabilities, past cases where penalties may or may not have been awarded and irrespective of whether they are

specified under paragraph (i) of part 1 of Schedule XIII of the Companies Act). However, incidental to the business of

our Company, parties may from time to time file suits impleading our Company through or along its respective officers

and Directors in their official capacity.

1. Mr. Sanjay Vijayakumar: NIL


3. Mr. Aynampudi Subbarao: NIL


The Commissioner of Central Excise & Customs Kochi, vide its order 14/2011 dated September 30, 2011, has directed

Mr. Jose Thomas Pattara to pay service tax (including cess) amounting to `1,21,33,999 payable for the period from

February 2006 to September 2007 in relation to the services undertaken by Mr. Jose Thomas Pattara as a Real Estate

Agent. Additionally, vide the said order the following penalties have been imposed on Mr. Jose Thomas Pattara:

(i) under section 76 of the Finance Act, 1994, a penalty of `200 per day or 2% per month (whichever is higher)

till the date of actual payment of the outstanding amount of service tax subject to a maximum of

`1,21,33,999;

(ii) under section 77 of the Finance Act, 1994, a penalty of `5,000; and

(iii) under section 78 of the Finance Act, 1994, a penalty of `1,21,33,999.

Subsequently, Mr. Jose Thomas Pattara has challenged the aforementioned order before the Customs, Excise and

Service Tax Appellate Tribunal’s Bangalore bench through an appeal dated March 6, 2012.

Outstanding Litigation and Material Developments/Proceedings filed by our Directors: NIL

Proceedings initiated against our Directors for economic offences: NIL

Details of past penalties imposed on our Directors by the authorities concerned: NIL

Litigations against our Directors involving violation of statutory regulations or alleging criminal offence: NIL

Criminal/ civil cases against our Directors towards tax liabilities: NIL

Material Developments

Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent

Developments” on page 199 of the Draft Red Herring Prospectus, there have not arisen, since the date of the last

financial information disclosed in this Draft Red Herring Prospectus, any circumstances which materially and adversely

affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to

pay our liabilities within the next 12 months.

- 232 -

GOVERNMENT AND OTHER APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the Government of India and

various governmental agencies required for our present business and except as disclosed in this Draft Red Herring

Prospectus, no further material approvals are required for carrying on our present business operations.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our

Company to undertake its existing activities.

1. Incorporation details of our Company

(a) Corporate Identification Number: U64203KL2006PLC020093

(b) Certificate of incorporation dated December 12, 2006 issued by the RoC.

(c) Fresh certificate of incorporation in relation to change of name of our Company from “MobME Wireless

Solutions Private Limited” to “MobME Wireless Solutions Limited” dated January 15, 2013, issued by the RoC.

2. Approvals for the Issue

Corporate Approvals

(a) The Board has, pursuant to its resolution dated November 15, 2012, authorized the Issue, subject to the

approval by the shareholders of our Company under Section 81(1A) of the Companies Act.

(b) The shareholders of our Company have, pursuant to their resolution dated December 10, 2012 under Section

81(1A) of the Companies Act, authorised the Issue.

In-principle listing approval

In-principle approval from the NSE dated [].

3. Approvals relating to our business and operations

Our Company has received the following significant approvals pertaining to our business:

a) Approvals in relation to intellectual property rights

S.No. Approval Granted Trademark Class Authority

Reference

/Registration

Number

Date of

issue

Expiry

Date

1.

Certificate of

registration of

Trademark

Mobme 35 Registrar of Trademarks 1522930 January

19, 2007

Valid until

cancelled

2.

Certificate of

registration of

Trademark


19, 2007

Valid until

cancelled

3.

Certificate of

registration of

Trademark


19, 2007

Valid until

cancelled

4.

Certificate of

registration of

Trademark


19, 2007

Valid until

cancelled

5. Certificate of

registration of BLUEZONE 41 Registrar of Trademarks 1543509

March

26, 2007

Valid until

cancelled

- 233 -

S.No. Approval Granted Trademark Class Authority

Reference

/Registration

Number

Date of

issue

Expiry

Date

Trademark

6.

Certificate of

registration of

Trademark

‘BLUEZONE’

BLUEZONE 9 Registrar of Trademarks 1543507 March

26, 2007

Valid until

cancelled

7.

Certificate of

registration of

Trademark


19, 2007

Valid until

cancelled

8.

Certificate of

registration of

Trademark

BLUE

Messenger 9 Registrar of Trademarks 1584341

July 25,

2007

Valid until

cancelled

9.

Certificate of

registration of

Trademark

BLUE


July 25,

2007

Valid until

cancelled

10.

Certificate of

registration of

Trademark

BLUE


July 25,

2007

Valid until

cancelled

11.

Certificate of

registration of

Trademark

BLUE


July 25,

2007

Valid until

cancelled

12.

Certificate of

registration of

Trademark

Fast alerts 35 Registrar of Trademarks 1584347 July 25,

2007

Valid until

cancelled

13.

Certificate of

registration of

Trademark


2007

Valid until

cancelled

14.

Certificate of

registration of

Trademark


2007

Valid until

cancelled

15.

Certificate of

registration of

Trademark


2007

Valid until

cancelled

16.

Certificate of

registration of

Trademark

Mobshare.in

Mobme |

Torque

9 Registrar of Trademarks 1595617 August

28, 2007

Valid until

cancelled

17.

Certificate of

registration of

Trademark


2007

Valid until

cancelled

18.

Certificate of

registration of

Trademark

Mobshare.in

Mobme |

Torque


28, 2007

Valid until

cancelled

19.

Certificate of

registration of

Trademark

Mobshare.in

Mobme |

Torque


28, 2007

Valid until

cancelled

20.

Certificate of

registration of

Trademark

Mobshare.in

Mobme |

Torque


28, 2007

Valid until

cancelled

21.

Certificate of

registration of

Trademark

BLUEZONE 42 Registrar of Trademarks 1543510 March

26, 2007

Valid until

cancelled

b) Approvals in relation to shops & establishments acts

- 234 -

S.No. Approval Granted Authority Reference/Registration

Number Date of issue Validity

1. Registration as

commercial

establishment under

the Kerala Shops &

Commercial

Establishment Act,

1960

for 41/3197, 4th

Floor,

Bhageeratha Square,

Banerji Road

Kacherippady, Kochi

682018

Assistant labour

officer

BJR-637 January 1, 2013 December 31,

2013

c) Labour related registrations

S.No. Approval

Granted Authority

Reference/Registration

Number

Date of

issue Validity

1.

Registration

under Employees’

Provident Funds

& Miscellaneous

Provisions Act,

1952

Assistant

provident fund

commissioner

of sub regional

office Kaloor,

Kochi.

KR/27326/EnjI(5)/2010/118262 July 02,

2007 Valid until cancelled

2.

Registration

under Employees’

State Insurance

Corporation

Deputy

Director

(INSPN)

47000570900001010 April 11,


d) Taxation related registrations

We have received the following major taxation related registrations:

S.No. Approval

Granted Authority

Reference/Registration

Number Date of issue Validity

1.

Value added

tax certificate

of registration

Commercial tax officer,

KVAT circle, Ernakulam 32071523837C

January 14,


2.

Service tax

certificate of

registration

Superintendent, Service

Tax A range AAECM9072DST001

January 14,


3. TAN Income tax department TVDM00915F January 24,


4. PAN Income tax department,

ITO WD-1, Alappuzha AAECM9072D NA Valid until cancelled

e) Other registrations and recognitions

S.No. Description / Activity Issuing Authority Reference /

License No.

Issue / Renewal

Date

Validity

1. Importer Exporter

Code

Joint Director General

of Foreign Trade ,

1009012177 February 4, 2010 Valid until

cancelled

- 235 -

S.No. Description / Activity Issuing Authority Reference /

License No.

Issue / Renewal

Date

Validity

Ministry of

Commerce,

Government of India

2.

Recognition of our

Company’s in house

research and

development unit

Government of India,

Ministry of Science

and Technology

TU/IV-

RD/3271/2011

September 23, 2011 Valid until

cancelled

3.

ISO 9001 certification

for providing telecom

value added services

QSCert Management

Systems Certifications

Body

Q-4465/10 March 30, 2010 March,

2013

f) Other pending approvals

S.No. Description / Activity Issuing Authority Reference / License No. Filing Date

1. Patent application

U.S. department of

commerce, patent and

trademark office

13/490,652 June 6, 2012

2. Patent application Indian patent office 3001/CHE/2011 August 8, 2011

- 236 -

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Issue has been authorised by a resolution passed by our Board of Directors at their meeting held on November 15,

2012, subject to the approval of shareholders of our Company through a special resolution to be passed pursuant to

Section 81 (1A) of the Companies Act.

The shareholders of our Company have authorised the Issue by a special resolution pursuant to Section 81(1A) of the

Companies Act, passed at the EGM of our Company held on December 10, 2012.

IN-PRINCIPLE LISTING APPROVAL

We have received an in-principle approval from the NSE for the listing of our Equity Shares pursuant to a letter dated

[], 2013. NSE is the Designated Stock Exchange.

PROHIBITION BY THE SEBI OR OTHER GOVERNMENTAL AUTHORITIES

Our Company, our Promoters, our Promoter Group, our Directors, our Group Companies, persons in control of our

Company and natural persons in control of our Promoter have not been prohibited from accessing or operating in the

capital market or restrained from buying, selling or dealing in securities under any order or direction passed by the

SEBI or any other governmental authorities. The listing of any securities of our Company has never been refused at

anytime by any of the stock exchanges in India.

The companies, with which any of our Promoters, Directors or persons in control of our Company are or were

associated as promoters, directors or persons in control, have not been prohibited from accessing or operating in

capital market under any order or direction passed by SEBI or any other governmental authorities.

None of our Directors are in any manner associated with the securities market and there has been no action taken by

the SEBI against our Directors or any entity in which our Directors are involved in as promoters or directors.

PROHIBITION BY RBI

Neither our Company, nor our Promoters, nor Group Companies, nor our Directors, nor the relatives (as per the

Companies Act) of our Promoters have been detained as wilful defaulters by the RBI. For further details, see “Risk

Factors” and “Our Promoters and Group Entities” on pages xi and 100, respectively of the Draft Red Herring

Prospectus.

ELIGIBILITY FOR THIS ISSUE

Our Company is eligible for the Issue in accordance with Regulation 106M(1) and other provisions of Chapter XB of the

SEBI (ICDR) Regulations as the post issue face value capital does not exceed ` 10 crore.

We confirm that:

1. In accordance with Regulation 106P of the SEBI (ICDR) Regulations, this Issue has been hundred percent

underwritten and that the BRLM has underwritten more than 15% of the Issue size on their own account. For

further details pertaining to said underwriting see chapter titled “General Information” on page 15 of the Draft


2. In accordance with Regulation 106O of the SEBI ICDR Regulations, our Company will not filed any Draft Red

Herring Prospectus with SEBI nor will SEBI issued any observations on our Draft Red Herring Prospectus. Also,

- 237 -

we shall ensure that the BRLM submits a copy of the Draft Red Herring Prospectus along with a due diligence

certificate including additional confirmations as required by SEBI at the time of filing the Draft Red Herring

Prospectus with Stock Exchange and the Registrar of Companies.

3. In accordance with Regulation 106V of the SEBI ICDR Regulations, our Company has entered into an agreement

with IDBI Capital Market Services Limited as the BRLM and will enter into an agreement with IDBI Capital

Market Services Limited for Market Making to ensure compulsory market making for a minimum period of

three years from the date of listing of Equity Shares offered in this issue. For further details of the market

making arrangement see chapter titled “General Information” on page 15 of the Draft Red Herring Prospectus.

4. In accordance with Regulation 106Q of the SEBI ICDR Regulations, the minimum application size in terms of

number of Equity Shares will not be less than ` one lac per application.

5. In accordance with Regulation 106P of the SEBI ICDR Regulations, the Underwriter other than the BRLM and

the Nominated Investors shall not subscribe to the Issue, in any manner except for fulfilling their obligations

under their respective agreements with the BRLM in this regard.

6. In accordance with Regulation 106P of the SEBI ICDR Regulations, all the underwriting and subscription

agreements made by the BRLM shall be disclosed in the Draft Red Herring Prospectus.

7. In accordance with Regulation 106V of the SEBI ICDR Regulations, our Company shall disclose the details of

arrangement of market making in the Draft Red Herring Prospectus.

Further, in accordance with Regulation 106R of the SEBI ICDR Regulations, our Company shall ensure that the number

of Allottees in the Issue shall be at least 50. Otherwise the entire application money shall be refunded forthwith. In

case of delay, if any, in refund, our Company shall pay interest on the application money at the rate of 15% p.a. for the

period of delay.

DISCLAIMER CLAUSE OF SEBI

THERE IS NO SUBMISSION OF DRAFT RED HERRING PROSPECTUS BY COMPANIES ISSUING SHARES PURSUANT TO

CHAPTER XB OF THE SEBI ICDR REGULATIONS WITH SEBI BY VIRTUE OF REGULATION 106(O) OF THE SEBI ICDR

REGULATIONS.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE

CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING

PROSPECTUS, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT

THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE

BOOK RUNNING LEAD MANAGER, IDBI CAPITAL MARKET SERVICES LIMITED WILL FURNISH TO SEBI, A DUE

DILIGENCE CERTIFICATE DATED [●], 2013.

AS PER REGULATION 106(O) OF THE SEBI ICDR REGULATIONS, ONLY THE PROSPECTUS HAS TO BE FILED WITH SEBI

ALONGWITH A DUE DILIGENCE CERTIFICATE AS PER FORM A AND FORM H OF SCHEDULE VI OF THE SEBI ICDR

REGULATIONS BY THE BRLM. ACCORDINGLY, THIS SECTION WILL BE UPDATED AT THE TIME OF FILING THE

PROSPECTUS WITH STOCK EXCHANGE AND ROC AND PROSPECTUS AND DUE DILIGENCE CERTIFICATE AS PER FORM

A AND FORM H OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS WITH SEBI.

The filing of the Draft Red Herring Prospectus does not, however, absolve our Company from any liabilities under

section 63 or section 68 of the Companies Act, 1956 or from the requirement of obtaining such statutory and/or

other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves the right to take

up, at any point of time, with the Book Running Lead Manager any irregularities or lapses in the Draft Red Herring

Prospectus.

- 238 -

All legal requirements pertaining to the issue will complied with at the time of filing of the Red Herring Prospectus

with the Registrar of Companies, Kerala, in terms of Section 56, Section 60 and Section 60B of the Companies Act.

All legal requirements pertaining to the Issue will be complied with at the time of registration of the Draft Red

Herring Prospectus with the RoC in terms of Sections 56, 60 and 60B of the Companies Act.

DISCLAIMER STATEMENT OF OUR COMPANY, OUR DIRECTORS, AND THE BOOK RUNNING LEAD MANAGER

Our Company, our Directors and the Book Running Lead Manager accept no responsibility for statements made

otherwise than in this Draft Red Herring Prospectus or in the advertisement or any other material issued by or at the

instance of our Company and that anyone placing reliance on any other source of information, including our

Company’s website www.mobme.in would be doing so at his or her own risk.

The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement entered into

between the BRLM and our Company, the Underwriting Agreement entered into between the Underwriters and our

Company.

All information shall be made available by our Company and the BRLM to the public and investors at large and no

selective or additional information would be available for a section of the investors in any manner whatsoever

including at road show presentations, in research or sales reports, at bidding centers or elsewhere.

Neither our Company, nor our Directors and officers, nor any member of the Syndicate are liable for any failure in

downloading the Bids due to faults in any software/hardware system or otherwise.

The BRLM and their respective associates and affiliates may engage in transactions with, and perform services for, our

Company our Group Companies, affiliates or associates or third parties in the ordinary course of business and have

engaged, or may in future engage, in commercial banking and investment banking transactions with our Company, our

Group Companies, affiliates or associates or third parties, for which they have received, and may in future receive,

compensation.

CAUTION

Investors that Bid in this Issue will be required to confirm and will be deemed to have represented to our Company,

the BRLM and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they

are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not

offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules,

regulations, guidelines and approvals to acquire Equity Shares. Our Company, the BRLM and their respective directors,

officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether

such investor is eligible to acquire Equity Shares in the Issue.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with competent courts/authorities in Kochi, Kerala, India.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to persons resident in India including Indian nationals resident in India who are not minors,

HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to

invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks

and regional rural banks, co-operative banks (subject to RBI permission), trusts (registered under Societies

Registration Act, 1860, or any other trust law and are authorized under their constitution to hold and invest in equity

- 239 -

shares) and to eligible NRIs and FIIs as defined under the Indian laws and other eligible foreign investors. This Draft

Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to equity shares

issued hereby in any jurisdiction other than India, to any person to whom it is unlawful to make an offer or invitation

in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform

himself or herself about and to observe any such restrictions.

Any disputes arising out of this Issue will be subject to the jurisdiction of courts in Kerala, only. No action has been or

will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except

that the Draft Red Herring Prospectus has been submitted to the Stock Exchange. Accordingly, the Equity Shares,

represented thereby may not be offered or sold, directly or indirectly, and the Draft Red Herring Prospectus may not

be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

Neither the delivery of the Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances create

any implication that there has been no change in the affairs of our Company since the date hereof or that the

information contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S.

Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United

States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S), except pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and

applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the

United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable

laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except

in compliance with the applicable laws of such jurisdiction.

Each purchaser that is acquiring the Equity Shares issued pursuant to this Issue, by its acceptance of the Draft Red

Herring Prospectus and of the Equity Shares issued pursuant to this Issue, will be deemed to have acknowledged,

represented to and agreed with our Company, the BRLM that it has received a copy of the Draft Red Herring

Prospectus and such other information as it deems necessary to make an informed investment decision and that:

1. the purchaser is authorized to consummate the purchase of the Equity Shares issued pursuant to this Issue in

compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares issued pursuant to this Issue have not been and will not be

registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United

States and are subject to restrictions on transfer;

3. the purchaser is purchasing the Equity Shares issued pursuant to this Issue in an offshore transaction meeting the

requirements of Rule 903 of Regulation S under the U.S. Securities Act;

4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares

issued pursuant to this Issue, was located outside the United States at the time the buy order for such Equity

Shares was originated and continues to be located outside the United States and has not purchased such Equity

Shares for the account or benefit of any person in the United Sates or entered into any arrangement for the

transfer of such Equity Shares or any economic interest therein to any person in the United States;

5. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any

economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or

- 240 -

otherwise transferred only in accordance with all applicable laws, including the securities laws of the States of the

United States;

7. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless the

Company determine otherwise in accordance with applicable law, will bear a legend substantially to the following

effect:

THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY

AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,

PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR

RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE

SECURITIES LAWS OF ANY STATE OF THE UNITED STATES

8. the Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than in

compliance with the above-stated restrictions; and the purchaser acknowledges that the Company, the BRLM,

their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,

representations and agreements and agrees that, if any of such acknowledgements, representations and

agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it

will promptly notify the Company, and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or

more accounts, it represents that it has sole investment discretion with respect to each such account and that it

has full power to make the foregoing acknowledgements, representations and agreements on behalf of such

account.

DISCLAIMER CLAUSE OF THE SME PLATFORM OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

As required, a copy of this Draft Red Herring Prospectus has been submitted to National Stock Exchange of India

Limited (hereinafter referred to as NSE). NSE has given vide its letter ref.: [] dated [], 2013 permission to our

Company to use the Exchange’s name in this Draft Red Herring Prospectus as one of the stock exchanges on which our

Company’s securities are proposed to be listed. The Exchange has scrutinized this Draft Red Herring Prospectus for its

limited internal purpose of deciding on the matter of granting the aforesaid permission to our Company. It is to be

distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that

the Draft Red Herring Prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or

endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus, nor does it

warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; nor does it take any

responsibility for the financial or other soundness of our Company, its promoters, its management or any scheme or

project of this Company.

Every person who desires to apply for or otherwise acquire any of our Company’s securities may do so pursuant to

independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by reason of

any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition

whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

FILING

A copy of the Draft Red Herring Prospectus and the Red Herring Prospectus shall not be filed with SEBI, nor will SEBI

issue any observation on the offer document in term of Regulations 106(M)(3) and 106(O) of the SEBI ICDR

Regulations. However, a copy of the Prospectus will be filed with SEBI at Corporation Finance Department, Plot No

C4-A, ‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 while filing the Prospectus with the NSE and

RoC.

- 241 -

A copy of the Red Herring Prospectus, along with documents will be filed under Section 60B of the Act, and a copy of

the Prospectus to be filed under Section 60 of the Companies Act would be delivered for registration to the RoC.

LISTING

The Equity Shares issued through this Draft Red Herring Prospectus are proposed to be listed on the SME platform of

the NSE. Initial listing applications have been made to the NSE for permission to list the Equity Shares and for an

official quotation of the Equity Shares of our Company. The NSE shall be the Designated Stock Exchange. In case the

permission for listing of the Equity Shares is not granted by the NSE, our Company shall forthwith repay, without

interest, all moneys received from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is

not repaid within 8 days after the day from which our Company becomes liable to repay it (i.e. from the date of

refusal or within twelve working days from the Bid/Issue Closing Date, whichever is earlier) then our Company and

every director of our Company who is an officer in default shall, on and from expiry of 8 days, be jointly and severally

liable to repay that money with interest, at 15% per annum on the application monies as prescribed under Section 73

of the Companies Act.

Our Company with the assistance of the Book Running Lead Manager shall ensure that all steps for the completion of

the necessary formalities for listing and commencement of trading on the SME platform of the NSE where the Equity

Shares are proposed to be listed are taken within twelve Working Days of Bid/Issue Closing Date.

IMPERSONATION

Attention of the Bidders is specifically drawn to the provisions of Sub-Section (1) of Section 68A of the Companies Act

which is reproduced below:

“Any person who-

a. makes in a fictitious name, an application to a company for acquiring, or subscribing for, any shares

therein, or

b. otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other

person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five

years.”

CONSENTS

Consents in writing of: (a) our Directors, the Company Secretary and Compliance Officer, the Auditor, the legal

advisors, the advisor, the Banker(s) to the Issue, the Banker(s) to our Company, and (b) the Book Running Lead

Manager, the Syndicate Members*, the Escrow Collection Banks*, Refund Bank(s) and the Registrar to the Issue to act

in their respective capacities, have been obtained and will be filed along with a copy of the Prospectus with the RoC

and have agreed that such consents have not been withdrawn upto the time of registration, as required under

Sections 60 and 60B of the Companies Act.

*The aforesaid will be appointed prior to filing of the Red Herring Prospectus with RoC and their consents as above

would be obtained prior to the filing of the Red Herring Prospectus with NSE.

Sivaprasad and Associates, Chartered Accountants, our Statutory Auditor have given their written consent to the

inclusion of their report dated February 6, 2013 in the form and context in which it appears in the Draft Red Herring

Prospectus and such consent and report will not be withdrawn upto the time of delivery of the Prospectus for

registration to the Registrar of Companies.

Sivaprasad and Associates, Chartered Accountants, our Statutory Auditor have given their written consent to the

statement of tax benefits dated February 6, 2013 accruing to our Company and its members in the form and context

- 242 -

in which it appears in the Draft Red Herring Prospectus and will not withdraw such consent upto the time of delivery

of the Prospectus for registration with the Registrar of Companies.

EXPERT OPINION

Except for the IPO grading agency and Statutory Auditor, our Company has not obtained any other expert opinion.

EXPENSES OF THE ISSUE

The total expenses of the Issue are estimated to be approximately ` [] lacs. The expenses of the Issue payable by our

Company includes, among others, brokerage, fee payable to the Book Running Lead Manager to the Issue and

Registrar to the Issue, lead management fees, underwriting and selling commission, advertisement and marketing

expenses, printing and distribution expenses, legal fees, bidding software expenses, depository charges and listing

fees of the Stock Exchange and other miscellaneous expenses estimated as follows:

Activity Amount

(` in lacs)

% of the Issue

Expenses

% of total

Issue Size

Lead management fees (including, underwriting

commission, market making fees, brokerage and selling

commission)*

[●] [●] [●]

Registrar to the Issue* [●] [●] [●]

Advisor* [●] [●] [●]

Banker(s) to the Issue* [●] [●] [●]

Others:* [●] [●] [●]

- Printing and stationery* [●] [●] [●]

- Listing fees* [●] [●] [●]

- Advertising and marketing expenses* [●] [●] [●]

- Others* [●] [●] [●]

Total estimated Issue expenses [●] [●] [●]

* Would be incorporated post finalization of Issue Price.

FEES PAYABLE TO THE BOOK RUNNING LEAD MANAGER

The total fees payable to the Book Running Lead Manager will be as per the Issue Agreement, a copy of which is

available for inspection at the Registered Office.

FEES PAYABLE TO THE REGISTRAR TO THE ISSUE

The fees payable to the Registrar to the Issue including fees for processing of Bid cum Application Forms, data entry,

printing of Allotment Advice, refund order, preparation of refund data on magnetic tape, printing of bulk mailing

register will be as per the agreement dated December 10, 2012, signed among our Company and the Registrar to the

Issue, a copy of which is available for inspection at our Registered Office.

The Registrar to the Issue will also be reimbursed for all out-of-pocket expenses including cost of stationery, postage,

stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable

them to send refund orders or Allotment Advice by registered post/speed post (subject to postal rules).

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE YEARS

- 243 -

There have been no public or rights issues undertaken by our Company during the five years preceding the date of this


PREVIOUS ISSUES OTHERWISE THAN FOR CASH

Except as disclosed in the chapter “Capital Structure” on page 24 Our Company has not issued any Equity Shares for

consideration otherwise than for cash.

COMMISSION OR BROKERAGE ON PREVIOUS ISSUES

Since this is the IPO of the Equity Shares of our Company, no sum has been paid or has been payable as commission or

brokerage for subscribing to or procuring or agreeing to procure subscription for any of Equity Shares since our

Company’s inception.

CAPITAL ISSUES IN THE PRECEDING THREE YEARS

Except as disclosed in “Capital Structure” and “Our Promoters and Group Entities” on pages 24 and 100 of the DRHP

respectively, our Company and our Group Companies and any of its affiliate or associates have not made any capital

issues during the three years preceding the date of this Draft Red Herring Prospectus.

PERFORMANCE VIS-À-VIS OBJECTS

Our Company has not completed any public or rights issue in the 10 years preceding the date of the Draft Red Herring

Prospectus.

PERFORMANCE VIS-S-VIS OBJECTS: LAST ISSUE OF GROUP ENTITIES OR ASSOCIATE COMPANIES

Except as stated in “Our Promoters and Group Entities” on page 100 of the DRHP, none of our Group Companies have

made any public or rights issues in the 10 years preceding the date of this Draft Red Herring Prospectus.

OUTSTANDING DEBENTURES, BONDS OR REDEEMABLE PREFERENCE SHARES

As on the date of the Draft Red Herring Prospectus, our Company does not have any outstanding debentures, bonds

or redeemable preference shares.

PARTLY PAID-UP SHARES

As on the date of this Draft Red Herring Prospectus, there are no partly paid-up Equity Shares of our Company.

STOCK MARKET DATA OF THE EQUITY SHARES

This being the IPO of the Equity Shares of our Company, the Equity Shares of our Company are not listed on any stock

exchange and hence no stock market data is available.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

The agreement dated December 10, 2012 between the Registrar to the Issue and our Company, provides for retention

of records with the Registrar to the Issue for a minimum period of three years from the last date of dispatch of letters

of Allotment, demat credit and making refunds as per the modes disclosed to enable the investors to approach the

Registrar to the Issue for redressal of their grievances.

- 244 -

All grievances relating to the Issue may be addressed to the Registrar to the Issue quoting the full details such as name

of the sole or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, number of Equity Shares

applied for, date of Bid cum Application Form, name and address of the member of the Syndicate, Broker Centre, as

the case may be, where the Bid was submitted and cheque or draft number and issuing bank thereof.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant

SCSBs or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Syndicate

ASBA Bidding Locations, Broker Centre, as the case may be, quoting full details such as name of the sole or first Bidder,

Bid cum Application Form number, Bidders’ DP ID, client ID, PAN, number of Equity Shares applied for, date of Bid cum

Application Form, name and address of the member of the Syndicate or the Designated Branch, as the case may be,

where the ASBA Bid was submitted and ASBA Account number in which the amount equivalent to the Bid Amount was

blocked.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

We estimate that the average time required by our Company or the Registrar to the Issue for the redressal of routine

investor grievances shall be seven Working Days from the date of receipt of the complaint. In case of complaints that

are not-routine and complaints where external agencies are involved, our Company will seek to redress these

complaints as expeditiously as possible.

Our Company has appointed Ms. Smitha Varma, Company Secretary, as the Compliance Officer and he may be

contacted in case of any pre-Issue or post-Issue related problems, at the following address:

Ms. Smitha Varma

41/3197, 4th Floor

Bhagheeratha Square

Banerji Road

Kacherippady

Kochi 682018

Kerala

Tel: +91 484 6492646

Fax: +91 484 4019035

E-mail: [email protected]

CHANGES IN THE AUDITOR DURING THE LAST THREE YEARS AND REASONS, THEREOF

There has been no change in our Auditor during the three years preceding the date of this Draft Red Herring

Prospectus except as stated below:

Name of the Auditors Appointment date/Resignation Date

Sivaprasad and Associates September 30, 2011 (Appointment)

R. Vinod Kumar & Associates September 9, 2011 (Resignation)

CAPITALISATION OF RESERVES OR PROFITS DURING THE LAST FIVE YEARS

Our Company has not capitalised its reserves or profits at any time during the five years preceding the date of this


REVALUATION OF ASSETS DURING THE LAST FIVE YEARS

Our Company has not revalued its assets in the last five years.


- 245 -

SECTION VII – ISSUE RELATED INFORMATION

ISSUE STRUCTURE

Public issue of 705,600 Equity Shares for cash at a price of `[●] per Equity Share (including a share premium of `[●]

per Equity Share) aggregating to `[●] lacs by our Company of which 35,400 Equity Shares will be reserved for

subscription by Market Makers to the Issue. The Issue and the Net Issue will constitute 25% and 23.75%, respectively

of the post Issue paid-up equity share capital of our Company. The Issue is being made through the book building

process:

Particulars Qualified Institutional

Bidders

Non-Institutional

Bidders

Retail Individual

Bidders

Market Maker

Reservation Portion

Number of Equity

Shares* 335,100 Equity Shares

Not less than

100,800 Equity

Shares shall be

available for

allocation or Net

Issue less allocation

to Qualified

Institutional Bidders

and Retail Individual

Bidders

Not less than

234,300 Equity

Shares shall be

available for

allocation or Net


to Qualified


and Non-



Percentage of the

Issue Size available

for allocation

50% of the Net Issue

shall be allocated to

QIBs.

However, not less than

5% of the Net QIB

Portion shall be

available for allocation

proportionately to

Mutual Funds only

Not less than 15% of

the Net Issue shall be

available for

allocation or Net


to Qualified


and Retail Individual

Bidders

Not less than 35% of

the Net Issue shall be

available for

allocation or Net


to Qualified


and Non-Institutional

Bidders

5 % of the Issue

Basis of Allocation, if

respective category

is oversubscribed

Proportionate, subject

to minimum allotment

of 335,100 Equity

Shares and further

allotment in multiples

of 300 Equity Shares

each, as follows:

(a) 11,700 Equity

Shares,

constituting 5% of

the QIB portion,

shall be available

for allocation on a

proportionate

basis to Mutual

Funds;

(b) 323,400 Equity

Shares shall be

Proportionate Proportionate Firm Allotment

- 246 -


Bidders

Non-Institutional

Bidders

Retail Individual

Bidders

Market Maker

Reservation Portion

allotted on a

proportionate

basis to all QIBs

including Mutual

Funds receiving

allocation as per

(a) above

Minimum Bid

Such number of Equity

Shares that the Bid

Amount exceeds

`2,00,000 and in

multiples of 300 Equity

Shares thereafter

Such number of

Equity Shares that

the Bid Amount

exceeds `2,00,000

and in multiples of

300 Equity Shares

thereafter

300 Equity Shares

and in multiples of

300 Equity Shares

thereafter


Maximum Bid

Not exceeding the size

of the Issue subject to

regulations as

applicable to the

Bidder

Not exceeding the

size of the Issue

Such number of

Equity Shares so as

to ensure that the

Bid Amount does not

exceed `2,00,000


Mode of Allotment Compulsorily in

dematerialized form

Compulsorily in

dematerialized form

Compulsorily in

dematerialized form

Compulsorily in

dematerialized form

Bid Lot***

300 Equity Shares and

in multiples of 300

Equity Shares

thereafter

300 Equity Shares

and in multiples of

300 Equity Shares

thereafter

300 Equity Shares

and in multiples of

300 Equity Shares

thereafter

300 Equity Shares

Allotment Lot

300 Equity Shares and

in multiples of 300

Equity Shares

thereafter

300 Equity Shares

and in multiples of

300 Equity Shares

thereafter

300 Equity Shares

and in multiples of

300 Equity Shares

thereafter

300 Equity Shares

Trading Lot

300 Equity Shares,

however the Market

Makers may accept

odd lots if any in the

market as required

under the SEBI ICDR

Regulations, 2009.

300 Equity Shares,

however the Market

Makers may accept


market as required

under the SEBI ICDR

Regulations, 2009.

300 Equity Shares,

however the Market

Makers may accept


market as required

under the SEBI ICDR

Regulations,

2009.

300 Equity Shares

Who can Apply **

Public financial

institutions, as

specified in Section 4A

of the Companies Act:

scheduled commercial

banks, mutual funds,

foreign institutional

investor registered

with SEBI, multilateral

and bilateral

development financial

institutions, venture

Resident Indian

individuals, Eligible

NRIs, HUFs (applying

through the Karta),

companies,

corporate bodies,

scientific

institutions, societies

trusts, sub accounts

of FIIs registered

with SEBI which are

foreign corporate or

Resident Indian

individuals, Eligible

NRIs, HUF (applying

through the Karta),

applying for Equity

Shares such that the

Bid Amount does not

exceed `2,00,000 in

value.

Market maker

- 247 -


Bidders

Non-Institutional

Bidders

Retail Individual

Bidders

Market Maker

Reservation Portion

capital funds

registered with SEBI,

foreign venture capital

investors registered

with SEBI, Alternative

Investment Funds

registered with SEBI,

state industrial

development

corporations,

permitted insurance

companies registered

with the Insurance

Regulatory and

Development

Authority, provident

funds, (subject to

applicable laws) with

minimum corpus of

`2,500 lacs and

pension funds with

minimum corpus of

`2,500 lacs in

accordance with

applicable law,

National Investment

Fund set up by

Government of India,

insurance funds set up

and managed by the

army, navy and air

force of the Union of

India and insurance

funds set up and

managed by the

Department of Posts,

India, Nominated

Investor(s)

foreign individuals.

Terms of Payment

****

Full Bid Amount On

Bidding through the

ASBA Process

Full Bid Amount on

bidding through the

ASBA Process

Full Bid Amount on

bidding

Full Bid Amount on

bidding through the

ASBA process

* Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in Non-Institutional

and Retail Individual categories would be allowed to be met with spill over inter-se from any other categories, at the

sole discretion of our Company, the BRLM, the Designated Stock Exchange and subject to applicable provisions of SEBI

ICDR Regulations.

Our Company may, in consultation with the BRLM, allocate up to 30% of the QIB Portion to Anchor Investors

on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,

- 248 -

subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being

done to other Anchor Investors. For details, see “Issue Procedure” on page 257 of the Draft Red Herring Prospectus.

** In case the Bid Cum Application Form is submitted in joint names, the investors should ensure that the demat

account is also held in the same joint names and in the same sequence in which they appear in the Bid Cum

Application Form.

*** SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the “Circular”) standardized the lot size

for Initial Public Offer proposing to list on SME exchange/platform and for the secondary market trading on such

exchange/platform, as under

Price Band (in `) Lot Size (No of shares)

Upto 14 10,000

more than 14 upto 18 8,000






more than 90 upto 120 1.200


more than 150 upto 180 800






More than 750 upto 1000 160

above 1000 100

Further to the Circular, at the Initial Public Offer stage, the Registrar to Issue, in consultation with BRLM, our Company

and NSE shall ensure to finalize the basis of allotment in minimum lots and in multiples of minimum lot size, as per the

above given table. The secondary market trading lot size to be the same, as shall be the IPO lot size at the

application/allotment stage, facilitating secondary market trading. At the initial public offering stage if the price band

decided, falls within two different price bands than the minimum application lot size will be decided based on the

price band in which the higher price falls into. For example: if the proposed price band is at 24-28 then the lot size

shall be 4,000 shares. The lot size cannot be reduced by NSE to below the initial lot size if the trading price is below

the IPO issue price. NSE can review the lot size once in every 6 months / wherever warranted, by giving an advance

notice of at least one month to the market. However, as far as possible the stock exchange shall ensure that odd lots

are not created. Further, NSE shall ensure that the lot size shall be the same for securities traded across the Stock

Exchange. In case of oversubscription, if the option to retain ten percent of the net offer to public for the purpose of

making allotment in minimum lots is exercised, then it shall be ensured by the Issuer/Stock Exchange/ BRLM that the

post issue paid up capital of the issuer does not go beyond `2,500 lacs.

Further, vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012 dated

October 12, 2012, the allotment of equity shares to each Retail Individual Bidder shall not be less than the minimum

bid lot, subject to availability of shares in Retail Individual Bidder category, and the remaining available shares, if any,

shall be allotted on a proportionate basis.

**** In case of ASBA Bidders, SCSBs will be authorized to block funds equivalent to the Bid Amount in the relevant

ASBA Account as detailed in the Bid cum Application Form.

- 249 -

Further, in terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013 it is clarified that for making

applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name with

any other SEBI registered SCSB(s). Such account is used solely for the purpose of making application in public issues

and clear demarcated funds should be available in such account for ASBA applications.

Anchor Investor shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid. Provided, that

any difference between the Issue Price and Anchor Investor Allocation Price, shall be payable by the Anchor Investor

Pay-in Date. If the Issue Price is lower than the Anchor Investor Allocation Price, the Allotment to Anchor Investors

shall be at the Anchor Investor Allocation Price.


In accordance with the SEBI ICDR Regulations, our Company in consultation with the BRLM, reserves the right not to

proceed with the Issue at anytime including after the Bid/ Issue Opening Date but before the Allotment of Equity

Shares, without assigning the reasons thereof. Provided, if our Company withdraws the Issue after the Bid/ Issue

Closing Date, our Company will give the reason thereof within two days of the Bid/ Issue Closing Date by way of a

public notice in the same newspapers where the pre-Issue advertisement had appeared. The Stock Exchange is to be

informed promptly and the BRLM, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank

accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the

Stock Exchange, which our Company shall apply for after Allotment and (ii) the final RoC approval of the Prospectus.

In terms of the SEBI ICDR Regulations, QIBs bidding in the Net QIB Portion and Non-Institutional Investors are not

allowed to withdraw nor lower the size of their Bids after bidding.

In the event of withdrawal of the Issue anytime after the Bid/Issue Opening Date, our Company will forthwith repay,

without interest, all monies received from the applicants in pursuance of the Draft Red Herring Prospectus. If such

money is not repaid within eight days after our Company becomes liable to repay it, i.e. from the date of withdrawal,

then our Company, on and from such expiry of eight days, be liable to repay the money, with such interest as

prescribed under Section 73 of the Companies Act.

Letters of Allotment, refund orders or instructions to SCSBs

Our Company shall credit the Equity Shares to the valid beneficiary account with its Depository Participants within 12

Working Days from the Bid Closing Date to all successful Allottees.

Please note that only Bidders having a bank account at any of the 68 centres where the clearing houses for the NECS

as notified by the RBI are eligible to receive refunds or payment through electronic transfer of funds. For all other

Bidders, including Bidders having bank accounts in the said 68 centres who have not updated their bank particulars

along with the nine-digit MICR code, the refund orders shall be dispatched within 12 Working Days of the Bid Closing

Date through speed post or registered post.

In case of ASBA Bidders, the Registrar to the Issue shall instruct the SCSBs to unblock the funds in the relevant ASBA

Account to the extent of the Bid Amount specified in the Bid Cum Application Form for withdrawn, rejected or

unsuccessful or partially successful ASBAs within 12 Working Days from the Bid Closing Date.

Interest in case of delay in dispatch of refund orders or instructions to SCSBs

In accordance with the Companies Act, the requirements of the Stock Exchange and SEBI ICDR Regulations, our

Company undertakes that:

- 250 -

Allotment shall be made only in dematerialised form within 12 Working Days from the Bid Closing Date;

Dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT, RTGS or NECS,

shall be done within 12 Working Days from the Bid Closing Date;

Instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or unsuccessful

Bids shall be made within 12 Working Days from the Bid Closing Date;

It shall pay interest at 15% p.a. if the refund orders have not been dispatched to the Bidders or if, in a case where

the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, RTGS or NECS, the refund

instructions have not been given to the clearing system in the disclosed manner within 12 Working Days from the

Bid Closing Date or if instructions to SCSBs to unblock funds in the ASBA Accounts are not given within 12 Working

Days of the Bid Closing Date; and

If such money is not repaid within 8 days from our Company becoming liable to repay, our Company and every

Director of our Company who is an officer in default shall be jointly and severally liable to repay the money with

interest as prescribed under sub-section (2) and (2A) of Section 73 of the Companies Act;

Our Company will provide adequate funds required for dispatch of refund orders or CAN to the Registrar to the Issue.

Refunds will be made by cheques, pay orders or demand drafts drawn on any one or more of the Refund Banker(s)

and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or

demand drafts at other centres will be payable by the Bidders.

In case of ASBA Bidders, the SCSBs will unblock funds in the ASBA Accounts to the extent of the refund to be made

based on instructions received from the Registrar to the Issue.

Bid/Issue Programme*

BID OPENING DATE [●]

BID CLOSING DATE [●]

* Our Company may in consultation with the BRLM consider participation by Anchor Investors. Anchor Investor shall

Bid on Anchor Investor Bidding Date.

Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids shall be accepted only

between 10:00 a.m. and 5:00 p.m. (Indian Standard Time) during the Bidding Period at the Bidding Centres mentioned

on the Bid cum Application Form or, in case of Bids submitted by the ASBA Bidders, the Designated Branches and the

Syndicate ASBA Bidding Locations or Broker Centre except that:

(i) in case of Bids by QIBs under the QIB Portion, the Bids shall be accepted only between 10:00 a.m. and 3:00

p.m. (Indian Standard Time) and uploaded until 4:00 p.m. on the Bid Closing Date;

(ii) in case of Bids by Non-Institutional Bidders, the Bids shall be accepted only between 10:00 a.m. and 3:00 p.m.

(Indian Standard Time) and uploaded until 4:00 p.m. on the Bid Closing Date; and

(iii) in case of Bids by Retail Individual Bidders, the Bids shall be accepted only between 10:00 a.m. and 3:00 p.m.

(Indian Standard Time) and uploaded until 5:00 p.m. on the Bid Closing Date, which may be extended up to

such time as deemed fit by the Stock Exchange after taking into account the total number of applications

received up to the closure of timings and reported by BRLM to the Stock Exchange within half an hour of such

closure.

- 251 -

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum

Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchange may be taken

as the final data for the purpose of allotment. In case of discrepancy in the data entered in the electronic book vis-à-

vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the

Registrar to the Issue shall ask the relevant SCSB or the member of the Syndicate for rectified data.

QIB Bidders and Non-Institutional bidders may note that only upward revision is permitted with respect to the

quantity and/or price of the Equity Shares, in any option, for which a Bid has been submitted. Further, QIB Bidders

and Non-Institutional bidders are not allowed to withdraw their bids once they have been bid.

Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bidding Period in

accordance with the SEBI ICDR Regulations. The cap shall not be more than 120% of the floor of the Price Band.

Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to

the extent of 20% of the floor of the Price Band.

In case of revision in the Price Band, the Bidding Period shall be extended for at least three additional Working Days

after such revision, subject to the total Bidding Period not exceeding 10 Working Days. Any revision in the Price Band,

and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Stock Exchange, by

issuing a press release and also by indicating the change on the websites of the BRLM and the terminals of the other

members of the Syndicate.

Indicative dates of Bid closing, finalization of Basis of Allotment, credit of Equity Shares to successful Bidder’s demat

account, initiation of refunds and commencement of trading of Equity Shares:

Activity Indicative dates

Bid Closing Date [●]

Finalisation of Basis of Allotment [●]

Credit of Equity Shares [●]

Initiation of refunds [●]

Commencement of trading of Equity Shares [●]

The above timetable is indicative and does not constitute any obligation on the Company or the BRLM. Whilst the

Company shall ensure that all steps for the completion of the necessary formalities for the listing and the

commencement of trading of the Equity Shares on the Stock Exchange are taken within 12 Working Days of the

Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period

by the Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the

Stock Exchange. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock

Exchange and in accordance with the applicable law.

- 252 -

TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, the Memorandum and Articles of

Association of our Company, conditions of RBI approval, if any, the Listing Agreement to be entered with the NSE, the

terms of this Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus, Bid cum Application Form, the

Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the

Allotment Advice, and other documents/certificates that may be executed in respect of the Issue. The Equity Shares

shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital

and listing and trading of securities issued from time to time by SEBI, Government of India, Stock Exchange, RBI, RoC

and / or other authorities, as in force on the date of the Issue and to the extent applicable.

Ranking of Equity Shares

The Equity Shares being offered shall be subject to the provisions of the Companies act and of the Memorandum and

Articles of Association and shall rank paripassu in all respects with the other existing shares of our Company including

in respect of the rights to receive dividends. The Allottees of the Equity Shares in this Issue shall be entitled to

dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further

details, see “Main Provisions of the Articles of Association” on page 300 of the Draft Red Herring Prospectus.

Mode of payment of dividend

We shall pay dividend to our shareholders as per the provisions of the Companies Act, the Articles of Association and

the Listing Agreements.

Face Value and Issue Price

The face value of each Equity Share is `10. The Floor Price of Equity Shares is ` [●] per Equity Share and the Cap Price

is ` [●] per Equity Share. At any given point of time there shall be only one denomination of Equity Shares, subject to

applicable law.

Compliance with Regulations issued by SEBI

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, the equity shareholders

of our Company shall have the following rights:

Right to receive dividend, if declared;

Right to attend general meetings and exercise voting powers, unless prohibited by law;

Right to vote on a poll either in person or by proxy;

Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation subject to any statutory and other preferential claims being satisfied;

Right of free transferability subject to applicable law, including any RBI rules and regulations and

Such other rights, as may be available to a shareholder of a listed public company under the Companies Act

the terms of the listing agreements executed with the Stock Exchange, and the Memorandum and Articles of

Association of our Company.

- 253 -

For a detailed description of the main provisions of the Articles of Association such as those dealing with voting rights,

dividend, forfeiture and lien, transfer and transmission and / or consolidation / splitting, please see “Main Provisions

of the Articles of Association” on page 300 of this Draft Red Herring Prospectus.

Market Lot, Trading Lot and Minimum Application Value

Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of

existing SEBI ICDR Regulations, the trading in the Equity Shares shall only be in dematerialized form for all investors.

The trading of Equity Shares will happen with the minimum lot size of 300 equity shares and the same may be

modified by the SME Platform of NSE from time to time by giving prior notice to investors at large. The trading lot is

300 Equity Shares. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, in

multiple of 300 Equity Share, subject to a minimum allotment of 300 Equity Shares. For further details of allocation

and allotment, see “Issue Procedure” on page 257 of this Draft Red Herring Prospectus.

Joint Holders

Subject to provisions contained in our Articles of Association, where two or more persons are registered as the

holders of any Equity Share, they shall be deemed to hold the same as joint tenants with benefits of survivorship.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts in Kerala .

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws

in the United States and may not be offered or sold within the United States or to, or for the account or benefit of,

“U.S. persons” (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject

to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the

Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on

Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales

occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except

in compliance with the applicable laws of such jurisdiction.

Nomination Facility to the Investor

In accordance with Section 109A of the Companies Act, the sole or first bidder, along with other joint bidder, may

nominate any one person in whom, in the event of the death of sole bidder or in case of joint bidders, death of all the

bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the

Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies

Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder

of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the

prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the

minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of equity share(s) by the person

nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be

made only on the prescribed form available on request at our Company’s registered office or to our Registrar and

Transfer Agents.

In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the

provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by

the Board, elect either:

1. to register himself or herself as the holder of the Equity Shares; or

2. to make such allotment of the Equity Shares, as the deceased holder could have made.

- 254 -

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or

herself or to allot the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board

may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares,

until the requirements of the notice have been complied with.

Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode, there is no need to

make a separate nomination with us. Nominations registered with respective depository participant of the

applicant would prevail. If the investors require changing the nomination, they are requested to inform their

respective depository participant.

Minimum Subscription

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. If our Company does

not receive the subscription of 100% of the Issue through this offer document including devolvement of Underwriters

within sixty days from the date of closure of the issue, the issuer shall forthwith refund the entire subscription amount

received. If there is a delay beyond eight days after the issuer becomes liable to pay the amount, the issuer shall pay

interest prescribed under section 73 of the Companies Act, 1956.

Migration to Main Board

Our company may migrate to the main board of NSE from the SME Exchange at a later date subject to the following:

a) If the Paid up Capital of our Company is likely to increase above `25 crore by virtue of any further issue of

capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution

through postal ballot wherein the votes cast by the shareholders other than the Promoters in favour of the

proposal amount to at least two times the number of votes cast by shareholders other than promoter

shareholders against the proposal and for which our Company has obtained in-principal approval from the

main board), our Company shall apply to NSE for listing of its shares on its Main Board subject to the

fulfillment of the eligibility criteria for listing of specified securities laid down by the Main Board.

OR

b) If the Paid up Capital of our company is more than ` 10 crore but below ` 25 crore, our Company may still

apply for migration to the main board if the same has been approved by a special resolution through postal

ballot wherein the votes cast by the shareholders other than the Promoters in favour of the proposal amount

to at least two times the number of votes cast by shareholders other than promoter shareholders against the

proposal.

Market Making

The shares offered though this issue are proposed to be listed on the SME Platform of NSE and traded in the SME Call

auction market, wherein the BRLM shall ensure compulsory market making through registered market makers of the

SME Exchange for a minimum period of three years from the date of listing of shares offered though this Draft Red

Herring Prospectus. For further details of the Market Making arrangement see “General Information” on page 15 of

this Draft Red Herring Prospectus.

Arrangement for disposal of odd lot

The trading of the equity shares will happen in the minimum contract size of 300 shares. However, the market maker

shall buy the entire shareholding of a shareholder in one lot, where value of such shareholding is less than the

minimum contract size allowed for trading on the SME Exchange.

- 255 -

Bid/Issue Period

BID OPENS ON [●]

BID CLOSES ON [●]

Bids and any revision in Bids shall be accepted only between 10:00 a.m. and 5:00 p.m. (Indian Standard Time) during

the Bidding Period as mentioned above at the bidding centres mentioned in the Bid Cum Application Form, or, in case

of Bids submitted through ASBA, the Designated Branches of the SCSBs, except on the Bid/ issue Closing Date. For

further details see “General Information” on page 15 of the Draft Red Herring Prospectus.

Application by Eligible NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI

As per the extant policy of the Government of India, OCBs cannot participate in this Issue. The RBI has however

clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated

and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-

resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI

Scheme with the prior approval of Government if the investment is through Government Route and with the prior

approval of RBI if the investment is through Automatic Route on case by case basis. OCBs may invest in this Issue

provided it obtains a prior approval from the RBI. On submission of such approval along with the Bid cum

Application Form, the OCB shall be eligible to be considered for share allocation.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

outside India) Regulations, 2000, there exists a general permission for NRIs, FIIs and foreign venture capital investors

registered with SEBI to invest in shares of Indian companies by way of subscription in an initial public offering.

However, such investments would be subject to other investment restrictions under the Foreign Exchange

Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI

regulations as may be applicable to such investors. It is to be distinctly understood that there is no reservation for

NRIs, FIIs or FVCIs registered with SEBI, applicants will be treated on the same basis with other categories for the

purpose of allocation.

The allotment of Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the

Government of India/RBI while granting such approvals.

The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries

about the limits applicable to them. Our Company and the BRLM do not accept any responsibility for the

completeness and accuracy of the information stated hereinabove. Our Company and the BRLM are not liable to

inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may

occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent

investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws

or regulations.

Restriction on transfer of Equity Shares

Except for lock-in as detailed in “Capital Structure” beginning on page 24 of the Draft Red Herring Prospectus, and

except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no

restrictions on transmission of Equity Shares and on their consolidation/ splitting except as provided in the Articles of

Association. Please see “Main Provisions of the Articles of Association” beginning on page 300 of the Draft Red Herring

Prospectus.


Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue any time after the Bid

Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers,

in which the pre-Issue advertisements were published, within two days, providing reasons for not proceeding with the

Issue. Our Company shall also inform the same to the National Stock Exchange and the BRLM through the Registrar

shall notify the SCSBs to unblock the ASBA Account within one Working Day from the date of such notification.

- 256 -

In the event of withdrawal of the Issue any time after the Bid/Issue Opening Date, our Company will forthwith repay,



then our Company, on and from the expiry of eight days, be liable to repay the money, with such interest at the rate


Any further issue of Equity Shares by our Company shall be in compliance with applicable laws.

If our Company withdraws the Issue after the Bid Closing Date, our Company shall be required to file a fresh Red

Herring Prospectus.

Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals of the Stock

Exchange, which our Company shall apply for after Allotment, and the final RoC approval of the Prospectus

- 257 -

ISSUE PROCEDURE

This section applies to all Bidders. Please note that all Bidders can participate in the Issue through the ASBA process.

The SEBI Circular no.CIR/CFD/DIL/1/2011 dated April 29, 2011 (“Circular”) has made applications by QIBs(excluding

those bidding under the Anchor Investor Portion) and Non-Institutional Bidders compulsorily through the ASBA process.

Only Retail Individual Bidders can also participate in the Issue through the non ASBA process. ASBA Bidders should note

that the ASBA process involves application procedures that are different from the procedure applicable to Bidders

other than the ASBA Bidders. Bidders applying through the ASBA process should carefully read the provisions

applicable to such applications before making their application through the ASBA process. ASBA Bidders may also

apply electronically through the internet banking facility wherever provided for by the SCSB. Bidders other than ASBA

Bidders are required to submit their Bids to the Syndicate.

Please note that all Bidders are required to make the full Bid Amount or instruct the relevant SCSB to block the full Bid

Amount along with the application.

Further, please note that pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) (Fourth Amendment) Regulations, 2012, certain aspects, such as withdrawal and revision of Bids,

manner of allocation to Retail Individual Bidders and announcement of Price Band, have been modified. Please note

that such modifications have come into effect from October 12, 2012 and all Bidders are advised to read this section

carefully before participating in the Issue.

Further, please note that pursuant to the SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012, submission of Bid

cum Application Forms can now be made through the nationwide broker network of the Stock Exchanges. Please note

that such modifications have come into effect from January 01, 2012 and all Bidders are advised to read this section

carefully before participating in the Issue.

Bidders are advised to make their independent investigations and ensure that their Bids do not exceed the investment

limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in this Draft


Book Building Procedure

The Issue is being made through the Book Building Process wherein 50% of the Issue shall be available for allocation to

Qualified Institutional Buyers on a proportionate basis. Provided that our Company may in consultation with the BRLM

allocate up to 30% of the QIB Portion to Anchor Investors at Anchor Investor Allocation Price on a discretionary basis

out of which one-third shall be reserved for domestic Mutual Funds only. In the event of under-subscription in the

Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Out of the Net QIB

Portion, 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be

available for Allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from

them at or above the Issue Price. The remaining demand by the Mutual Funds shall, as part of the aggregate demand

by QIBs, be available for allocation proportionately out of the remainder of the Net QIB Portion, after excluding the

allocation in the Mutual Fund Portion. However, if the aggregate demand from Mutual Funds is less than 5% of the

QIB Portion, the balance Equity Shares in the Mutual Fund Portion will be added to the Net QIB Portion and allocated

to QIBs on a proportionate basis, subject to valid Bids being received at or above the Issue Price.

Further, not less than 15% of the Issue would be available for allocation to Non-Institutional Bidders and not less than

35% of the Issue would be available for allocation to Retail Individual Bidders on a proportionate basis, subject to valid

bids being received from them at or above the Issue Price.

All Retail Individual Bidders applying through cheques or demand drafts are required to submit their Bids through the

Syndicate.

All QIBs (other than Anchor Investors) and Non Institutional Bidders compulsorily have to apply in this Issue through

the ASBA process. Retail Individual Bidders have the option of applying in this Issue through the ASBA process ASBA

Bidders are required to submit their Bids to the SCSBs or to the Syndicate (at Syndicate ASBA Bidding Locations) or

Broker Centres.

- 258 -

Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised form.

The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including the DP

ID numbers and the beneficiary account number, shall be treated as incomplete and rejected. Bid cum Application

Forms which do not have the details of the Bidders’ PAN, (other than Bids made on behalf of the Central and the

State Governments, residents of the state of Sikkim and official appointed by the courts) shall be treated as

incomplete and are liable to be rejected. Bidders will not have the option of being allotted Equity Shares in physical

form. The Equity Shares on allotment shall be traded only in the dematerialised segment of the Stock Exchange.

Bid cum Application Form

Pursuant to SEBI circular CIR/CFD/DIL/4/2011 dated September 27, 2011, Bid cum Application Forms have been

standardized and it has been decided that henceforth there would only be a single form for ASBA and non-ASBA

Bidders. It has also been decided that the Bid cum Application Form (accompanied with abridged prospectus) would

be printed in a booklet form of A4 size paper.

Pursuant to SEBI circular no. CIR/CFD/14/2012 dated October 04, 2012, Bid cum Application Form shall be available

for download from the website of NSE and their broker terminals which also include pre-filled information relating

to the Price Band.

Retail Individual Bidders may Bid through the ASBA process at their discretion. However, QIBs (other than Anchor

Investors) and Non-Institutional Bidders must compulsorily use the ASBA process to participate in the Issue.

Retail Individual Bidders through the non-ASBA process

In the event of bidding through the non-ASBA process, the Retail Individual Bidders shall only use a Bid cum

Application Form bearing the stamp of a member of the Syndicate. The Bid cum Application Form will be available

with the members of the Syndicate and at our Registered Office of our Company or can be downloaded from the

website of the Stock Exchange.

Retail Individual Bidders shall have the option to make a maximum of three Bids (in terms of number of Equity Shares

and respective Bid Amount) on a single Bid cum Application Form and such options shall not be considered as multiple

Bids. The Bid cum Application Form shall be serially numbered and date and time stamped at the Bidding Centres and

such form shall be issued in duplicate signed by the Retail Bidder and countersigned by the relevant member of the

Syndicate.

Upon completing and submitting the Bid cum Application Form to a member of the Syndicate or Broker Centre, Retail

Individual Bidders are deemed to have authorized our Company to make the necessary changes in the Draft Red

Herring Prospectus and the Bid cum Application Form as would be required for filing the Prospectus with the RoC and

as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the relevant

Retail Individual Bidder. Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid cum

Application Form shall be considered as the Application form.

Retail Individual Bidders, QIBs (other than Anchor Investors) and Non-Institutional Bidders Bidding through the ASBA

process

ASBA Bidders can submit their Bids by submitting Bid cum Application Forms, either in physical or electronic mode, to

the SCSB with whom the ASBA Account is maintained or in physical form to the members of Syndicate at the Syndicate

ASBA Bidding Locations or the Broker Centre. The physical Bid cum Application Forms will be available with the

Designated Branches, members of the Syndicate at the Syndicate ASBA Bidding Locations or to the Broker Centres and

at our Registered Office. The Bid cum Application Forms will also be available for download on the websites of the

Stock Exchange at least one day prior to the Bid/Issue Opening Date. In the event the Bid cum Application Form

downloaded from the websites of the Stock Exchange is submitted with a member of Syndicate at the Syndicate ASBA

Bidding Locations or the Broker Centre, the relevant member of the Syndicate or a Broker Centre should stamp it

before uploading the details of the Bid cum Application Form on to the electronic Bidding system of the Stock

Exchange. Bid cum Application Forms (except Bids submitted through electronic mode) shall be serially numbered.

- 259 -

In case of application in physical mode, the ASBA Bidder shall submit the Bid cum Application Form bearing the stamp

of the SCSB and/or Designated Branch and/or the member of the Syndicate, as the case may be, at the relevant

Designated Branch or to the members of the Syndicate at the Syndicate ASBA Bidding Locations, respectively. In case

of ASBA Bidder submitting the physical Bid cum Application Form to the Broker Centre, the relevant Broker Centre

shall stamp and forward a schedule along with the Bid cum Application Form to the relevant branch of the SCSB where

the ASBA account is maintained for blocking of funds. The Bid cum Application Form shall be serially numbered, and

the date and time shall be stamped at the Bidding center.

ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum Application Form is submitted to a

Designated Branch of the SCSB where the ASBA Account is maintained. ASBA Bidders bidding through a member of

the Syndicate should ensure that the Bid cum Application Form is submitted to a member of the Syndicate only at

the Syndicate ASBA Bidding Locations located in the cities of Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot,

Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat. Kindly note that Bid cum Application Forms submitted to

the members of the Syndicate at the Syndicate ASBA Bidding Locations will not be accepted if the SCSB where the

ASBA Account, as specified in the Bid cum Application Form, is maintained has not named at least one branch at

that location for the members of the Syndicate to deposit Bid cum Application Forms (A list of such branches is

available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1359346050389.html)

In case of application in electronic form, the ASBA Bidder shall submit the Bid cum Application Form either through

the internet banking facility available with the SCSB or the Broker Centre, or such other electronically enabled

mechanism for bidding and blocking funds in the ASBA Account held with SCSB, and accordingly registering such Bids.

Upon completing and submitting the Bid cum Application Form to the SCSB or to the member of the Syndicate at the

Syndicate ASBA Bidding Locations or the Broker Centre, the ASBA Bidder is deemed to have authorized our Company

to make the necessary changes in the Draft Red Herring Prospectus and the Bid cum Application Form, as would be

required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or

subsequent notice of such changes to the ASBA Bidder.

To supplement the foregoing, the mode and manner of bidding is illustrated in the following chart.

Category of

bidder

Mode of bidding Application form to

be used for bidding

To whom the application form has to be submitted

Retail

Individual

Bidders

Either (i) ASBA or (ii)

Non-ASBA

Bid cum Application

Form

In case of an ASBA Bidder:

(i) If using physical Bid cum Application Form:

(a) to the members of the Syndicate only at

Syndicate ASBA Bidding Locations; or

(b) to the Designated Branches of the SCSBs

where the ASBA account is maintained; or

(ii) If using electronic Bid cum Application Form, to

the SCSBs, electronically through internet banking

facility, where the ASBA account is maintained; or

(iii) to the Broker Centre; or

In case of non-ASBA Bidder:

(i) If using physical Bid cum Application Form, to the

members of the Syndicate at the Bidding Centres

as stated in the Bid cum Application Form.

(ii) to the Broker Centre as stated in the Bid cum

Application Form; or

(iii) If using electronic Bid cum application Form,

electronically through internet banking facility.

Non-

Institutional

Bidders and

QIBs (other

ASBA (Kindly note

that ASBA is

mandatory and no

other mode of

Bid cum Application

Form

(i) If using physical Bid cum Application Form:

(a) to the members of the Syndicate only at

Syndicate ASBA Bidding Locations; or

(b) to the Designated Branches of the SCSBs

- 260 -

than Anchor

Investors)

bidding is permitted) where the ASBA account is maintained;

(c) the Broker Centre; or

(ii) If using electronic Form, to the SCSBs,

electronically through internet banking facility,

where the ASBA account is maintained.

Anchor

Investors

Non- ASBA Bid cum Application

Form

To the BRLM.

Please note that there is a common Bid cum Application Form for ASBA Bidders (submitted to SCSBs or to the

Syndicate in Syndicate ASBA Bidding Locations or the Broker Centre) as well as for non-ASBA Bidders. The prescribed

colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum Application Form

Resident Indians and Eligible NRIs applying on a non-repatriation basis White

Eligible NRIs, FIIs or Foreign Venture Capital Funds, registered Multilateral and

Bilateral Development Financial Institutions applying on a repatriation basis Blue

* Bid cum Application forms for Anchor Investors shall be made available at the offices of the BRLM

Who can Bid?

1. Indian nationals resident in India, who are competent to contract under the Indian Contract Act, 1872, as

amended, in single or joint names (not more than three). Based on the information provided by the Depositories,

our Company shall have the right to either accept or reject Bids belonging to an account for the benefit of a

minor (under guardianship);

2. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of

the HUF in the Bid cum Application Form as follows:

Name of Sole or First Bidder: “XYZ Hindu Undivided Family applying through the Karta XYZ”, where XYZ is the

name of the Karta. Bids by HUFs would be considered at par with those from individuals;

3. Companies, corporate bodies, limited liability partnerships and societies registered under the applicable laws in

India and authorized to invest in equity shares under their respective constitutional or charter documents;

4. Mutual Funds registered with SEBI;

5. Eligible NRIs (whether on a repatriation basis or on a non-repatriation basis), subject to applicable law; NRIs

other than Eligible NRIs are not permitted to participate in this Issue;

6. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI

regulations and SEBI regulations, as applicable);

7. Multilateral and bilateral development financial institution;

8. Venture capital funds and Alternative Investment Funds registered with SEBI;

9. Foreign venture capital investors registered with SEBI subject to compliance with applicable laws, rules,

regulations, guidelines and approvals in the Issue;

10. FIIs and sub-accounts registered with SEBI other than a sub-account which is a foreign corporate or foreign

individual subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue;

11. Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non-

Institutional Bidders category;

12. Eligible QFIs;

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13. State Industrial Development Corporations;

14. Insurance companies registered with the Insurance Regulatory and Development Authority;

15. Provident funds with a minimum corpus of `2,500 lacs and who are authorized under their constitution to hold

and invest in equity shares;

16. Pension funds with a minimum corpus of `2,500 lacs and who are authorized under their constitution to hold

and invest in equity shares;

17. National Investment Fund set up by resolution F. No. 2/3/2005-DDII dated November 23, 2005 of Government of

India published in the Gazette of India;

18. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law

relating to trusts and who are authorized under their respective constitutions to hold and invest in equity shares;

19. Scientific and/or industrial research organizations authorized under their constitution to invest in equity shares;

20. Insurance funds set up and managed by army, navy or air force of the Union of India;

21. Limited liability partnerships;

22. Insurance funds set up and managed by the Department of Posts, India;

23. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations, guidelines and

approvals in the Issue;

24. Nominated Investor and Market Makers; and

25. Any other person eligible to Bid in this Issue, under the laws, rules, regulations, guidelines and polices applicable

to them.

As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its

circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not

under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident

entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with

the prior approval of Government if the investment is through Government Route and with the prior approval of

RBI if the investment is through Automatic Route on case by case basis. OCBs may invest in this Issue provided it

obtains a prior approval from the RBI. On submission of such approval along with the Bid cum Application Form, the

OCB shall be eligible to be considered for share allocation.

BIDDERS ARE ADVISED TO ENSURE THAT ANY SINGLE BID FROM THEM DOES NOT EXCEED THE INVESTMENT LIMITS

OR MAXIMUM NUMBER OF EQUITY SHARES THAT CAN BE HELD BY THEM UNDER APPLICABLE LAW.

Anchor Investor Portion

Our Company may, in consultation with the BRLM, consider participation by Anchor Investors in the Net Issue for up

to 30% of the QIB Portion in accordance with the SEBI ICDR Regulations. The QIB Portion shall be reduced to the

extent of allocation under the Anchor Investor Portion. In accordance with the SEBI ICDR Regulations, the key terms

for participation in the Anchor Investor Portion are as follows:

(a) Only QIBs as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations and not otherwise excluded pursuant to

Schedule XI of the SEBI ICDR Regulations are eligible to invest in the Anchor Investor Portion. In the event of

under subscription in the Anchor Investor Portion, the balance Equity Shares will be added to the Net QIB

Portion.

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(b) The Anchor Investor Bid must be for a minimum of such number of Equity Shares so that the Anchor Investor Bid

Amount exceeds `1,000 lacs and in multiples of 300 Equity Shares thereafter. An Anchor Investor Bid cannot be

submitted for more than the Anchor Investor Portion.

(c) 33,600 Equity Shares out of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual

Funds. Bids by various schemes of a Mutual Fund shall be clubbed to calculate the Bid Amount.

(d) The bidding for Anchor Investors shall open one Working Day before the Bid Opening Date and shall be

completed on the same day. Anchor Investor shall Bid on the Anchor Investor Bidding Date. Anchor Investor shall

not permitted to Bid in this Issue through the ASBA process.

(e) Our Company in consultation with the BRLM shall finalise allocation to the Anchor Investors on a discretionary

basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than:

(i) Maximum of 2 Anchor Investors for allocation upto ` 1,000 lacs.

(ii) Minimum of 2 and maximum of 15 Anchor Investors for allocation above ` 1,000 lacs and upto ` 25,000

lacs, subject to minimum allotment of ` 500 lacs per such investor.

(iii) Minimum of 5 and maximum of 25 Anchor Investors for allocation above ` 25,000 lacs, subject to minimum

allotment of ` 500 lacs per such investor.

(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity

Shares allocated to the Anchor Investors and the Anchor Investor Allocation Price, shall be made available in the

public domain by the BRLM before the Bid Opening Date.

(g) Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid. In case

the Issue Price is greater than Anchor Investor Allocation Price, the additional amount being the difference shall

be paid by the Anchor Investors by the Pay-in Date. In the event the Issue Price is lower than the Anchor Investor

Allocation Price, the Allotment to Anchor Investors shall be at Anchor Investor Allocation Price.

(h) Anchor Investors cannot withdraw their Bid after submission of the Bid.

(i) The Equity Shares allotted in the Anchor Investor Portion shall be locked-in for a period of 30 days from the date

of Allotment.

(j) Bids made by QIBs under both the Anchor Investor Portion and the Net QIB Portion shall not be considered as

multiple Bids.

(k) The payment instruments for payment into the Escrow Account should be drawn in favour of:

In case of Resident Anchor Investors: ““Escrow Account – MobME Wireless Solutions Limited - Initial Public

Offer - Anchor Investor - R”

In case of Non-Resident Anchor Investors: “Escrow Account - MobME Wireless Solutions Limited - Initial

Public Offer - Anchor Investor - NR”

Participation by associates and affiliates of BRLM and Syndicate Member

The BRLM and the Syndicate Member shall not be entitled to subscribe to this Issue in any manner except towards

fulfilling their underwriting or market making obligations. Associates and affiliates of the BRLM and the Syndicate

Member may subscribe for Equity Shares in the Issue, including in the QIB Portion and Non-Institutional Portion as

may be applicable to such Bidder, where the allocation is on a proportionate basis. Such bidding and subscription may

be on their own account or their clients. All categories of investors, including associates or affiliates of BRLM and

Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.

The BRLM, the Syndicate Members, the Promoters, the Promoter Group and any persons related to them cannot

apply in the Issue under the Anchor Investor Portion.

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Bids by Mutual Funds

As per the current regulations, the following restrictions are applicable for investments by Mutual Funds:

As per the SEBI ICDR Regulations, at least one third of the Anchor Investor Portion will be available for allocation on a

discretionary basis to domestic Mutual Funds and 5% of the Net QIB Portion is reserved for allocation to Mutual Funds

on a proportionate basis. An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in

the Mutual Fund Portion. In the event that the demand is greater than 11,700 Equity Shares, allocation shall be made

to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual

Funds shall, as part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder

of the QIB Portion, after excluding the allocation in the Mutual Fund Portion.

The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names

of the concerned schemes for which the Bids are made.

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid

cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in

either case, without assigning any reason thereof.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with

SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids

provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related

instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or

sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any

company’s paid-up share capital carrying voting rights. These limits would have to be adhered to by the Mutual

Funds for investment in this Issue.

Bids by Eligible NRIs

Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for

Allotment. Eligible NRIs bidding on a repatriation basis may make payments by inward remittance in foreign exchange

through normal banking channels or by debits to their Non-Resident External (“NRE”) or Foreign Currency Non-

Resident (“FCNR”) accounts maintained with authorized dealers registered with the RBI. Eligible NRIs bidding on a

repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents (Blue in colour),

accompanied by a bank certificate confirming that the payment has been made by debiting to the NRE or FCNR

account, as the case may be.

Eligible NRIs bidding on a non-repatriation basis may make payments by inward remittance in foreign exchange

through normal banking channels or by debits to NRE/FCNR accounts as well as NRO accounts. Eligible NRIs bidding on

a non-repatriation basis are advised to use the Bid cum Application Form meant for Resident (White in colour). Bids by

Eligible NRIs for a Bid Amount of up to `200,000 would be considered under the Retail Portion for the purposes of

allocation and Bids for a Bid Amount of more than `200,000 would be considered under Non-Institutional Portion for

the purposes of allocation. Eligible NRIs bidding under the Non-Institutional Portion are required to utilise the ASBA

facility to submit their Bids.

Bids by FIIs

As per the current regulations, the following restrictions are applicable for investments by FIIs:

The Issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up share capital of our

Company. In respect of a FII investing in Equity Shares of our Company on behalf of its sub-accounts, the investment

on behalf of each sub-account shall not exceed 10% of the total issued share capital of our Company or 5% of our total

issued capital in case such sub-account is a foreign corporate or foreign individual.

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A sub account of a FII which is a foreign corporate or foreign individual shall not be considered to be a Qualified

Institutional Buyer, as defined under the SEBI ICDR Regulations, for this Issue.

The total holdings of all FIIs and sub-accounts cannot exceed 24% of the post-Issue paid up Equity Share capital of our

Company. The said 24% limit can be increased up to the applicable sectoral cap by passing a resolution by our Board

of Directors followed by passing a special resolution to that effect by the shareholders of our Company and prior

approval of the RBI. Our Company has not obtained board or shareholders’ approval to increase the FII limit to more

than 24%. Thus as of now, the aggregate FII holding in our Company cannot exceed 24% of the total issued and paid-

up Equity Share capital of our Company.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of

regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as

amended (“SEBI FII Regulations”), an FII or its sub-account may issue, deal or hold, offshore derivative instruments

(defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII

against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its

underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons

who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued

after compliance with ‘know your client’ norms. The FII or sub-account is also required to ensure that no further issue

or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by

an appropriate foreign regulatory authority as defined under the SEBI FII Regulations. Associates and affiliates of the

underwriters including the BRLM and the Syndicate Member that are FIIs may issue offshore derivative instruments

against Equity Shares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any

obligation of, claim on or an interest in our Company or the BRLM.

Bids by SEBI registered Venture Capital Funds, Foreign Venture Capital Investors and Alternative Investment Funds

The SEBI (Venture Capital) Regulations, 1996,the SEBI (Foreign Venture Capital Investor) Regulations, 2000 and the

SEBI (Alternative investment Funds) Regulations, 2012 inter alia prescribe investment restrictions on venture capital

funds, foreign venture capital investors and alternative investment funds registered with SEBI respectively.

Accordingly, the holding by any individual venture capital fund registered with SEBI should not exceed 25% of its

corpus. However, venture capital funds or foreign venture capital investors may invest not more than 33.33% of their

respective investible funds in various prescribed instruments, including in initial public offers.

The category I and II alternative investment funds cannot invest more than 25% of the corpus in one investee

company. A category III alternative investment funds cannot invest more than 10% of the corpus in one investee

company. A venture capital fund registered as a category I alternative investment fund, as defined in the SEBI

(Alternative Investment Funds) Regulations, 2012, cannot invest more than 1/3rd of its corpus by way of subscription

to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an

AIF under the SEBI (Alternative investment Funds) Regulations, 2012 shall continue to be regulated by the SEBI

(Venture Capital) Regulations, 1996.

Pursuant to the SEBI ICDR Regulations, the shareholding of SEBI registered VCFs held in a company prior to making an

initial public offering would be exempt from lock-in requirements only if the shares have been held by them for at

least one year prior to the time of filing the draft red herring prospectus with SEBI / Stock Exchange.

Refunds, dividends and other distributions, if any, will be payable in Indian rupees only at the rate of exchange

prevailing at the time of remittance and net of bank charges and/or commission. In case of Bidders who remit

money through Indian Rupee drafts purchased abroad, such payments in Indian rupees will be converted into USD

or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the

time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE

Accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application

Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of

foreign currency.

Bids by limited liability partnerships

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In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, as

amended (“LLP Act”) a certified copy of certificate of registration issued under the LLP Act must be attached to the Bid

cum Application Form. Failing this, our Company reserves the right to reject any Bid without assigning any reason

thereof. Limited liability partnerships can participate in the Issue only through the ASBA process.

Bids by QFIs

In terms of circulars dated January 13, 2012, SEBI and RBI have permitted investment by QFIs in Indian equity issues,

including in rights issues. A QFI can invest in the Issue through its depository participant with whom it has opened a

demat account. No single QFI can hold more than five percent of paid up equity capital of our Company at any point of

time. Further, aggregate shareholding of all QFIs shall not exceed ten percent of the paid up equity capital of our

Company at any point of time.

QFIs shall be eligible to Bid under the Non-Institutional Bidders category. Further, SEBI in its circular dated January 13,

2012 has specified, amongst other things, eligible transactions for eligible QFIs (which includes investment in equity

shares in public issues to be listed on recognised stock exchange and sale of equity shares held by eligible QFIs in their

demat account through SEBI registered brokers), manner of operation of demat accounts by eligible QFIs, transaction

processes and investment restrictions. SEBI has specified that transactions by eligible QFIs shall be treated at par with

those made by Indian non-institutional investors in various respects including, margins, voting rights, public issues etc.

Eligible QFIs shall open a single noninterest bearing Rupee account with an AD category-I bank in India for routing the

payment for transactions relating to purchase of equity shares (including investment in equity shares in public issues)

subject to the conditions as may be prescribed by the RBI from time to time.

Eligible QFIs who wish to participate in the Issue are advised to use the Bid cum Application Form meant for Non-

Residents (Blue in colour). Eligible QFIs shall compulsorily Bid through the ASBA process to participate in the Issue.

Eligible QFIs are not permitted to issue off-shore derivative instruments or participatory notes.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration

issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to

reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)

Regulations, 2000 (the “IRDA Investment Regulations”), are broadly set forth below:

(i) equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10% of

the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(ii) the entire group of the investee company: the least of 10% of the respective fund in case of a life insurer or 10%

of investment assets in case of a general insurer or reinsurer (25% in case of Unit Linked Insurance Plans

(“ULIPs”) ; and

(iii) The industry sector in which the investee company operates: 10% of the insurer’s total investment exposure to

the industry sector (25% in case of ULIPs).

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of `2,500

lacs, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/pension

fund must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid,

without assigning any reason thereof. Provident funds/pension funds can participate in the Issue only through the

ASBA process.

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Bids by banking companies

The investment limit for banking companies as per the Banking Regulation Act, 1949, as amended, is 30% of the paid-

up share capital of the investee company or 30% of the banks’ own paid-up share capital and reserves, whichever is

less (except in case of certain specified exceptions, such as setting up or investing in a subsidiary company, which

requires RBI approval). Additionally, any investment by a bank in the Equity Shares must be approved by such bank’s

investment committee set up to ensure compliance with the applicable prudential norms for classification, valuation

and operation of investment portfolio of banks (currently reflected in the RBI Master Circular of July 2, 2012). Banking

companies can participate in the Issue only through the ASBA process.


applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name with

any other SEBI registered SCSB(s). Such account is used solely for the purpose of making application in public issues

and clear demarcated funds should be available in such account for ASBA applications.

Bids under power of attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,

FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of `2,500 lacs (subject to

applicable law) and pension funds with a minimum corpus of `2,500 lacs, a certified copy of the power of attorney or

the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of

association and articles of association and/or SEBI registration certificate (as applicable) and/or bye laws must be

lodged with the Bid cum Application Form. With respect to Bids made by limited liability partnerships registered under

the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited

Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company reserves

the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefore.

In addition to the above, certain additional documents are required to be submitted by the following entities:

(i) With respect to Bids by VCFs, FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be

lodged along with the Bid cum Application Form, as applicable. Failing this, our Company reserves the right to accept

or reject any Bid, in whole or in part, in either case without assigning any reasons thereof.

(ii) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development

Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory

and Development Authority must be lodged with the Bid cum Application Form. Failing this, our Company reserves the

right to accept or reject any Bid, in whole or in part, in either case without assigning any reasons thereof.

(iii) With respect to Bids made by provident funds with minimum corpus of `2,500 lacs (subject to applicable law) and

pension funds with a minimum corpus of `2,500 lacs, a certified copy of a certificate from a chartered accountant

certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum Application Form.

Failing this, our Company reserves the right to accept or reject such Bid, in whole or in part, in either case without

assigning any reasons thereof.

(iv) With respect to Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,

2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be

attached to the Bid cum Application Form.

Maximum and Minimum Bid Size

For Retail Individual Bidders

The Bid must be for a minimum of 300 Equity Shares and in multiples of 300 Equity Shares thereafter, so as to ensure

that the Bid Amount payable by the Bidder does not exceed `200,000. In case of revision of Bids, the Retail Individual

Bidders have to ensure that the Bid Amount does not exceed `200,000. Where the Bid Amount is over `200,000 due

to a revision in the Bid or a revision in the Price Band or upon exercise of the option to bid at Cut-off Price, the Bid

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would be considered for allocation under the Non-Institutional Portion. The Cut-off Price option is given only to Retail

Individual Bidders indicating their agreement to Bid and to acquire the Equity Shares at the Issue Price as determined

at the end of the Book Building Process. Under the SEBI ICDR Regulations, theRetail Individual Bidders may either

withdraw or revise their bids until finalization of allotment.

For Non-Institutional Bidders and QIB Bidders

The Bid must be for a minimum of such Equity Shares such that the Bid Amount exceeds `200,000 and in multiples of

300 Equity Shares thereafter. A Bid cannot be submitted for more than the size of the Issue. However, the maximum

Bid by a QIB should not exceed the investment limits prescribed for them by the regulatory or statutory authorities

governing them. Under the SEBI ICDR Regulations, a Non-Institutional Bidder and QIB Bidder cannot withdraw or

lower the size of their Bid after they have been bid and QIB Bidders, Non - Institutional Bidders are required to pay,

mandatorily through the ASBA process, the entire Bid Amount upon submission of Bid.

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that the Bid Amount is

greater than `200,000 to be considered for allocation in the Non-Institutional Portion. In case the Bid Amount reduces

to `200,000 or less due to a revision in the Bids or a revision in the Price Band, Bids by Non-Institutional Bidders who

are eligible for allocation in the Non-Institutional Portion would be considered for allocation under the Retail Portion.

Non-Institutional Bidders and QIB Bidders are not allowed to Bid at Cut-off Price. Please note that QIBs and Non-

Institutional Bidders can participate in the Issue only through the ASBA process.

For Bidders in the Anchor Investor Portion

The Bid by an Anchor Investor must be for a minimum of such number of Equity Shares such that the Bid Amount is

equal to or more than `1000 lacs. Bids by Anchor Investors under the Anchor Investor Portion and the Net QIB Portion

shall not be considered as multiple Bids. Under the Anchor Investor Portion, a Bid cannot be submitted for more than

30% of the QIB Portion. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Anchor

Investor shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid. Provided, that any

difference between the Issue Price and Anchor Investor Allocation Price, shall be payable by the Anchor Investor Pay-

in Date. If the Issue Price is lower than the Anchor Investor Allocation Price, the Allotment to Anchor Investors shall be

at the Anchor Investor Allocation Price.

The maximum and minimum Bid size applicable to a QIB (other than Anchor investors), Retail Individual Bidder or a

Non-Institutional Bidder shall be applicable to an ASBA Bidder in accordance with the category that such ASBA Bidder

falls under.

Bidders are advised to make independent enquiries and ensure that any single Bid from them does not exceed the

investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation

or as specified in this Draft Red Herring Prospectus.

Information for Bidders

1. Our Company and the BRLM shall publish the Bid/Issue Opening Date and the Bid/Issue Closing Date in two

national daily newspapers (one each in English and Hindi) and in one regional daily newspaper (Malayalam) with

vide circulation, where the Registered Office of our Company is situated. This advertisement shall be in the

prescribed format.

2. Our Company will file and register the Red Herring Prospectus with the RoC at least three days prior to the Bid/

Issue Opening Date.

3. Copies of the Bid cum Application Form and copies of the Red Herring Prospectus will be available with the

Syndicate and the SCSBs, as applicable. The SCSBs shall ensure that the abridged prospectus is made available on

their websites. Copies of the Bid cum Application Form and copies of the Red Herring Prospectus for Anchor

Investors can be obtained from the BRLM.

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4. Any Bidder (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring Prospectus

and / or the Bid cum Application Form can obtain the same from our Registered Office or from the members of

the Syndicate or the SCSBs.

5. Eligible Bidders who are interested in subscribing the Equity Shares should approach the members of the

Syndicate or the SCSBs (as applicable) to register their Bid. Bidders can also approach the Designated Branch of

the SCSBs to register their Bids under the ASBA process.

6. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms

should bear the stamp of the BRLM or Syndicate Member otherwise they are liable to be rejected. ASBA Bidders

may submit the Bid cum Application Form to the Designated Branches of SCSBs directly or through a member of

the Syndicate at Syndicate ASBA Bidding Locations or to the Broker Centre.

7. Please ensure that in the event the Bid cum Application form is submitted at the terminals of the Syndicate

Members and the payment is proposed to be made through the ASBA process, the SCSB with whom the payment

is to be blocked has a branch at any of the bidding centres referred to in the Circular.

8. The beneficiary accounts of Bidders for whom PAN details have not been verified will be suspended for credit,

and no credit of Equity Shares pursuant to the Issue will be made in the accounts of such Bidders.

9. For ASBA Bidders, copies of the Bid Cum Application Form will be available for all categories of Bidders, with the

Designated Branches, members of the Syndicate (in the Syndicate ASBA Bidding Locations or the Broker Centre)

and at our Registered Office. Electronic Bid Cum Application Form will be available on the websites of the SCSBs

and on the websites of the Stock Exchange at least one Working Day prior to the Bid/Issue Opening Date. Copies

of the Bid Cum Application Form will be available for the Retail Bidders with the members of the Syndicate and at

our registered office.

Bidders are advised not to submit the Bid cum Application Form directly to Escrow Collection Banks and the same

will be rejected in such cases and the Bidders will not be entitled to any compensation whatsoever.

Additional information specific to ASBA Bidders

1. Bid Cum Application Form in physical form will be available with the Designated Branches, members of the

Syndicate at the Syndicate ASBA Bidding Locations or the Broker Centre and at our registered office. Electronic

Bid Cum Application Form will be available on the websites of the SCSBs and on the website of the Stock

Exchange at least one Working Day prior to the Bid/ Issue Opening Date. Further, the SCSBs will ensure that a

soft copy of the abridged Prospectus is made available on their websites. The BRLM shall ensure that adequate

arrangements are made to circulate copies of the abridged Prospectus and Bid Cum Application Form to the

SCSBs and the Syndicate at the Syndicate ASBA Bidding Locations or the Broker Centre.

2. The ASBA Bids should be submitted in the physical mode to the Syndicate on the prescribed Bid Cum Application

Form at the Syndicate ASBA Bidding Locations or to the Broker Centre and either in physical or electronic mode,

to the SCSBs with whom the ASBA Account is maintained. Bid cum Application Form in electronic mode can be

submitted only to the SCSBs with whom the ASBA Account is maintained and not to the members of

Syndicate. SCSBs may provide the electronic mode of bidding either through an internet enabled bidding and

banking facility or such other secured, electronically enabled mechanism for bidding and blocking funds in the

ASBA Account.

ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid Cum Application Form is

submitted to a member of the Syndicate at the Syndicate ASBA Bidding Locations and that the SCSB where the

ASBA Account is maintained as specified in the Bid Cum Application Form, has named at-least one branch in

the relevant Syndicate ASBA Bidding Locations for the members of the Syndicate to deposit Bid Cum

Application Form, as displayed on the website of SEBI (http://www.sebi.gov.in/cms/sebi_data/attachdocs/

1359346050389.html). ASBA Bidders Bidding directly through the SCSBs should ensure that the Bid Cum

Application Form is submitted to a Designated Branch where the ASBA Account is maintained

(http://www.sebi.gov.in/cms/sebi_data/attachdocs/1355898148848.html).

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3. For ASBA Bids submitted to the members of the Syndicate at the Syndicate ASBA Bidding Locations, the members

of the Syndicate shall upload the ASBA Bid on to the electronic Bidding system of the Stock Exchange and deposit

the Bid Cum Application Form with the relevant branch of the SCSB at the relevant Syndicate ASBA Bidding

Locations authorized to accept such Bid Cum Application Form from the members of the Syndicate as displayed

on the website of SEBI (http://www.sebi.gov.in/cms/sebi_data/attachdocs/1359346050389.html). Bids may also

be submitted to the Broker Centre, details of which are available on the website of the Stock Exchange. The

relevant branch of the SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the

Bid Cum Application Form. For ASBA Bids submitted directly to the SCSBs, the relevant SCSB shall block an

amount in the ASBA Account equal to the Bid Amount specified in the Bid Cum Application Form, before entering

the ASBA Bid into the electronic bidding system.

ASBA Bidders should ensure that they have funds equal to the Bid Amount in the ASBA Account before

submitting the Bid cum Application Form to the members of the Syndicate at the Syndicate ASBA Bidding

Locations or the respective Designated Branch or the Broker Centre. An ASBA Bid where the corresponding

ASBA Account does not have sufficient funds equal to the Bid Amount at the time of blocking the ASBA

Account is liable to be rejected.

4. SCSBs applying on own account using ASBA facility must have a separate bank account in their name with any

other SCSB which is solely for the purposes of making such ASBA application and having clear demarcated funds

blocked for the same. SCSBs applying using an ASBA account held with themselves are liable to be rejected.

5. The members of the Syndicate at the Syndicate ASBA Bidding Locations and the SCSBs shall accept ASBA Bids

only during the Bid/Issue Period and only from the ASBA Bidders. The SCSB shall not accept any Bid Cum

Application Form after the closing time of acceptance of Bids on the Bid/ Issue Closing Date.

6. The Bid Cum Application Form shall bear the stamp of the SCSBs and/or the Designated Branch, member of the

Syndicate at the Syndicate ASBA Bidding Locations as displayed on the website of SEBI

(http://www.sebi.gov.in/pmd/scsb-asba.html), if not, the same shall be rejected.

7. Bids may also be submitted may submit the application indicating the mode of payment to any registered broker

of the Stock Exchange having its office in any of the broker centre of the Stock Exchange.

Bidders may note that in case the DP ID, BAN and PAN mentioned in the Bid Cum Application Form, as the case

may be and entered into the electronic Bidding system of the Stock Exchange by the members of the Syndicate

and the SCSBs, as the case may be, do not match with the DP ID, BAN and PAN available in the Depository

database, the Bid Cum Application Form is liable to be rejected and our Company and the members of the

Syndicate shall not be liable for losses, if any.

For Bid Cum Application Form, the basis of allotment will be based on the Registrar’s validation of the electronic

Bid details with the Depository records, and the complete reconciliation of the final certificates received from the

Escrow Collection Banks with the electronic Bid details in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated

April 22, 2010 and the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar to the Issue will

undertake technical rejections based on the electronic Bid details and the Depository database. In case of any

discrepancy between the electronic Bid data and the Depository records, our Company in consultation with the

Designated Stock Exchange, the BRLM, the Registrar and our Company, reserves the right to proceed as per the

Depository records or treat such Bid as rejected.

For ASBA Bids submitted to the SCSBs, in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated April 22, 2010, the

Registrar to the Issue will reconcile the compiled data received from the Stock Exchange and all SCSBs, and

match the same with the Depository database for correctness of DP ID, BAN and PAN. In cases where any DP ID,

BAN and PAN mentioned in the Bid file for an ASBA Bidder does not match the one available in the Depository

database, our Company in consultation with the Designated Stock Exchange, the BRLM, the Registrar, reserves

the right to proceed as per the depository records on such ASBA Bids or treat such ASBA Bids as rejected. The

Registrar to the Issue will reject multiple ASBA Bids based on common PAN as available on the records of the

Depositories.

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1359346050389.html

http://www.sebi.gov.in/pmd/scsb-asba.html

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For ASBA Bids submitted to the members of the Syndicate at the Syndicate ASBA Bidding Locations or the Broker

Centre, the basis of allotment will be based on the Registrar’s validation of the electronic Bid details with the

depository records, and the complete reconciliation of the final certificates received from the SCSBs with the

electronic Bid details in terms of the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar to the

Issue will undertake technical rejections based on the electronic Bid details and the depository database. In case

of any discrepancy between the electronic Bid data and the depository records, our Company in consultation

with the Designated Stock Exchange, the BRLM, the Registrar and our Company, reserves the right to proceed as

per the depository records or treat such Bid as rejected.

Based on the information provided by the Depositories, our Company shall have the right to accept or reject Bids

belonging to an account for the benefit of a minor (under guardianship).

Method and Process of bidding

1. The details of the Price Band and the minimum Bid lot size shall be advertised in one English national daily

newspaper, one Hindi national daily newspaper and one Malayalam newspaper with wide circulation at least five

Working Days prior to the Bid/ Issue Opening Date. This advertisement, subject to the provisions of Section 66 of

the Companies Act, shall be in the format prescribed in Schedule XIII of the SEBI ICDR Regulations. The Syndicate

and the SCSBs shall accept Bids from the Bidders during the Bid/Issue Period.

2. The Bid/Issue Period shall be a minimum of three Working Days and not exceeding twelve Working Days

(including the days for which the Issue is open in case of revision in Price Band). In case the Price Band is revised,

the revised Price Band and Bidding Period will be published in one English national daily, one Hindi national daily

and one Malayalam daily newspaper with wide circulation and the Bid/Issue Period may be extended, if required,

by an additional three Working Days, subject to the total Bid/Issue Period not exceeding twelve Working Days.

Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two national

newspapers (one each in English and Hindi) and one Malayalam daily newspaper with wide circulation, and also

by indicating the change on the website of the BRLM and at the terminals of the members of the Syndicate.

3. Each Bid cum Application Form will give the Bidder the choice to bid for upto three optional prices (for details

refer to the paragraph entitled “Bids at Different Price Levels” below) and specify the demand (i.e. the number of

Equity Shares bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum

Application Form will be treated as optional demands from the Bidder and will not be cumulated. After

determination of the Issue Price, the maximum number of Equity Shares bid for by a Bidder at or above the Issue

Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid Price, will become

automatically invalid.

4. The Bidder cannot Bid on another Bid cum Application Form after his or her Bid on one Bid cum Application Form

have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid cum Application

Form to either the same or to another member of the Syndicate or SCSBs will be treated as multiple Bids and is

liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time

prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through

the Revision Form, the procedure for which is detailed under the paragraph titled “Buildup of the Book and

Revision of Bids”.

5. Except in relation to Bids received from the Anchor Investors, the members of the Syndicate/SCSBs will enter

each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip

(TRS) which would mention each price and demand option and give the same to the Bidder. Therefore, a Bidder

can receive a TRSs with upto three price and demand option for each Bid cum Application Form.

6. The BRLM shall accept Bids from the Anchor Investors during the Anchor Investor Bidding Date i.e. one Working

Day prior to the Bid Opening Date. Bids by Anchor Investors under the Anchor Investor Portion and the Net QIB

Portion shall not be considered as multiple Bids.

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7. During the Bid/Issue Period, Bidders may approach any member of the Syndicate to submit their Bid. The

member of the Syndicate shall accept Bids from all the Bidders and shall have the right to vet the Bids in

accordance with the terms of the Syndicate Agreement and the Draft Red Herring Prospectus. Bidders who wish

to use the ASBA process should approach the members of Syndicate at Syndicate ASBA Bidding Locations or the

Broker Centre or the Designated Branches of the SCSBs to register their Bids.

8. Along with the Bid cum Application Form, all Bidders will make payment in the manner described under the

paragraph ‘Issue Procedure - Payment Instructions’ on page 284 of the Draft Red Herring Prospectus.

9. Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated

Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as

mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.

10. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids

and shall not upload such Bids with the Stock Exchange.

11. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid

Amount mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding

system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the

ASBA Bidder on request.

12. The Bid Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and

consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until

withdrawal/rejection of the Bid cum Application Form, as the case may be. Once the Basis of Allotment is

approved, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB for

unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful ASBA Bidders

to the Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on

receipt of such information from the Registrar to the Issue.

Please note that QIBs and Non-Institutional Bidders shall mandatorily submit their Bids through the ASBA process.

INVESTORS ARE ADVISED NOT TO SUBMIT THE BID CUM APPLICATION FORMS TO THE ESCROW COLLECTION

BANKS. BIDS SUBMITTED TO THE ESCROW COLLECTION BANKS SHALL BE REJECTED AND SUCH BIDDERS SHALL NOT

BE ENTITLED TO ANY COMPENSATION ON ACCOUNT OF SUCH REJECTION

Bids at Different Price Levels and Revision of Bids

The Bidders can Bid at any price within the Price Band, in multiples of 300 equity shares. The Price Band and the

minimum Bid Lot Size for the Issue shall be advertised in three daily newspapers (one in English, one in Hindi, and in

one Malayalam daily newspaper, with wide circulation, at least five Working Days prior to the Bid/Issue Opening Date.

1. In accordance with SEBI ICDR Regulations, our Company, in consultation with the BRLM, reserves the right to

revise the Price Band during the Bid/Issue Period, provided the Cap Price shall be less than or equal to 120% of

the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price

Band shall not exceed 20% on the either side i.e. the Floor Price can move up or down to the extent of 20% of the

Floor Price disclosed at least five Working Days prior to the Bid/ Issue Opening Date and the Cap Price will be

revised accordingly.

2. Our Company in consultation with the BRLM can finalise the Issue Price within the Price Band in accordance with

this clause, without the prior approval of, or intimation, to the Bidders.

3. Our Company, in consultation with the BRLM, can finalise the Anchor Investor Issue Price within the Price Band,

without prior approval of, or intimation to the Anchor Investors.

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4. Bidders can bid at any price within the Price Band. Bidders have to Bid for the desired number of Equity Shares at

a specific price. However, bidding at Cut-off Price is prohibited for QIBs and Non-Institutional Bidders and such

Bids from QIBs and Non-Institutional Bidders shall be rejected.

5. Retail Individual Bidders who Bid at the Cut-off Price agree that they shall acquire the Equity Shares at any price

within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the Bid Amount based on the

Cap Price. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual

Bidders who Bid at Cut-off Price (i.e. the total number of Equity Shares allocated in the Issue multiplied by the

Issue Price), the Retail Individual Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts

from the Refund Account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Bidders shall instruct the

SCSBs to block amount based on the Cap Price.

6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had bid at Cut-

Off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the revised Price

Band, with the members of the Syndicate or the SCSBs to whom the original Bid was submitted. In case the total

amount (i.e. original Bid Amount plus additional payment) exceeds `200,000, the Bid will be considered for

allocation under the Non Institutional Bidders category in terms of the Red Herring Prospectus. If, however, the

Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of

the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted for the purpose of

allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have

approved such revised Bid at Cut-off.

7. In case of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Price could

either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Refund

Account(s) or unblocked by the SCSBs, as applicable.

8. Our Company, in consultation with the BRLM, shall decide the minimum number of Equity Shares for each Bid to

ensure that the minimum application value is greater than `100,000.

IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS, EQUITY SHARES WILL BE ISSUED, TRANSFERRED AND

ALLOTMENT SHALL BE MADE ONLY IN THE DEMATERIALISED FORM TO THE ALLOTTEES. ALLOTTEES WILL HAVE THE

OPTION TO RE-MATERIALISE THE EQUITY SHARES, IF THEY SO DESIRE, AS PER THE PROVISIONS OF THE COMPANIES

ACT AND THE DEPOSITORIES ACT. IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN

DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY

PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION

FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE

SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS

SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME

JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM.

The trading of the Equity Shares of our Company would be in dematerialised form only for all investors in the demat

segment of the Stock Exchange. Bidders are advised to ensure that any single Bid from them does not exceed the

investment limits or maximum number of Equity Shares that can be held by them under the relevant laws, rules,

regulations, guidelines and approvals.

Escrow mechanism, terms of payment and payment into the Escrow Accounts

For details of the escrow mechanism and payment instructions, see “Issue Procedure – Payment Instructions” on page


Electronic registration of bids

1. The members of the Syndicate and the SCSBs will register the Bids using the online facilities of the Stock

Exchange. There will be at least one online connectivity to each city where a stock exchange is located in India

and where the Bids are being accepted. The BRLM, our Company and the Registrar to the Issue are not

responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by

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the members of the Syndicate and the SCSBs, (ii) the Bids uploaded by the members of the Syndicate and the

SCSBs, (iii) the Bids accepted but not uploaded by the members of the Syndicate and the SCSBs or (iv) with

respect to ASBA Bids, Bids accepted and uploaded without blocking funds in the ASBA Accounts. However, the

respective member of the Syndicate and / or the SCSBs shall be responsible for any errors in the Bid details

uploaded by them. It shall be presumed that for the Bids uploaded by the SCSBs, the Bid Amount has been

blocked in the relevant ASBA Account.

2. The Stock Exchange will offer a screen-based facility for registering Bids for the Issue. This facility will be available

on the terminals of the members of the Syndicate, their authorized agents and the SCSBs during the Bid/Issue

Period. The Syndicate Member and the Designated Branches can also set up facilities for off-line electronic

registration of Bids subject to the condition that they will subsequently download the off-line data file into the

online facilities for book building on a regular basis. On the Bid/Issue Closing Date, the members of the Syndicate

and the Designated Branches of the SCSBs shall upload the Bids till such time as may be permitted by the Stock

Exchange. This information will be available with the BRLM on a regular basis. Bidders are cautioned that a high

inflow of bids typically experienced on the last day of the bidding may lead to some Bids received on the last day

not being uploaded due to lack of sufficient uploading time, and such bids that could not be uploaded will not be

considered for allocation. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public

holiday).

3. The aggregate demand and price for Bids registered on the electronic facilities of NSE will be downloaded on a

regular basis, consolidated and displayed online at all bidding centers. A graphical representation of the

consolidated demand and price would be made available at the bidding centers and the website of the Stock

Exchange during the Bid/Issue Period along with category wise details.

4. At the time of registering each Bid, the member of the Syndicate shall enter the following details of the Bidder in

the online system:

Name of the Bidder(s): Bidders should ensure that the name given in the Bid cum Application Form is

exactly the same as the name in which the Depository Account is held. In case the Bid cum Application

Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the

same joint names and are in the same sequence in which they appear in the Bid cum Application Form;

Investor Category and sub category;

Numbers of Equity Shares Bid for;

Bid Amount;

Price option;

Cheque or Demand Draft Amount;

Cheque or Demand Number;

Bid cum Application Form number;

Depository Participant Identification Number and Client Identification Number of the Demat Account of

the Bidder; and

PAN, except for Bids on behalf of the Central and State Governments, residents of the state of Sikkim and

officials appointed by the courts

With respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs or members of

the Syndicate at Syndicate ASBA Locations or Broker Centre, as applicable shall enter the following information as

applicable pertaining to the Bidder into the electronic bidding system:

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Bid cum Application Form number

PAN (of the First Bidder, in case of more than one Bidder)

Investor Category and sub-category as outlined below

DP ID

Client ID

Number of Equity Shares Bid for

Price per Equity Share (price option) and Bid Amount

Bank Account Number of the ASBA Bidder or the person whose account is being used to apply for the

ASBA processs

Bank code for the SCSB where the ASBA Account is maintained

Location of Syndicate ASBA Bidding Locations

Sub Categories:

Retail Non-institutional QIBs

(No sub category)

- Individual

- Corporate

- Other

- Mutual Funds

- Financial Institutions

- Insurance companies

- Foreign Institutional Investors other than corporate and individual

- Sub- accounts

- Other

5. A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It

is the Bidder’s responsibility to request and obtain the TRS from the member of the Syndicate or the Designated

Branches of the SCSBs. The registration of the Bid by the member of the Syndicate or the Designated Braches of

the SCSBs does not guarantee that the Equity Shares shall be allocated either by the BRLM or the Syndicate

Member or our Company.

6. Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

7. In case of QIB Bidders, bidding in the QIB Portion, the BRLM or Syndicate Members can reject the Bids at the time

of accepting the Bid provided that the reason for such rejection is provided in writing. Bids under the Non-

Institutional Portion and Bids under the Retail Individual Portion would not be rejected except on the technical

grounds listed in the Draft Red Herring Prospectus. The members of the Syndicate may also reject Bids if all the

information required is not provided and the Bid cum Application Form is incomplete in any respect. The SCSB shall

have no right to reject Bids except on technical grounds.

8. It is to be distinctly understood that the permission given by the Stock Exchange to use their network and software

of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various

statutory and other requirements by our Company and the BRLM are cleared or approved by the Stock Exchange;

nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance

with the statutory and other requirements nor does it take any responsibility for the financial or other soundness

of our Company, our Promoters, our management or any scheme or project of our Company; nor does it in any

manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red

Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the

Stock Exchange.

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9. Only Bids that are uploaded on the online IPO system of the Stock Exchange shall be considered for allocation/

Allotment. The members of the Syndicate will be given upto one day after the Bid/Issue Closing Date to verify DP

ID and Client ID uploaded in the online IPO system during the Bid/Issue Period after which the data will be sent to

the Registrar to the Issue for reconciliation and Allotment of Equity Shares. In case of discrepancy of data between

NSE and the members of the Syndicate or the Designated Branches of the SCSBs, the decision of our Company, in

consultation with the BRLM and the Registrar to the Issue, shall be final and binding on all concerned.

10. Details of Bids in the Anchor Investor Portion will not be registered on the on-line facilities of electronic facilities of

the Stock Exchange.

Buildup of the book and revision of bids

1. The bidding process shall be only through an electronically linked transparent bidding facility provided by the

Stock Exchange. Bids registered by various Bidders (other than Anchor Investors) through the members of the

Syndicate and SCSBs shall be electronically transmitted to the NSE mainframe on a regular basis.

2. The book gets built up at various price levels. This information will be available with the BRLM on a regular basis

at the end of each day of the Bid/Issue Period. It will also be available on the website of the NSE at

www.nseindia.com.

3. During the bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular

price level is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of

the Bid cum Application Form.

4. Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision

Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details

of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has bid

for three options in the Bid cum Application Form and he is changing only one of the options in the Revision

Form, he must still fill the details of the other two options that are not being changed, in the Revision Form.

Incomplete or inaccurate Revision Forms will not be accepted by the members of the Syndicate and the

Designated Branches of the SCSBs.

5. The Bidder can make this revision any number of times during the bidding Period. However, for any revision(s) of

the Bid, the Bidders will have to use the services of the same members of the Syndicate or the SCSB through

whom the Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and

the revised Bid must be made only in such Revision Form or copies thereof. QIB Bidders and Non-Institutional

Bidders may revise their Bids upwards (in terms of quantity of Equity Shares or Bid Amount) during the Bidding

Period. Such upward revision must be made using the Revision Form.

6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid at Cut-

off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised

Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed

`2,00,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate to whom

the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment)

exceeds `2,00,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms of the

Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment

and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for

shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required

from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price.

7. In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders, who have bid at

Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded

from the Refund Account.

8. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the

incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any,

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resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance

with the terms of the Red Herring Prospectus. With respect to the ASBA Bids, if revision of the Bids results in an

incremental amount, the relevant SCSB shall block the additional Bid amount. In case of Bids, other than ASBA

Bids, the members of the Syndicate shall collect the payment in the form of cheque or demand draft, as

applicable, to be paid on account of upward revision of the Bid at the time of one or more revisions. In such

cases, the members of the Syndicate will revise the earlier Bid details with the revised Bid and provide the

cheque or demand draft number of the new payment instrument in the electronic book. The Registrar to the

Issue will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment.

9. When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the

member of the Syndicate or SCSBs, as applicable. It is the responsibility of the Bidder to request for and obtain

the revised TRS, which will act as proof of his or her having revised the previous Bid.

10. The Syndicate Members may modify selected fields (viz. DP ID and Client ID) in the Bid details already uploaded

upto one day post the Bid/Issue Closing Date.

Price discovery and allocation

After the Bid/Issue Closing Date, the BRLM will analyze the demand generated at various price levels and discuss

pricing strategy with our Company. Our Company, in consultation with BRLM, shall finalise the Issue Price and Anchor

Investor Allocation Price, the number of Equity Shares to be allotted and the allocation to successful Bidders.

1. 50% of the Issue (including 5% of QIB Portion specifically reserved for Mutual Funds) would be available for

allocation on a proportionate basis to QIBs (other than Anchor Investors) after consultation with Designated

Stock Exchange, subject to valid Bids being received at or above the Issue Price.

2. Not less than 15% and not less than 35% of the Issue, would be available for allocation on a proportionate basis

to Non-Institutional Bidders and Retail Individual Bidders, respectively, in consultation with Designated Stock

Exchange, subject to valid Bids being received at or above the Issue Price.

3. Under subscription, if any, in any category would be allowed to be met with spill over from any of the other

categories at the discretion of our Company in consultation with the BRLM. However, if the aggregate demand

by Mutual Funds is less than 11,700 Equity Shares, the balance Equity Shares available for allocation in the

Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders.

4. Allocation to eligible NRIs or FIIs or Foreign Venture Capital Investor registered with SEBI, Multilateral and

Bilateral Development Financial Institutions applying on repatriation basis will be subject to applicable laws,

rules, regulations, guidelines and approvals.

5. Our Company reserves the right to withdraw the Issue any time after the Bid/Issue Closing Date but before

Allotment and the reasons thereof shall be given as a public notice within two days of the Bid/Issue Closing Date.

The public notice will be issued in the same newspapers where the statutory pre-Issue advertisements had

appeared. Further the Stock Exchange will also be informed promptly.

6. In terms of SEBI ICDR Regulations, QIB bidders bidding in the QIB Portion and Non-Institutional bidders shall not

be allowed to withdraw nor lower the size of their Bid at any stage. Further, the Anchor Investors shall not be

allowed to withdraw their Bids after the Anchor Investor Bidding Date.

7. Allocation to Anchor Investors shall be at the discretion of our Company in consultation with the BRLM, subject

to compliance with the SEBI ICDR Regulations.

8. The Basis of Allotment details shall be put up on the website of the Registrar to the Issue.

Signing of underwriting agreement and RoC filing

1. Our Company, the BRLM and the Syndicate Member have entered into an Underwriting Agreement on [●].

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2. For terms of the Underwriting Agreement please see “General Information” on page 15 of the Draft Red Herring

Prospectus.

Filing with the RoC

We will file a copy of the Red Herring Prospectus and Prospectus with the RoC in terms of Section 56, Section 60 and

Section 60B of the Companies Act.

Pre-Issue advertisement

Subject to Section 66 of the Companies Act, our Company shall, after registering the Red Herring Prospectus with the

RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in one English language

national daily newspaper, one Hindi language national daily newspaper and one Malayalam language newspaper with

wide circulation.

Advertisement regarding Issue Price and Prospectus

A statutory advertisement will be issued by our Company after the filing of the Prospectus with the RoC in an English

national daily newspaper, a Hindi national daily newspaper and a Malayalam daily newspaper, each with wide

circulation. This advertisement, in addition to the information that has to be set out in the statutory advertisement,

shall indicate the Issue Price and Anchor Investor Issue Price, in the event Anchor Investors participate in this Issue.

Any material updates between the Red Herring Prospectus and the Prospectus will be included in such statutory

advertisement.

Issuance of Confirmation of Allocation Note (“CAN”)

1. Upon approval of Basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall send to the

BRLM and Syndicate Members a list of their Bidders who have been allocated Equity Shares in the Issue. The

approval of the Basis of Allocation by the Designated Stock Exchange for QIB Bidders (including Anchor

Investors) may be done simultaneously with or prior to the approval of the Basis of Allocation for the Retail

and Non-Institutional Bidders. However, Bidders should note that our Company shall ensure that (i) the

Allotment of the Equity Shares and (ii) the instructions by our Company for the demat credit of the Equity

Shares, to all Bidders in this Issue shall be done on the same date. For Anchor Investors, see “Notice to

Anchor Investors: Allotment reconciliation and intimation” below.

2. The Registrar to the Issue will then dispatch the CAN to the Bidders who have been allocated Equity Shares in the

Issue.

3. The Issuance of CAN shall be deemed a valid, binding and irrevocable contract for the Allotment of Equity Shares

to such Bidder.

4. Bidders who have been allocated Equity Shares and who have already paid the Bid Amount into the Escrow

Account(s) at the time of bidding shall directly receive the CAN from the Registrar to the Issue subject,

however, to realisation of his or her cheque or demand draft paid into the Escrow Account(s). The dispatch of

a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.

Notice to QIBs bidding in the QIB Portion: allotment reconciliation and revised CANs

QIBs bidding in the QIB Portion will be sent a CAN, indicating the number of Equity Shares that may be allocated to

them after the final Basis of Allotment, as approved by the Designated Stock Exchange and reflected in the reconciled

physical book prepared by the Registrar to the Issue. The CAN will constitute a valid, binding and irrevocable contract

(subject only to the issue of a revised CAN, if any). Any revised CAN, if issued, will supersede in its entirety the earlier

CAN.

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Notice to Anchor Investors: Allotment reconciliation and intimation

A physical book will be prepared by the Registrar to the Issue on the basis of the Bid cum Application Forms received

from Anchor Investors. Based on the physical book and at the discretion of our Company, in consultation with the

BRLM, selected Anchor Investors will be sent an Anchor Investor CAN and if required, a revised Anchor Investor CAN.

All Anchor Investors will be sent an Anchor Investor CAN post the Anchor Investor Bidding Date and in the event that

the Issue Price is higher than the Anchor Investor Allocation Price, the Anchor Investors will be sent a revised Anchor

Investor CAN within one day of the Pricing Date indicating the number of Equity Shares allocated to such Anchor

Investor and the Pay-in Date for payment of the balance amount. Anchor Investors should note that they shall be

required to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor

Allocation Price, as indicated in the revised Anchor Investor CAN within the Pay-in Date referred to in the revised

Anchor Investor CAN. The revised Anchor Investor CAN will constitute a valid, binding and irrevocable contract

(subject to the issue of CANs) for the Anchor Investor to pay the difference between the Issue Price and the price at

which allocation is being done to the Anchor Investors and accordingly, the CANs will be issued to such Anchor

Investors. In the event the Issue Price is lower than the price at which allocation is being done to the Anchor Investors,

the Anchor Investors who have been Allotted Equity Shares will directly receive CANs. The CANs shall be deemed a

valid, binding and irrevocable contract for the Allotment of equity Shares to such Anchor Investors.

The final allocation is subject to the physical application being valid in all respect along with receipt of stipulated

documents and Allotment by the Board of Directors or any committee thereof.

Unblocking of ASBA account

Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue shall provide the

following details to the Controlling Branches of each SCSB, along with instructions to unblock the relevant bank

accounts and transfer the requisite money to the Public Issue Account designated for this purpose, within the

timelines specified in the ASBA facility: (i) the number of Equity Shares to be Allotted against each valid ASBA Bid, (ii)

the amount to be transferred from the relevant bank account to the Public Issue Account, for each valid ASBA Bid, (iii)

the date by which funds referred to in above shall be transferred to the Public Issue Account, and(iv) details of

rejected ASBA Bids, if any, along with reasons for rejection and details of withdrawn and/or unsuccessful ASBA Bids, if

any, to enable SCSBs to unblock the respective bank accounts. On the basis of instructions from the Registrar to the

Issue, the SCSBs shall transfer the requisite amount against each successful ASBA Bidder to the Public Issue account

and shall unblock the excess amount, if any, in the ASBA account. However, the Bid Amount may be unblocked in the

ASBA Account prior to receipt of notification from the Registrar to the Issue by the Controlling Branch of the SCSB in

relation to the approval of the Basis of Allotment in the Issue by the Designated Stock Exchange in the event of

withdrawal or failure of the Issue or rejection of the ASBA Bid, as the case may be.

Designated Date and Allotment of Equity Shares

1. Our Company will ensure that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidder’s

depository account will be completed within twelve Working Days of the Bid/Issue Closing Date. After the

funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date, our

Company will ensure that the credit of Equity Shares to the successful Bidder’s Depository Account is

completed within two Working Days from the date of Allotment.

2. As per SEBI ICDR Regulations, Equity Shares will be issued and Allotment shall be made only in the

dematerialised form to the Allottees. Allottees will have the option to re-materialise the Equity Shares, if they

so desire, in the manner stated in the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allotted to

them pursuant to this Issue.

General Instructions

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Do’s:

1) Check if you are eligible to apply;

2) Check by which route you are eligible to Bid i.e. Non-ASBA route or ASBA route

3) Read all the instructions carefully and complete the Bid cum Application Form;

4) Ensure that the details about Depository Participant and Beneficiary Account are correct as Allotment of

Equity Shares will be in the dematerialized form only;

5) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of the BRLM or

Syndicate Member. With respect to ASBA Bidders ensure that your Bid is submitted (i) at a Designated Branch

of the SCSB where the ASBA Bidders or the person whose bank account will be utilised by the ASBA Bidder for

bidding has a bank account or (ii) to a member of the Syndicate at Syndicate ASBA Bidding Locations (iii) to

the Broker Centre;

6) With respect to ASBA Bids ensure that the Bid cum Application Form is signed by the account holder in case

the applicant is not the account holder. Ensure that you have mentioned the correct bank account number in

the Bid cum Application Form;

7) Ensure that you have requested for and receive a TRS containing your Bid options;

8) Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB before

submitting the Bid cum Application Form to the respective Designated Branch of the SCSB or to the member

of the Syndicate at Syndicate ASBA Bidding Locations or the Broker Centre;

9) Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process;

10) Ensure that the full Bid Amount is paid for the Bids submitted to the members of the Syndicate and funds

equivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs;

11) Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and

obtain a revised TRS;

12) Ensure that the Bid is within the Price Band;

13) Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects.

14) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which

the beneficiary account is held with the Depository Participant. In case the Bid cum Application Form is

submitted in joint names, ensure that the beneficiary account is also held in same joint names and such

names are in the same sequence in which they appear in the Bid cum Application Form.

15) In the event you are a QIB or a Non-Institutional Bidder, ensure that you have applied through the ASBA

process.

16) Ensure that in the event a Bid cum Application form is submitted at the terminals of the Syndicate Members

and the payment is proposed to be made through the ASBA process, the SCSB with whom the payment is to

be blocked has a branch at any of the bidding centres referred to in the Circular.

17) Ensure that the Bid cum Application Forms submitted at the Bidding Centres bear the stamp of the members

of the Syndicate;

18) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,

who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting

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in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI

circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities

market, all Bidders should mention their PAN allotted under the Income Tax Act, 1961. The exemption for the

Central or State Government and officials appointed by the courts and for investors residing in the State of

Sikkim is subject to (a) the demographic details received from the respective depositories confirming the

exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary

account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the

demographic details evidencing the same;

19) Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to

the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate

under official seal;

Don’ts:

1) Do not Bid for lower than the minimum Bid size;

2) Do not Bid/ revise Bid price to less than the Floor Price or higher than the Cap Price;

3) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the member of the

Syndicate or the SCSB, as applicable;

4) Do not pay the Bid amount in cash, by money order or by postal order;

5) Do not provide your GIR number instead of your PAN number.

6) Do not send Bid cum Application Forms by post; instead submit the same to members of the Syndicate or the

SCSBs, as applicable;

7) Do not Bid at Cut-off price (for QIBs and Non-Institutional Bidders);

8) Do not Bid for a Bid Amount exceeding `2,00,000 (for Bids by Retail Individual Bidders);

9) Do not fill up the Bid cum Application Form such that the Equity Shares bid for exceeds the Issue size and/ or

investment limit or maximum number of Equity Shares that can be held under the applicable laws or

regulations or maximum amount permissible under the applicable regulations;

10) Do not submit Bid accompanied with Stock invest; and

11) Do not make payment through cheques/ demand drafts in the event you are a QIB or a Non-Institutional

Shareholder.

INSTRUCTIONS SPECIFIC TO ASBA BIDDERS

Do’s:

1) Ensure that you specify ASBA as the ‘Mode of Application’ and use the Bid cum Application Form bearing the

stamp of the relevant SCSB or the members of the Syndicate (except in case of electronic Bid cum Application

Forms );

2) Read all the instructions carefully and complete the Bid cum Application Form;

3) Ensure that your Bid cum Application Form is submitted at a Designated Branch where the ASBA Account is

maintained and not to the Escrow Collecting Banks (assuming that such bank is not a SCSB), to our Company, or

the Registrar to the Issue or the BRLM;

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4) In case of Bid cum Application Form submitted to a member of the Syndicate at the Syndicate ASBA Bidding

Locations, ensure that the SCSB where the ASBA Account is maintained as specified in the Bid cum Application

Form, has named at-least one branch as displayed on the website of SEBI in the Syndicate ASBA Bidding

Locations for the members of the Syndicate to deposit Bid cum Application Form;

5) Ensure that the Bid cum Application Form is signed by the ASBA Account holder in case the ASBA Bidder is not

the account holder;

6) Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;

7) Ensure that you have funds equal to the Bid Amount in the ASBA Account before submitting the Bid cum

Application Form to the respective Designated Branch or to the members of the Syndicate at the Syndicate ASBA

Bidding Locations or the Broker Centre;

8) Ensure that you have correctly checked the authorisation box in the Bid cum Application Form, or have otherwise

provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent

to the Bid Amount mentioned in the Bid cum Application Form;

9) Ensure that you receive an acknowledgement from the Designated Branch or from the members of the Syndicate

at the Syndicate ASBA Bidding Locations or the Broker Centre, as the case maybe, for the submission of your Bid

cum Application Form; and

10) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which the

beneficiary account is held with the Depository Participant. In case the Bid cum Application Form is submitted in

joint names, ensure that the beneficiary account is also held in same joint names and such names are in the

same sequence in which they appear in the Bid cum Application Form.

Don'ts:

1) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Branch or to the

members of the Syndicate at the Syndicate ASBA Bidding Locations or the Broker Centre;

2) Payment of Bid Amounts in any mode other than through blocking of Bid Amounts in the ASBA Accounts shall not

be accepted under the ASBA;

3) Do not send your physical Bid cum Application Form by post. Instead submit the same to a Designated Branch or

to a member of the Syndicate at the Syndicate ASBA Bidding Location;

4) Do not submit more than five Bid cum Application Form per ASBA Account;

5) Do not submit the Bid cum Application Form with a member of the Syndicate at a location other than the

Syndicate ASBA Bidding Locations or the Broker Centre; and

6) Do not submit ASBA Bids to a member of the Syndicate at the Syndicate ASBA Bidding Locations unless the SCSB

where the ASBA Account is maintained as specified in the Bid cum Application Form, has named at-least one

branch, as displayed on the SEBI website http://www.sebi.gov.in/cms/sebi_data/attachdocs

/1355898148848.html in the relevant Syndicate ASBA Bidding Locations for the members of the Syndicate to

deposit Bid cum Application Form.

Instructions for completing the Bid cum Application Form

Bidders can obtain Bid cum Application Forms and / or Revision Forms from the any of the member of the Syndicate

or from our Registered Office. Bid cum Application Forms can be obtained from the Designated Branches of the

SCSBs. Bid cum Application Forms shall also be available at the website of the stock exchange at

www.nseindia.com. Syndicate/ sub-syndicate members may also procure Bid cum Application Forms directly from

the investors and submit it to the SCSBs and shall upload the Bid and other details of such Bid cum Application

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Forms in the bidding platform provided by the stock exchange and forward the same to the respective SCSBs. The

SCSBs shall verify the signatures of such applicants block the requisite quantum of funds and forward these forms

to the Registrar.

Bids and revisions of Bids must be:

1) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable.

2) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in

the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms or Revision

Forms are liable to be rejected. Bidders should note that the members of the Syndicate and / or the SCSBs (as

appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cum Application

Forms or Revision Forms.

3) Information provided by the Bidders will be uploaded in the online IPO system by the members of the

Syndicate and SCSBs, as the case may be, and the electronic data will be used to make allocation/Allotment.

Please ensure that the details are correct and legible.

4) The Bids from the Retail Individual Bidders must be for a minimum of 300 Equity Shares and in multiples of

300 thereafter subject to a maximum Bid amount of `200,000.

5) For Non-institutional and QIB Bidders, bidding under the QIB Portion, Bids must be for a minimum of such

number of Equity Shares such that the Bid Amount exceeds `200,000 and in multiples of 300 Equity Shares

thereafter. All Individual Bidders whose maximum bid amount exceeds `200,000 would be considered under

this category. Bids cannot be made for more than the Issue Size. Bidders are advised to ensure that a single

Bid from them should not exceed the investment limits or maximum number of Equity Shares that can be

held by them under the applicable laws or regulations.

6) In single name or in joint names (not more than three and in the same order as their Depository Participant

details).

7) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the

Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate

under official seal.

8) Bids through ASBA must be:

(i) made only in the prescribed Bid cum Application Form or Revision Forms (if submitted in

physical mode) or the electronic mode.

(ii) made in single name or in joint names (not more than three, and in the same order as their

details appear with the Depository Participant).

(iii) completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions

contained in this Draft Red Herring Prospectus and in the Bid cum Application Form.

9) If the ASBA Account holder is different from the ASBA Bidder, the Bid cum Application Form should be signed

by the ASBA Account holder, in accordance with the instructions provided in the Bid cum Application Forms.

Bidder’s Depository Account and Bank Account Details

Bidders should note that on the basis of the Permanent Account Number of the Sole/First Bidder, Depository

Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by

them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the demographic

details including category, age, address, Bidders bank account details, MICR code and occupation (hereinafter

referred to as ‘Demographic Details’). These Bank Account details would be used for giving refunds (including

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through physical refund warrants, direct credit, ECS/NECS, NEFT and RTGS) to the Bidders or unblocking the ASBA

account. Hence, Bidders are advised to immediately update their Bank Account details as appearing on the records

of the depository participant. Please note that failure to do so could result in delays in despatch/ credit of refunds

to Bidders at the Bidders sole risk and neither the BRLM nor our Company shall have any responsibility and

undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the

Bid cum Application Form.

IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS

SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER

AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE

NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY

ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE

ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME

SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM.

These Demographic Details would be used for all correspondence with the Bidders including mailing of the

CANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by Bidders

in the Bid cum Application Form would not be used for any other purposes by the Registrar to the Issue. Hence,

Bidders are advised to update their Demographic Details as provided to their Depository Participants and ensure that

they are true and correct. By signing the Bid cum Application Form, Bidder would have deemed to authorize the

depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on

its records.

Refund orders (where refunds are not being made electronically)/Allocation Advice/CANs would be mailed at the

address of the Bidder as per the Demographic Details received from the Depositories. Such communication may get

delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an

event, the address and other details given by the Bidder (other than ASBA Bidders) in the Bid cum Application Form

would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole

risk and neither our Company, the Registrar to the Issue, Escrow Collection Bank(s) nor the BRLM shall be liable to

compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for

such delay.

In case no corresponding record is available with the Depositories that matches three parameters, namely, PAN of the

sole/first Bidder, the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable

to be rejected.

Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Investors registered with SEBI on a repatriation basis.

Bids and revision to Bids must be made in the following manner:

1) On the Bid cum Application Form or the Revision Form, as applicable (Blue in colour), and completed in full in

BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.

2) In a single name or joint names (not more than three and in the same order as their Depository Participant

Details).

3) Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names of

minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible NRIs

for a Bid Amount of upto `200,000 would be considered under the Retail Portion for the purposes of

allocation and Bids for a Bid Amount of more than `200,000 would be considered under Non-Institutional

Portion for the purposes of allocation.

Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges

and / or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such

payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be

permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by

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registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be

furnished in the space provided for this purpose in the Bid cum Application Form. Our Company will not be

responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

As per the existing policy of the Government of India, OCBs are not permitted to participate in the Issue. The RBI

has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are

incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as

incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000

under FDI Scheme with the prior approval of Government if the investment is through Government Route and with

the prior approval of RBI if the investment is through Automatic Route on case by case basis. OCBs may invest in

this Issue provided it obtains a prior approval from the RBI. On submission of such approval along with the Bid cum

Application Form, the OCB shall be elgibible to be considered for share allocation.

There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis with other

categories for the purpose of allocation.

Payment Instructions

Payment mechanism for ASBA Bidders

The ASBA Bidders shall specify the bank account number in the Bid cum Application Form and the SCSB shall block an

amount equivalent to the Bid Amount in the bank account specified in the Bid cum Application Form. The SCSB shall

keep the Bid Amount in the relevant bank account blocked until receipt of instructions from the Registrar to the Issue

to unblock the Bid Amount. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of

Allotment in the Issue and consequent transfer of the Bid Amount to the Public Issue Account.


applications by banks on own account using ASBA facility, SCSBs should have a separate bank account in own name

with any other SEBI registered SCSB(s). Such account is used solely for the purpose of making application in public

issues and clear demarcated funds should be available in such account for ASBA applications.

Payment into Escrow Account for Bidders other than ASBA Bidders

This section is applicable only for Retail Individual Bidders.

Our Company and the BRLM shall open Escrow Accounts with one or more Escrow Collection Banks in whose favor the

Bidders shall make out the cheque or demand draft in respect of their Bid and/or revision of the Bid. Cheques or

demand drafts received for the full Bid Amount from Bidders in a certain category would be deposited in the Escrow

Account. The Escrow Collection Bank(s) will act in terms of the Red Herring Prospectus and the Escrow Agreement

entered into amongst our Company, the BRLM, Escrow Collection Bank(s) and Registrar to the Issue. The monies in the

Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow

Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies

therein in trust for the Bidders. On the Designated Date, the Escrow Collection Bank(s) shall transfer the monies from

the Escrow Account to the Public Issue Account with the Bankers to the Issue as per the terms of the Escrow

Agreement. The balance amount after transfer to the Public Issue account shall be transferred to the Refund Account.

Payments of refunds to the Bidders shall also be made from the Refund Account as per the terms of the Escrow

Agreement and the Red Herring Prospectus.

The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an

arrangement between the Escrow Collection Bank(s), our Company, Registrar to the Issue and BRLM to facilitate

collection from the Bidders

Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on allocation/Allotment

as per the following terms:

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1) All Bidders would be required to pay the full Bid Amount at the time of the submission of the Bid cum

Application Form.

2) The Bidders shall, with the submission of the Bid cum Application Form, draw a payment instrument for the

Bid Amount in favour of the Escrow Account and submit the same to the members of the Syndicate, as

applicable. If the payment is not made favouring the Escrow Account along with the Bid cum Application

Form, the Bid of the Bidder shall be liable to be rejected.

3) The payment instruments for payment into the Escrow Account should be drawn in favor of:

a. In case of resident Anchor Investors: “Escrow Account – MobME Wireless Solutions Limited – Initial Public

Offer - Anchor Investor – R”;

b. In case of Non-Resident Anchor Investors: “Escrow Account - MobME Wireless Solutions Limited – Initial

Public Offer - Anchor Investor – NR”;

c. In case of Resident Retail Investors: “Escrow Account – MobME Wireless Solutions Limited – Initial Public

Offer - R”;

d. In case of Non Resident Retail investors: “Escrow Account – MobME Wireless Solutions Limited – Initial Public

Offer - NR”;

4) In case of bids by NRIs applying on a repatriation basis, the payments must be made through Indian Rupee

drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through

normal banking channels or out of funds held in the Non-Resident External (NRE) Accounts or the Foreign

Currency Non-Resident Accounts (FCNR), maintained with banks authorised to deal in foreign exchange in

India, along with documentary evidence in support of the remittance. Payment will not be accepted out of

Non-Resident Ordinary (NRO) account of Non Resident Bidder bidding on a repatriation basis. Payment by

drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to the

NRE Account or the Foreign Currency Non- Resident Account.

5) In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian Rupee

Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through

normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency

Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along

with documentary evidence in support of the remittance or out of a Non-Resident Ordinary (NRO) Account of

a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be accompanied by a

bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account.

6) In case of Bids by FIIs, the payment should be made out of funds held in Special Non Resident Rupee Account

‘SPNR’ along with documentary evidence in support of the remittance. Payment by drafts should be

accompanied by bank certificate confirming that the draft has been issued by debiting to Special Non

Resident Rupee Account ‘SPNR’.

7) Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess

amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares

allocated, will be refunded to the Bidder from the Refund Accounts.

8) The monies deposited in the Escrow Account will be held for the benefit of the Bidders (other than ASBA

Bidders) till the Designated Date.

9) On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account as

per the terms of the Escrow Agreement into the Public Issue Account with the Banker to the Issue.

10) No later than twelve working days from the Bid/Issue Closing Date, the Refund Bank shall refund all amounts

payable to unsuccessful Bidders (other than ASBA Bidders) and also the excess amount paid on bidding, if

any, after adjusting for allocation to the successful Bidders payments should be made by cheque, or a

demand draft drawn on any bank (including a Co-operative bank), which is situated at, and is a member of or

sub-member of the bankers’ clearing house located at the center where the Bid cum Application Form is

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submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not

be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/

stock invest/money orders/ postal orders will not be accepted.

11) Bidders are advised to mention the number of application form on the reverse of the cheque / demand draft

to avoid misuse of instruments submitted along with the Bid cum Application Form.

12) In case clear funds are not available in the Escrow Accounts as per final certificates from the Escrow

Collection Bank(s), such Bids are liable to be rejected.

13) Bidders are advised to provide the number of the Bid cum Application Form on the reverse of the cheque or

bank draft to avoid misuse of instruments submitted with the Bid cum Application Form

14) Payments made through cheques without the Magnetic Ink Character Recognition (“MICR”) code will be

rejected.

Payment by Stock invest

In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the

option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been

withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Payment by cash / money order

Payment through cash/ money order shall not be accepted in this Issue.

Submission of Bid cum Application Form

All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or

drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. With respect to ASBA

Bidders, the Bid cum Application Form or the ASBA Revision Form shall be submitted to the Designated Branches of

the SCSBs, either by the Syndicate or sub-syndicate members at Syndicate ASBA Bidding Locations or by the ASBA

Bidders directly or to the Broker Centre.

No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision

Form. However, the collection centre of the members of the Syndicate will acknowledge the receipt of the Bid cum

Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This

acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder.

Please ensure that in the event a Bid cum Application form is submitted at the terminals of the Syndicate Members

and the payment is proposed to be made through the ASBA process, the SCSB with whom the payment is to be

blocked has a branch at any of the bidding centres referred to in the Circular.

Other Instructions

Joint Bids in the case of Individuals

Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments / refunds will

be made out in favor of the Bidder whose name appears first in the Bid cum Application Form or Revision Form (‘First

Bidder’). All communications will be addressed to the First Bidder and will be dispatched to his or her address as per

the Demographic Details received from the Depository.

Multiple Bids

A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or

more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. Our Company reserves

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the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. It is clarified, however,

that Bidders shall have the option to make a maximum of three Bids in the Bid cum Application Form and such options

shall not be considered multiple Bids.

In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications

are given below:

(i) All Bids will be checked for common PAN and Bids with common PAN will be accumulated and taken to a

separate process file which would serve as a multiple master. In this master, a check will be carried out for

the same PAN. In cases where the PAN is different, the same will be deleted from this master.

(ii) The Bids will be scrutinized for DP ID and Beneficiary Account Numbers. In case applications bear the same

DP ID and Beneficiary Account Numbers, these will be treated as multiple applications.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Funds registered with

SEBI and such Bids in respect of more than one scheme will not be treated as multiple Bids provided that the Bids

clearly indicates the scheme for which the Bid has been made.

In case of Bids by QIBs under the Anchor Investor Portion and the Net QIB Portion will not be considered as multiple

Bids.

After submitting a Bid cum Application Form either in physical or electronic mode, where such ASBA Bid is uploaded

with the Stock Exchange, an ASBA Bidder cannot Bid, either in physical or electronic mode, on another Bid cum

Application Form. Submission of a second Bid cum Application Form to either the same or to another Designated

Branch of the SCSB or to any member of the Syndicate, will be treated as multiple Bids and will be liable to be rejected

either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or

Allotment of Equity Shares in the Issue. Duplicate copies of Bid cum Application Form available on the website of the

Stock Exchange bearing the same application number will be treated as multiple Bids and are liable to be rejected.

More than one ASBA Bidder may Bid for Equity Shares using the same ASBA Account, provided that the SCSBs will not

accept a total of more than five Bid cum Application Forms from such ASBA Bidders with respect to any single ASBA

Account. However, an ASBA Bidder may revise the Bid through the Revision Form.

Permanent Account Number (“PAN”)

The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the

I.T. Act. Applications without this information and documents will be considered incomplete and are liable to be

rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN as the Bid

is liable to be rejected on this ground.

This requirement is not applicable to Bids received on behalf of the Central and State Governments, from residents of

the state of Sikkim and from officials appointed by the courts.

Withdrawal of ASBA Bids

This section is only applicable to retail individual bidders.

ASBA Bidders can withdraw their ASBA Bids during the Issue Period by submitting a request for the same to the

member of the Syndicate or the Designated Branch, as the case may be, through whom the ASBA Bid had been placed.

In case of ASBA Bids submitted to the members of the Syndicate at the Syndicate ASBA Bidding Locations or the

Broker Centre, upon receipt of the request for withdrawal from the ASBA Bidder, the relevant Syndicate Member shall

do the requisite, including deletion of details of the withdrawn Bid cum Application Form from the electronic bidding

system of the Stock Exchange and forwarding instructions to the relevant branch of the SCSB for unblocking of the

funds in the ASBA Account. In case of ASBA Bids submitted to the Designated Branch, upon receipt of the request for

withdrawal from the ASBA Bidder, the relevant Designated Branch shall do the requisite, including deletion of details

of the withdrawn Bid cum Application Form from the electronic bidding system of the Stock Exchange and unblocking

of the funds in the ASBA Account directly.

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In case an ASBA Bidder (other than a QIB and a NII) wishes to withdraw the Bid after the Issue Closing Date, the same

can be done by submitting a withdrawal request to the Registrar prior to the finalisation of Allotment. The Registrar

shall delete the withdrawn Bid from the Bid file and give instruction to the SCSB for unblocking the ASBA Account after

approval of the ‘Basis of Allotment’. QIBs and NIIs cannot withdraw their Bids at any stage.

Right to Reject Bids

In case of QIB Bidders (other than Anchor Investors), bidding under the QIB Portion, our Company, in consultation

with the BRLM may reject Bids provided that the reasons for rejecting the same shall be provided to such Bidder in

writing. In case of Non-Institutional Bidders and Retail Individual Bidders our Company has a right to reject Bids on

technical grounds. With respect to ASBA Bids, the Designated Branches of the SCSBs shall have the right to reject ASBA

Bids if at the time of blocking the Bid Amount in the Bidder’s bank account, the respective Designated Branch

ascertains that sufficient funds are not available in the Bidder’s bank account maintained with the SCSB. Subsequent

to the acceptance of the ASBA Bid by the SCSB, our Company would have a right to reject the ASBA Bids only on

technical grounds.

Grounds for Technical Rejections

Bidders are advised to note that Bids are liable to be rejected among others on the following technical grounds:

1) Amount paid does not tally with the highest number of Equity Shares Bid for. With respect to ASBA Bids, the

amounts mentioned in the Bid cum Application Form does not tally with the amount payable for the value of

the Equity Shares Bid for;

2) In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no

firm as such shall be entitled to apply;

3) Bids by Persons not competent to contract under the Indian Contract Act, 1872, including minors, insane

persons;

4) PAN number not stated and GIR number given instead of PAN number, except for Bids on behalf of the

Central and State Governments, residents of the state of Sikkim and officials appointed by the courts;

5) SCSBs applying on own account using ASBA facility must have a separate bank account in their name with any

other SCSB which is solely for the purposes of making such ASBA application and having clear demarcated

funds blocked for the same. SCSBs applying using an ASBA account held with themselves are liable to be

rejected.

6) Bids for lower number of Equity Shares than specified for that category of investors;

7) Bids at a price less than the Floor Price;

8) Bids at a price more than the Cap Price;

9) Submission of more than five Bid cum Application forms per bank account in the case of ASBA Bids;

10) Bids at cut-off price by Non-Institutional and QIB Bidders;

11) Bids for number of Equity Shares which are not in multiples of 300 Equity Shares ;

12) Category not ticked;

13) Multiple bids as defined in this Draft Red Herring Prospectus;

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14) In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are

not submitted;

15) Bids accompanied by Stock invest/ money order/postal order/cash;

16) Signature of sole and / or joint bidders missing. With respect to ASBA Bids, the Bid cum Application form not

being signed by the account holders, if the account holder is different from the Bidder;

17) Bid cum Application Form does not have the stamp of the BRLM or Syndicate Member;

18) Bid cum Application Form by ASBA bidders does not have the stamp of the SCSB, except for Bid cum

Application Forms downloaded from the websites of the Stock Exchange, in which case the Bid Cum

Application Forms shall bear an unique application number;

19) Bids by QIBs not submitted through the BRLM / Syndicate Members or in case of ASBA Bids for QIBs

submitted to SCSBs, not intimated to the BRLM / Syndicate Members;

20) Signatures of the bidder not matching with his sign on record with the SCSB in the event a Bid cum

Application Form is submitted through a Syndicate/ sub – syndicate member.

21) Bid cum Application Form does not have Bidder’s depository account details;

22) In case no corresponding record is available with the Depository that matches three parameters: PAN of the

sole name of the Bidder, Depository Participant’s identity (DP ID) and beneficiary’s account number;

23) Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid cum

Application Form, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the

instructions in the Red Herring Prospectus and the Bid cum Application Form;

24) With respect to ASBA Bids, inadequate funds in the bank account to block the Bid Amount specified in the Bid

cum Application Form at the time of blocking such Bid Amount in the bank account;

25) Bids for amounts greater than the maximum permissible amounts prescribed by the regulations. For further

details, see ‘Issue Procedure - Maximum and Minimum Bid Size’ on page 266 of the Draft Red Herring

Prospectus;

26) Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection

Bank(s);

27) Bids by persons in the United States;

28) Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;

29) Bids not uploaded on the terminals of the Stock Exchange;

30) Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any

other regulatory authority;

31) Bids by OCBs without specific approval of the RBI;

32) In case the DP ID, client ID and PAN mentioned in the Bid Cum Application Form and entered into the

electronic bidding system of the Stock Exchange by the members of the Syndicate do not match with the DP

ID, client ID and PAN available in the records with the depositories. Non submissions of bank account details

in the space provided in the application form;

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33) ASBA Applications made by using duplicate copy of Bid cum Application Form downloaded from the website

of the Stock Exchange (i.e. two Bid cum Application Forms bearing the same unique identification number);

34) Bids by QIB Bidders and Non-Institutional Bidders where the Bid amount is in excess of `2,00,000 uploaded

after 4.00 p.m. on the Bid/ Issue Closing Date;

35) Bids by NRIs not disclosing their residential status;

36) Bids less than 300 Equity Shares; and

37) Application through cheques / demand drafts by QIBs and Non-Institutional Investors.

IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE

ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGE BY THE SYNDICATE/THE SCSBs DO NOT MATCH WITH THE

DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE DEPOSITARIES THE APPLICATION IS LIABLE TO BE

REJECTED AND OUR COMPANY AND THE MEMBERS OF THE SYNDICATE SHALL NOT BE LIABLE FOR LOSSES, IF ANY.

FURTHER, BIDS BY PERSONS PROHIBITED FROM BUYING, SELLING OR DEALING IN THE EQUITY SHARES DIRECTLY OR

INDIRECTLY BY SEBI OR ANY OTHER REGULATORY AUTHORITY WILL BE REJECTED.

For Bid cum Application Forms submitted by non-ASBA Bidders, the Basis of Allotment will be based on the Registrar’s

validation of the electronic Bid details with the Depository records, and the complete reconciliation of the final

certificates received from the Escrow Collection Banks with the electronic Bid details in terms of SEBI circular

CIR/CFD/DIL/3/2010 dated April 22, 2010 and SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar

will undertake technical rejections based on the electronic Bid details and the Depository database. In case of any

discrepancy between the electronic Bid data and the Depository records, our Company in consultation with the BRLM,

the Registrar and the Designated Stock Exchange, reserves the right to proceed as per the Depository records or treat

such Bid as rejected.

For ASBA Bids submitted to the SCSBs, in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated April 22, 2010, the

Registrar will reconcile the compiled data received from the Stock Exchange and all SCSBs, and match such data with

the Depository database for correctness of DP ID, Client ID and PAN. In cases where any DP ID, Client ID and PAN

mentioned in the Bid file does not match the one available in the Depository database, our Company reserves the

right to proceed as per the Depository records for such ASBA Bids or treat such ASBA Bids as rejected. The Registrar

will reject multiple ASBA Bids based on common PAN.

For ASBA Bids submitted to the members of the Syndicate at the Syndicate ASBA Bidding Locations or the Broker

Centre, the Basis of Allotment will be based on the Registrar’s validation of the electronic Bid details with the

Depository records, and the complete reconciliation of the final certificates received from the SCSBs with the

electronic bid details in terms of the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar will

undertake technical rejections based on the electronic Bid data and the Depository records. In case of any discrepancy

between the electronic Bid data and the Depository records, our Company, in consultation with the Designated Stock

Exchange, the BRLM and the Registrar, reserves the right to proceed as per the Depository records or treat such ASBA

Bid as rejected.

Basis of Allotment or Allocation

For Retail Individual Bidders

1) Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to

determine the total demand under this category. The Allotment to all the successful Retail Individual Bidders

will be made at the Issue Price.

2) The Issue less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail

Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.

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3) If the aggregate demand in this category is less than or equal to 234,300 Equity Shares at or above the Issue

Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids.

4) If the aggregate demand in this category is greater than 234,300 Equity Shares at or above the Issue Price, the

Allotment shall be made on a proportionate basis being not less than 300 Equity Shares and in multiples of

300 Equity Shares thereafter. For the method of proportionate Basis of Allotment, refer below.

For Non-Institutional Bidders

1. Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to

determine the total demand under this category. The Allotment to all successful Non-Institutional Bidders

will be made at the Issue Price.

2. The Issue Size less Allotment to QIBs and Retail Portion shall be available for Allotment to Non-Institutional

Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.

3. If the aggregate demand in this category is less than or equal to 100,800 Equity Shares at or above the Issue

Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand.

4. In case the aggregate demand in this category is greater than 100,800 Equity Shares at or above the Issue

Price, Allotment shall be made on a proportionate basis being not less than 300 Equity Shares and in

multiples of 300 Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below.

For Qualified Institutional Bidders in the QIB Portion

1) Bids received from the QIB Bidders bidding in the QIB Portion at or above the Issue Price shall be grouped

together to determine the total demand under this portion. The Allotment to all the QIB Bidders will be made

at the Issue Price.

2) The QIB Portion shall be available for Allotment to QIB Bidders who have Bid in the Issue at a price that is

equal to or greater than the Issue Price.

3) Allotment shall be undertaken in the following manner:

(i) In the first instance allocation to Mutual Funds for upto 5% of the QIB Portion shall be determined as follows:

(i) In the event that Mutual Fund Bids exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done

on a proportionate basis for upto 5% of the QIB Portion.

(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all

Mutual Funds shall get full Allotment to the extent of valid bids received above the Issue Price.

(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for

Allotment to all QIB Bidders as set out in (b) below;

(ii) In the second instance Allotment to all QIBs bidding in the QIB portion shall be determined as follows:

(a) Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation

to the remaining QIB Bidders on a proportionate basis.

(b) In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the

Issue Price shall be allotted Equity Shares on a proportionate basis for upto 95% of the QIB Portion.

(c) Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid

for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders.

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The aggregate Allotment available for allocation to QIB Bidders bidding in the QIB Portion shall be 335,100 Equity

Shares.

For Anchor Investors

Allocation of Equity Shares to Anchor Investors, if any, at the Anchor Investor Allocation Price will be at the discretion

of our Company, in consultation with the BRLM, subject to compliance with the following requirements:

1) Not more than 30% of the QIB Portion will be allocated to Anchor Investors;

2) One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids

being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price;

3) Allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum number of two

Anchor Investors for allocation up to `25,000 lacs and minimum number of five Anchor Investors for

allocation more than `25,000 lacs.

In case the Issue Price is greater than Anchor Investor Allocation Price, the additional amount being the difference

shall be paid by the Anchor Investors by the Pay-in Date. In the event the Issue Price is lower than the Anchor Investor

Allocation Price, the Allotment to Anchor Investors shall be at Anchor Investor Allocation Price.

The number of Equity Shares Allotted to Anchor Investors, if any, and the Anchor Investor Allocation Price shall be

made available in the public domain by the BRLM before the Bid Opening Date by intimating the same to the Stock

Exchange.

Method of proportionate Basis of Allotment in the Issue

In the event of the Issue being over-subscribed, we shall finalise the Basis of Allotment in consultation with the

Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the Designated

Stock Exchange along with the BRLM and the Registrar to the Issue shall be responsible for ensuring that the Basis of

Allotment is finalised in a fair and proper manner.

The Allotment shall be made in marketable lots, on a proportionate basis as explained below:

1) Bidders will be categorised according to the number of Equity Shares applied for;

2) The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a

proportionate basis, which is the total number of Equity Shares applied for in that category (number of

Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of

the over-subscription ratio;

3) Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a proportionate basis,

which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of

the over-subscription ratio.

4) In all Bids where the proportionate Allotment is less than 300 Equity Shares per Bidder, the Allotment shall be

made as follows:

(i) Each successful Bidder shall be allotted a minimum of 300 Equity Shares; and

(ii) The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner

such that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares

calculated in accordance with (b) above.

5) If the proportionate Allotment to a Bidder is a number that is more than 300 but is not a multiple of 300

Equity Shares (which is the marketable lot), the number in excess of the multiple of one would be rounded

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off to the higher multiple of 300 if that number is 150 or higher. If that number is lower than 150, it would be

rounded off to the lower multiple of zero. All Bidders in such categories would be Allotted Equity Shares

arrived at after such rounding off.

6) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares

allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first

adjusted against any other category, where the allotted shares are not sufficient for proportionate Allotment

to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment

will be added to the category comprising Bidders applying for minimum number of Equity Shares.

7) Subject to valid Bids being received, allocation of Equity Shares to Anchor Investors shall be at the sole

discretion of our Company, in consultation with the BRLM.

Illustration of Allotment to QIBs and Mutual Funds (“MF”) in the QIB Portion

A. Issue Details

S.No. Particulars Issue details

1. Issue size 20,000 lacs Equity Shares

2. Allocation to QIB (50%) 10,000 lacs Equity Shares

4. Portion available to QIBs 10,000 lacs Equity Shares

Of which:

a. Allocation to MF (5%) 500 lacs Equity Shares

b. Balance for all QIBs including MFs 9,500 lacs Equity Shares

3 No. of QIB applicants 10

4 No. of shares applied for 50,000 lacs Equity Shares

B. Details of QIB Bids in the QIB Portion

S.No. Type of QIB bidders# No. of Equity Shares bid for(in lacs)

1 A1 5,000

2 A2 2,000

3 A3 13,000

4 A4 5,000

5 A5 5,000

6 MF1 4,000

7 MF2 4,000

8 MF3 8,000

9 MF4 2,000

10 MF5 2,000

Total 50,000

# A1-A5: (QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)

C. Details of Allotment to QIB Bidders/ Applicants

(Number of Equity Shares in lacs)

Type of QIB

bidders

Equity

Shares bid

for (in lacs)

Allocation of 500 lacs Equity

Shares to MF proportionately

(please see note 2 below)

Allocation of balance

9,500 lacs Equity Shares to

QIBs proportionately


Aggregate

allocation to MFs

(I) (II) (III) (IV) (V)

A1 5,000 0 960 0

A2 2,000 0 384 0

A3 13,000 0 2495 0

A4 5,000 0 960 0

A5 5,000 0 960 0

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Type of QIB

bidders

Equity

Shares bid

for (in lacs)

Allocation of 500 lacs Equity

Shares to MF proportionately


Allocation of balance

9,500 lacs Equity Shares to

QIBs proportionately


Aggregate

allocation to MFs

MF1 4,000 10 748 848

MF2 4,000 10 748 848

MF3 8,000 20 1497 1697

MF4 2,000 5 374 424

MF5 2,000 5 374 424

50,000 50 9500 4,242

Please Note:

1. The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus in

“Issue Structure” on page 245 of this Draft Red Herring Prospectus.

2. Out of 10,000 lacs Equity Shares allocated to QIBs, 500 lacs (i.e. 5%) will be allocated on proportionate basis

among five Mutual Fund applicants who applied for 20,000 lacs Equity Shares in QIB category.

3. The balance 9,500 lacs Equity Shares (will be allocated on proportionate basis among 10 QIB applicants who

have applied for 50,000 lacs Equity Shares (including five MF applicants who applied for 20,000 lacs Equity

Shares).

4. The figures in the fourth column entitled “Allocation of balance 9,500 lacs Equity Shares to QIBs

proportionately” in the above illustration are arrived as under:

For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X 9,500 / 49,500.

For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above) less Equity

Shares allotted ( i.e., column III of the table above)] X 9,500 / 49,500.

The numerator and denominator for arriving at allocation of 10,000 lacs Equity Shares to the 10 QIBs are reduced by

500 lacs Equity Shares, which have already been allotted to Mutual Funds in the manner specified in column III of the

table above.

Equity Shares in Dematerialized Form with NSDL or CDSL

As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be allotted only in a

dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement

issued through the electronic mode). In this context, two agreements have been signed among us, the respective

Depositories and the Registrar to the Issue:

a. a tripartite agreement dated [●] with NSDL, our Company and Registrar to the Issue;

b. a tripartite agreement dated [●] with CDSL, our Company and Registrar to the Issue.

All bidders can seek Allotment only in dematerialized mode. Bids from any Bidder without relevant details of his or her

depository account are liable to be rejected.

(a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository

Participants of either NSDL or CDSL prior to making the Bid.

(b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository

Participant’s Identification number) appearing in the Bid cum Application Form or Revision Form.

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(c) Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary

account (with the Depository Participant) of the Bidder.

(d) Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the

account details in the Depository. In case of joint holders, the names should necessarily be in the same

sequence as they appear in the account details in the Depository.

(e) If incomplete or incorrect details are given under the heading ‘Bidders Depository Account Details’ in the Bid

cum Application Form or Revision Form, it is liable to be rejected.

(f) The Bidder is responsible for the correctness of his or her demographic details given in the Bid cum

Application Form vis-à-vis those with their Depository Participant.

(g) It may be noted that Equity Shares in electronic form can be traded only on the stock exchange having

electronic connectivity with NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be

listed have electronic connectivity with CDSL and NSDL.

(h) The trading of the Equity Shares of our Company would only be in dematerialized form only for all investors.

Communications

All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue

quoting the full name of the sole or First Bidder, Bid cum Application Form number, Bidders Depository Account

Details, number of Equity Shares applied for, date of Bid form, name and address of the member of the Syndicate or

the Designated Branch of the SCSBs where the Bid was submitted and cheque or draft number and issuing bank

thereof or with respect to ASBA Bids, bank account number in which the amount equivalent to the Bid Amount was

blocked.

Bidders can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue

related problems such as non-receipt of letters of Allotment, credit of allotted Equity Shares in the respective

beneficiary accounts, refund orders etc. In case of ASBA Bids submitted to the Designated Branches of the SCSBs,

the Bidders can contact the Designated Branches of the SCSBs.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies

Act, which is reproduced below:

“Any person who:

(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein;

or

(b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in

a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”.

PAYMENT OF REFUND

Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository Participant’s

name, DP ID, Beneficiary Account number provided by them in the Bid cum Application Form, the Registrar to the

Issue will obtain, from the Depositories, the Bidders’ bank account details, including the nine digit Magnetic Ink

Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence Bidders are advised to immediately update

their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so

could result in delays in dispatch of refund order or refunds through electronic transfer of funds, as applicable, and

any such delay shall be at the Bidders’ sole risk and neither our Company, the Registrar to the Issue, Escrow Collection

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Bank(s), Bankers to the Issue nor the BRLM shall be liable to compensate the Bidders for any losses caused to the

Bidder due to any such delay or liable to pay any interest for such delay.

Mode of making refunds

The payment of refund, if any, for Bidders other than ASBA Bidders would be done through one of the following

modes:

1. Direct Credit – Applicants having bank accounts with the Refund Bank (s), as mentioned in the Bid cum

Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the

Refund Bank(s) for the same would be borne by our Company.

2. ECS / NECS – Payment of refund would be done through ECS / NECS for applicants having an account at any

of the centres where such facility has been made available. This mode of payment of refunds would be

subject to availability of complete bank account details including the MICR code as appearing on a cheque

leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any

of the centres where such facility is made available, except where the applicant, being eligible, opts to

receive refund through direct credit or RTGS.

3. NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants’ bank has been

assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character

Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the

website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR

numbers. Wherever the applicants have registered their nine digit MICR number and their bank account

number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of

that particular bank branch and the payment of refund will be made to the applicants through this method.

The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject

to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the

payment of refunds would be made through any one of the other modes as discussed in the sections.

4. RTGS – Applicants having a bank account at any of the abovementioned centres and whose refund amount is

or exceeds `200,000 , have the option to receive refund through RTGS provided the Demographic Details

downloaded from the Depositories contain the nine digit MICR code of the Bidder’s bank which can be

mapped with the RBI data to obtain the corresponding IFSC code. Charges, if any, levied by the Refund

Bank(s) for the same would be borne by our Company. Charges, if any, levied by the applicant’s bank

receiving the credit would be borne by the applicant

For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund

orders will be dispatched through Speed Post/ Registered Post. Such refunds will be made by cheques, pay orders or

demand drafts drawn on the Escrow Collection Bank(s) and payable at par at places where Bids are received. Bank

charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

Mode of making refunds for ASBA Bidders

In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant

ASBA Account to the extent of the Bid Amount specified in the Bid cum Application Forms for withdrawn, rejected or

unsuccessful or partially successful ASBA Bids within twelve working days of the Bid/Issue Closing Date.

Disposal of Applications and Application Moneys

With respect to Bidders other than ASBA Bidders, our Company shall ensure dispatch of Allotment advice, refund

orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the

beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock

Exchange within twelve days of the Bid/Issue Closing Date.

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In case of applicants who receive refunds through NECS, direct credit or RTGS, the refund instructions will be given to

the clearing system within twelve days from the Bid/ Issue Closing Date. A suitable communication shall be sent to the

Bidders receiving refunds through this mode within twelve days of Bid/ Issue Closing Date, giving details of the bank

where refunds shall be credited along with amount and expected date of electronic credit of refund.

Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and

commencement of trading at the Stock Exchange where the Equity Shares are proposed to be listed, are taken within

twelve Working Days of the Bid/Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI ICDR Regulations, our

Company further undertakes that:

Allotment of Equity Shares shall be made only in dematerialised form, including the credit of Allotted Equity

Shares to the beneficiary accounts of the Depository Participants, within twelve Working Days of the Bid /

Issue Closing Date;

With respect to Bidders other than ASBA Bidders, dispatch of refund orders or in a case where the refund or

portion thereof is made in electronic manner, the refund instructions are given to the clearing system within

twelve days of the Bid/Issue Closing Date would be ensured. With respect to the ASBA Bidders, instructions

for unblocking of the ASBA Bidder‘s Bank Account shall be made within eight days from the Bid/Issue Closing

Date.

Our Company shall pay interest at 15% p.a. for any delay beyond the twelve working days from the Bid/Issue Closing

Date as mentioned above, if Allotment is not made and refund orders are not dispatched or if, in a case where the

refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing

system in the disclosed manner and/or demat credits are not made to investors within eight days from the day our

Company becomes liable to repay (i.e. twelve Working Days after the Bid / Issue Closing Date or the date of refusal by

the Stock Exchange(s), whichever is earlier). If such money is not repaid within eight days from the day our Company

becomes liable to repay it, our Company and every officer in default shall, on and from expiry of eight days, be liable

to repay the money with interest at the rate of 15% as prescribed under Section 73 of the Companies Act.

Letters of Allotment or Refund Orders or instructions to the SCSBs

We shall give credit to the beneficiary account with Depository Participants within twelve Working Days from the

Bid/Issue Closing Date. Applicants residing at the centres where clearing houses are managed by the RBI, will get

refunds through ECS / NECS only except where applicant is otherwise disclosed as eligible to get refunds through

direct credit and / or RTGS. Our Company shall ensure dispatch of refund orders, if any, by registered post or speed

post at the sole or First Bidder’s sole risk within twelve days of the Bid/Issue Closing Date. Bidders to whom refunds

are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them about the

mode of credit of refund within twelve days of the Bid/ Issue Closing Date. In case of ASBA Bidders, the Registrar to

the Issue shall instruct the relevant SCSBs to unblock the funds in the relevant ASBA Account to the extent of the Bid

Amount specified in the Bid cum Application Forms for withdrawn, rejected or unsuccessful or partially successful

ASBA Bids within twelve Working days of the Bid/Issue Closing Date, which shall be completed within one Working

Day after the receipt of such instruction from the Registrar to the Issue.

Interest in case of delay in dispatch of Allotment Letters or Refund Orders/ instruction to SCSBs by the Registrar to

the Issue

Our Company agrees that the Allotment of Equity Shares in the Issue shall be made not later than twelve Working

Days of the Bid / Issue Closing Date. Our Company further agrees that it shall pay interest at the rate of 15% p.a. if the

Allotment letters or refund orders have not been dispatched to the applicants or if, in a case where the refund or

portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner

within twelve Working days from the Bid / Issue Closing Date or instructions to SCSBs to unblock funds in the ASBA

Accounts shall be given within twelve Working Days of the Bid/Issue Closing Date, as the case may be.

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Our Company will provide adequate funds required for dispatch of refund orders or Allotment advice to the Registrar

to the Issue.

Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by our Company as a

Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques,

pay orders or demand drafts at other centres will be payable by the Bidders.

Undertaking by our Company

We undertake as follows:

1) that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily;

2) that all steps will be taken for the completion of the necessary formalities for listing and commencement of

trading at the stock exchange where the Equity Shares are proposed to be listed within 12 Working days of the

Bid/Issue Closing Date;

3) that the funds required for making refunds as per the modes disclosed or dispatch of Allotment advice by

registered post or speed post shall be made available to the Registrar to the Issue by us;

4) That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the

applicant within twelve Working days of the Bid/ Issue Closing Date, giving details of the bank where refunds shall

be credited along with amount and expected date of electronic credit of refund;

5) Instructions to SCSBs to unblock funds in the ASBA Accounts shall be given within twelve days of the Bid/Issue

Closing Date.

6) That the instruction for electronic credit of Equity Shares / refund orders / intimation about the refund to non-

resident Indians shall be completed within the specified time;

7) That no further Issue of Equity Shares shall be made till the Equity Shares issued through the Red Herring

Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.; and

8) That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount and to

consider them similar to applications bid through the non-ASBA route while finalizing the Basis of Allotment.


Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after the

Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event our Company would issue a public

notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/ Issue

Closing Date, providing reasons for not proceeding with the Issue. Our Company shall also inform the same to the

Stock Exchange on which the Equity Shares are proposed to be listed. The BRLM, through the Registrar to the Issue,

shall notify the SCSBs to unblock the ASBA Accounts of the ASBA Bidders within one Working Day from the day of

receipt of such notification.

Any further issue of Equity Shares by our Company shall be in compliance with applicable laws.

If our Company withdraws the Issue after the closure of bidding, our Company shall be required to file a fresh Red

Herring Prospectus.

In the event of withdrawal of the Issue any time after the Issue Opening Date, our Company will forthwith repay,



then our Company, on and from such expiry of eight days, be liable to repay the money, with such interest as


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Utilization of the Issue proceeds

The Board of Directors of our Company certifies that:

1) all monies received out of the Issue shall be transferred to a separate Bank Account other than the bank

account referred to in sub-section (3) of Section 73 of the Companies Act;

2) details of all monies utilized out of this Issue referred above shall be disclosed and continue to be disclosed

till the time any part of the Issue proceeds remains unutilized under an appropriate separate head in the

balance sheet of our Company indicating the purpose for which such monies have been utilised; and

3) Details of all unutilized monies out of this Issue, if any, shall be disclosed under an appropriate separate head

in the balance sheet of our Company indicating the form in which such unutilized monies have been invested.

Our Company shall not have recourse to the Issue Proceeds until the approval for listing and Trading of the Equity

Shares from all the Stock Exchange where listing is sought has been received.

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SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY

1 The regulations contained in Table ‘A’ in the First Schedule to the Companies Act, 1956 shall not apply

to this Company

Table ‘A’

not to

apply

2 The regulation for the management of the Company and for the governance of the members thereof

and their representatives shall, subject to any exercise of the statutory powers of the Company with

reference to the repeal or alteration of, or addition to its regulations by special resolution, as prescribed

by the said Companies Act, 1956, be such as are contained in these Articles.

INTERPRETATION

3 In the Interpretation of these Article unless repugnant to the subject or context:

i. “The Company” “The Company” or This Company” means “MOBME WIRELESS SOLUTIONS

LIMITED or “This Company”

ii. “The Act” ‘The Act’ means the Companies Act, 1956 or any statutory modification or re-

enactment thereof for the time being in force

iii. “These Articles” “These Articles” means Articles of Association for the time being of the Company

or the Articles of Association as altered from time to time by special resolution.

iv.

“Alter” and “Alter” and “Alteration” shall include the making of

“Alteration” additions and deletions

v. “Annual General “Annual General Meeting” means a General Meeting of the

Meeting” members held in accordance with Section 166 of the Act, and any adjourned holding

thereof.

vi. “Auditors” “Auditors” means and includes those persons appointed as such for the

time being by the Company.

vii. “Board” or

“Board of

Directors”

“Board” or “Board of Directors” means a meeting of the Directors duly

called and constituted, or as the case may be, the Directors assembled at

a Board Meeting collectively or acting by circular resolution.

viii. “Capital” “Capital” means the share capital for the time being raised or authorized

to be raised for the purpose of the Company.

ix. “Debentures” “Debenture” includes Debenture-stock, bonds and other securities of

the company, whether constituting a change on the assets of the

Company or not.

x. “Directors” “Directors” mean the Directors for the time being of the company, or as

the case may be the Directors assembled at a Board collectively or acting

by circular resolution.

xi. “Extra Ordinary General Meeting” “Extra Ordinary General Meeting” means a General Meeting of the

Members other than Annual General Meeting duly called and

constituted and any adjourned holding thereof.

xii. “Gender” “Words” importing the masculine gender also include the feminine

gender.

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xiii. “In writing” and “Written” “In writing” and “Written” include printing, lithography and other modes

of representing or reproducing words in a visible form.

xiv. “Legal Representative “ “Legal Representative” means a person who in law represents the estate

of a deceased or incompetent member.

xv. “Meeting” or “General Meeting” “Meeting” or “General Meeting” means a meeting of the members

xvi. “Member” “Member” means the duly registered holder of the shares of the

company from time to time, the subscribers of the Memorandum of

Association of the Company and beneficial owners as defined in Article

30

xvii. “Month” “Month” means the calendar month.

xviii. “Office” “Office” means the Registered Office for the time being of the Company.

xix. “Ordinary Resolution” “Ordinary Resolution” shall have the meaning assigned to it by Section

189 of the Act.

xx. “Paid-up” “Paid-up” includes capital credited as paid up.

xxi. “ Persons” “Persons” include corporations and firms as well as individuals.

xxii. “Register of Members” “Register of Members” means the Register of Members to be kept

pursuant to the Act.

xxiii. “The Registrar” “The Registrar” means the Registrar of Companies of the State in which

the office of the Company is for the time being situated.

xxiv. “Document” “Document” includes summons, notice, requisition, order, other legal

process and registers, whether issued, sent or kept, in pursuance of this

or any other Act or otherwise.

xxv. “Seal” “Seal” means the common seal for the time being of the Company.

xxvi. “Secretary” “Secretary” means a Company Secretary within the meaning of clause (c)

of Sub-section (1) of Section 2 of the Company Secretaries Act, 1980 and

includes any other individual possessing the prescribed qualifications

and appointed to perform the duties which may be performed by a

secretary under this Act and any other ministerial or administrative

duties.

xxvii. “Secretary in whole-time practice” “Secretary in whole-time practice” means a secretary who shall be

deemed to be in practice within the meaning of Sub-section (2) of

Section 2 of this Companies Secretaries Act, 1980 and who is not in full -

time employment.

xxviii. “Share” “Share” means a share in the share capital of the company and includes

stock except where a distinction between stock and share is expressed

or implied.

xxix. “Singular number” Words importing the singular number include, where the context admits

or requires, the plural number and vice versa.

xxx. “Special Resolution” “Special Resolution” shall have the meaning assigned to it by Section 189

of the Act.

xxxi. “Year” and “Financial Year” “Year” means the calendar year and “Financial Year” shall have the

meaning assigned thereto by section 2(17) of the Act.

Save as aforesaid, any words or expressions defined in the Act shall, if

not inconsistent with the subject or context bear the same meaning in

these Articles.

The marginal notes used in these Articles shall not affect the

construction thereof.

PRELIMINARY

4 The Company shall, on being so required by a member send to him within seven Copy of Memorandum and

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days of the requirement and subject to the payment of a fee of one rupee a copy

of each of the documents referred to in Section 39 of the Act.

Articles to be furnished to

members

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

5 The Authorized Share Capital of the Company is Rs.4,00,00,000/- (Rupees Four

Crores only) divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs.10/-

(Rupees Ten only) each.

Capital

6 Subject to the provisions of the Act and these Articles, the shares in the Capital

of the Company for the time being (including any shares forming part of any

increased capital of the Company) shall be under the control of the Board who

may allot or otherwise dispose off the same or any of them to such persons, in

such proportion and on such terms and conditions and either at a premium or at

par or (subject to compliance with the provisions of Section 79 of the Act) at a

discount and at such times as it may from time to time think fit and proper and,

with the consent of the General Meeting, give to any person the option to call for

or be allotted any class of shares of the Company either at par or subject as

aforesaid at a discount, such option being exercisable at such times and for such

considerations as the Board thinks fit.

Shares under the control of the

Board

7 In addition to and without derogating from the powers for that purpose

conferred on the Board under Article 6, the Company in General Meeting may

determine that any shares (whether forming part of the original capital or of any

increased capital of the Company) shall be offered to such persons (whether

members or not) in such proportions and on such terms and conditions and

either at a premium or at par or (subject to compliance with the provisions of

Section 79 of the Act) at a discount, as such General Meeting shall determine and

with full power to give to any person (whether a member or not) the option to

call for or be allotted any class of shares of the Company either at a premium or

at par or (subject to compliance with the provisions of section 79 of the Act) at a

discount, such option being exercisable at such times and for such consideration

as may be directed by such General Meeting or the Company in General Meeting

may make any other provisions, whatsoever for the issue, allotment or disposal

of any shares.

Power also to Company in

General Meeting to issue shares

8 The Company in General Meeting may from time to time increase its share

capital by the creation of further shares, such increase to be of such aggregate

amount and to be divided into shares of such respective amounts as the

resolution shall prescribe. Subject to the provisions of the Act, the further shares

shall be issued upon such terms and conditions and with such rights and

privileges annexed thereto, as the General Meeting resolving upon the creation

thereof shall direct, and if no direction be given as the Board shall determine;

and in particular such shares may be issued with a preferential or qualified right

to dividends and in the distribution of assets of the Company, and with a right of

voting at General Meetings of the Company.

Increase of Capital

9 (1) Where at any time after the expiry of two years from the formation of the

Company or at any time after the expiry of one year of the allotment of shares in

the Company made for the first time after its formation, whichever is earlier, it is

proposed to increase the subscribed capital of the Company by allotment of

further shares then:

(a) Such further shares shall be offered with or without the rights of

renunciation to the persons who, at the date of the offer, are holders

of the equity shares of the Company, in proportion, as nearly as

circumstances admit, to the capital paid up on those shares at that

date;

(b) The offer aforesaid shall be made by notice specifying the number of

shares offered and limiting a time not being less than one month from

the date of the offer, within which the offer, if not accepted, will be

deemed to have been declined.

(c) The offer aforesaid shall be deemed to include a right exercisable by

the person concerned to renounce the shares offered to him or any of

them in favour of any other person; and the notice referred to in

clause (b) shall contain a statement of this right;

Further issue of capital

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(d) After the expiry of the time specified in the notice aforesaid, or on

receipt of earlier intimation from the person to whom such notice is

given that he declines to accept the shares offered, the Board of

Directors may dispose of them in such manner as they think most

beneficial to the Company.

Notwithstanding anything contained in sub-section (1) of Article 9 the further

shares aforesaid may be offered to any persons (whether or not those persons

include the persons referred to in clause (a) of sub-section (1) in any manner

whatsoever:

(a) if a special resolution to that effect is passed, by the Company in General

Meeting, or

(b) where no such special resolution is passed, if the votes cast (whether on a

show of hands, or on a poll, as the case may be) in favour of the proposal

contained in the resolution moved in that General Meeting (including the casing

vote, if any, of the Chairman) by members who, being entitled so to do, vote in

person, or where proxies are allowed, by proxy, exceed the votes, if any, cast

against the proposal by members so entitled and voting and the Central

Government is satisfied, on an application made by the Board of Directors in this

behalf , that the proposal is most beneficial to the Company.

10 Subject to the provisions of Section 80 of the Act, the Company shall have power

to issue Preference Shares which are or, at the option of the Company, are liable

to be redeemed, and the Resolution authorizing such issue shall prescribe the

manner, terms and conditions of redemption.

Issue and Redemption of

Preference Shares

11 On the issue of redeemable preference shares under the provisions of Article 10

hereof, the following provisions shall take effect:

(a) No such shares shall be redeemed except out of the profits of the

Company which would otherwise be available for dividend or out of

the proceeds of a fresh issue of shares made for the purpose of the

redemption;

(b) No such shares shall be redeemed unless they are fully paid;

(c) The premium, if any, payable on the redemption shall be provided for

out of the profits of the Company or out of the Company’s Share

Premium Account, before the shares are redeemed; and

(d) Where any such shares are redeemed otherwise than out of the

proceeds of a fresh issue, there shall, out of profits which would

otherwise have been available, for dividend, be transferred to a

reserve fund, to be called “Capital Redemption Reserve Account” a

sum equal to the nominal amount of the shares redeemed, and the

provisions of the Act, relating to the reduction of the share capital of

the Company shall, except as provided under Section 80 of the Act

apply as if the Capital Redemption Reserve Account were paid-up

share capital of the Company.

Provisions applicable in case of

issue and Redemption of

Preference shares

12 Except so far as otherwise provided by the conditions of issue or by these

Articles, any capital raised by the creation of new shares, shall be considered part

of the initial capital and shall be subject to the provisions herein contained with

reference to the payment of calls, and installments, transfer and transmissions,

forfeiture, lien, surrender, voting and otherwise.

New Capital same as Original

Capital

13 (1) The Company shall not have the power to buy its own shares, unless the

consequent reduction of capital is effected and sanctioned in accordance with

Article 14 and in accordance with Section 100 to 104 or Section 402 or other

applicable provisions (if any) of the Act.

(2) Except to the context permitted by Section 77 or other applicable provisions

(if any) of the Act, the Company shall not give whether directly or indirectly and

whether by means of a loan, guarantee, the provisions of security or otherwise

any financial assistance for the purchase of, or in connection with the purchase

or subscription made or to be made by any person of or for any shares in the

Company.

Restrictions on purchase by

company of its own shares

14 The Company may subject to the provisions of Section 100 to 105 and other

applicable provisions (if any) of the Act, from time to time by Special Resolution

Reduction of Capital

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reduce its capital and any capital redemption reserve account or any share

premium account in any manner for the time being authorised by law, and in

particular, capital may be paid off on the footing that it may be called up again or

otherwise.

15 The Company may in General Meeting alter the conditions of its Memorandum

of Association as follows:

(a) Consolidate and divide all or any of its share capital into shares of large

amounts than its existing shares;

(b) Sub-divide its shares or any of them into shares of smaller amount so

however, that in the sub-division the proportion between the amount

paid and the amount, if any, unpaid on each reduced share shall be the

same as it was in the case of the share from which the reduced share is

derived;

(c) Cancel any shares which, at the date of the passing of the resolution,

have not been taken or agreed to be taken by any person and diminish

the amount of its share capital by the amount of the shares so

cancelled; a cancellation of shares in pursuance of this sub-clause shall

not be deemed to be reduction of share capital within the meaning of

the Act.

(d) Convert all or any of its fully paid up shares into stock, and reconvert

that stock into fully paid up shares of any denomination.

If the Company has:

(i) Consolidated and divided its Share Capital into shares of larger

amount than its existing shares

(ii) Converted any shares into stock;

(iii) Re-converted any stock into shares;

(iv) Sub-divided its shares or any of them;

(v) Redeemed any redeemable preference shares; or

(vi) Cancelled any shares, otherwise than in connection with a

reduction of Share Capital under Sections 100 to 104 of the Act,

the Company shall within one month after doing so, give notice

thereof to the Registrar specifying as the case may be, the shares

consolidated, divided, converted, sub-divided, redeemed or

cancelled or the stocks reconverted.

The Company shall thereupon request the Registrar to record the notice and

make any alterations which may be necessary in the Company’s Memorandum

or Articles or both.

Consolidation and division of

capital

Notice to Registrar of

consolidation of share Capital,

conversion of Shares into Stocks

etc.

16 Whenever as a result of issue of new shares of any consolidation or sub-division

of shares, any share becomes held by members in fractions, the Board shall,

subject to the provisions of the Act, and the Articles and to the directions of the

Company in General Meeting, if any, sell those shares which members hold in

fractions for the best price reasonably obtainable and shall pay and distribute to

and amongst the members entitled to such shares in due proportions the net

proceeds of the sale thereof. For the purpose of giving effect to any such sale

the Board may authorise any person to transfer and the purchaser shall neither

be bound to see the application of the purchase money nor shall his title to the

shares be affected by any irregularity or invalidity in the proceedings with

reference to the sale.

Sale of Fractional Shares

17 Wherever the capital, by reason of the issue of preference shares or otherwise, is

divided into different classes of shares, all or any of the rights and privileges

attached to each class may, subject to the provisions of Sections 106 and 107 of

the Act, be modified, commuted, affected or abrogated, or dealt with by

agreement between the Company and any person purporting to contract on

behalf of that class provided such agreement is ratified in writing by holders of

atleast three – fourths in nominal value of the issued shares of that class or is

confirmed by a resolution passed by the votes of not less than three-fourths of

the holders of the shares of that class at a separate General Meeting of the

holders of shares of that class and all the provisions contained in these Articles as

Modification of rights

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to the General Meetings shall mutatis mutandis apply to every such meeting.

18 The rights conferred upon the holders of the shares of any class issued with

preferred or other rights shall not unless otherwise expressly provided by the

terms of the issue of the shares of that class be deemed to be varied by the

creation or issue of further shares ranking paripassu therewith.

Issue of further shares on

paripassu basis

19 The company shall not issue any shares (not being preference shares) which

carry voting right or rights in the Company as to dividend, capital or otherwise

which are disproportionate to rights attached to the holders of other shares (not

being preference shares).

SHARES AND CERTIFICATES

No issue with disproportionate

rights

20 The Company shall cause to be kept a Register and index of Members in

accordance with Sections 150 and 151 of the Act, and the Companies (Issue of

Share Certificates) Rules, 1960, and any modification thereof. Every member

who changes his name or address shall give notice of the change of name or

address to the Company.

Register and Index of Members

21 The shares in the capital shall be numbered progressively according to their

several denominations, and except in the manner hereinbefore mentioned, no

share shall be sub-divided.

Shares to be numbered

progressively

22 Subject to the provisions of the Act, and of these Articles the Board may allot and

issue shares in the capital of the Company as payment or part payment for any

property sold or transferred, goods or machinery supplied or for services

rendered to the Company either in or about the formation or promotion of the

Company or the conduct of its business and any shares which may be so allotted

may be issued as fully paid up shares and if so issued, shall be deemed to be fully

paid up shares.

Directors may allot shares fully

paid-up

23 (1) Where the Company issued shares at a premium whether for

cash or otherwise, a sum equal to the aggregate amount or

value of the premium shall be transferred to an account, to

be called “Share premium Account” and the provisions of the

Act relating to the reduction of the share capital of the

Company shall, except as provided in this clause, apply as if

the share premium account were paid up share capital of the

Company

(2) The share premium account may, notwithstanding sub clause

(1) hereof, be applied by the Company.

(a) In paying up unissued shares of the Company to be issued to

members of the Company as fully paid bonus shares;

(b) In writing off the preliminary expenses of the company.

(c) In writing off the expenses of, or the commission paid or

discount allowed on any issue of shares or debentures of the

Company; and

(d) In providing for the premium payable on the redemption of

any redeemable preference shares or of any debentures of

the Company.

Application of premium

24 If by the terms of issue of any shares or otherwise the whole or any part of the

amount of issue price thereof shall be payable by installments at fixed time,

every such installment shall, when due, be paid to the Company by the person

who for the time being and from to time is the registered holder of the shares or

his legal representatives.

Installment in Shares

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25 Subject to the provisions of these Articles, any application signed by or on behalf

of an applicant for shares in the Company followed by allotment of any share

therein, shall be an acceptance of shares within the meaning of these Articles,

and every person who thus or other wise accepts any shares and whose name is

on the Register or members shall, for the purpose of these Articles, be a member

, provided that no share shall be applied for or allotted to a minor, insolvent or

person of unsound mind.

Acceptance of shares

26 The money (if any) which the Board of Directors shall, on the allotment of any

shares being made by it, require or direct to be paid by way of deposit, call or

otherwise, in respect of any shares allotted by it, shall immediately on the

inscription of the name of the allottee in the Register of Members as the holder

of such shares, become a debt due to and recoverable by the Company from the

allottee thereof, and shall be paid by him accordingly.

Deposits and calls etc., to be a

debt payable immediately

27 Every member, or his heirs, executors or administrators, shall pay to the

Company the proportion of the capital represented by his share or shares which

may, for the time being remain unpaid thereon, in such amounts at such time or

times and in such manner, as the Board of Directors shall, from time to time, in

accordance with the Company’s regulations require or fix for the payment

thereof.

Liability of members

28 The company shall unless prohibited by any provision of law of any other or any

court tribunal or other authority, within three months after the allotment of any

of its shares or debentures and within one month after the application for the

transfer of any such shares or debentures deliver, in accordance with the

procedure laid down in section 53, the certificates of all shares or debentures

allotted or transferred.

Limitation of time for issue of

Certificates

29 Every member or allottee of shares shall be entitled, without payment, to receive

one certificate for each marketable lot for all the shares of the same class

registered in his name and specifying the name of the person in whose favour it

is issued, the share certificate number and the amount paid up thereon. Such

certificate shall be issued only in pursuance of a resolution passed by the Board

and on surrender to the Company of its Letter of Allotment or its Fractional

Coupons of requisite value, save in cases of issues against Letter of Acceptance

or for renunciation or in cases of issues of bonus shares, PROVIDED THAT if the

Letter of Allotment is lost or destroyed, the Board may impose such reasonable

terms, if any, as it think fit, as to evidence and indemnity and the payment of

out-of-pocket expenses incurred by the Company in investigating the evidence. If

any member shall require additional certificate he shall pay for each additional

certificate (not being in the marketable lot) such sum not exceeding One Rupee

as the Board shall determine. The certificate of title to shares shall be issued

under the seal of the Company in conformity with the provisions of the

Companies (Issue of Share Certificates) Rules, 1960 or any statutory modification

or re-enactment thereof for the time being in force.

No fee shall be charged for the issue of shares/ debenture certificates in

replacement of those that are old, decrepit or worn-out or where the cages on

the reverse for recording transfers have been fully utilized.

Share Certificates

DEMATERIALISATION OF SECURITIES

30 I. For the purpose of this Article :

Definition:

“Beneficial Owner” means a person or persons whose name is recorded as such

with a depository.

“SEBI” means the Securities Exchange Board of India.

“Depository” means a Company formed and registered under the Companies

Act, 1956 and which has been granted a certificate of registration to act as a

depository under the Securities and Exchange Board of India Act, 1992 and

“Security” means such security as may be specified by SEBI from time to time.

Dematerialization of Securities:

II Notwithstanding anything contained in these Articles the Company shall be

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entitled to dematerialise its securities and to offer securities in a dematerialized

form pursuant to the Depositories Act, 1996 hereinafter called as the

Depositories Act, which means and includes any amendments, clarifications,

notifications issued by the concerned authorities/ regulators from time to time.

Options for Investors:

III. Every person subscribing to securities offered by the Company shall or

become the Member by transfers, transmissions, transposition, gift or otherwise

(hereinafter called as ‘the transfer’ for the purpose of this Article) have the

option to receive security certificates or to hold the securities with a depository.

Such a person who is the beneficial owner of the securities can at any time opt

out of a depository, if permitted by the law, in respect of any security in the

manner provided by the Depositories Act, and the Company shall provide the

owner, in the manner the required certificate of securities.

If a person opts to hold his / her security with a depository, the Company

shall intimate such depository the details of allotment or of the transfer of

security and on receipt of the information, the depository shall enter in its record

the name of allottee or the transferee as the Beneficial Owner of the security.

Securities in Depositories to be in fungible form:

IV. All Securities held by a depository shall be dematerialised and in fungible

form. Nothing contained on Sections 151, 153A, 153B, 187 B,187C and 372 A of

the Act shall apply to a depository in respect of the securities held by it on behalf

of the Beneficial Owner.

Rights of Depositories and Beneficial Owners:

V.

(a) Notwithstanding anything to the contrary contained in the Act or these

Articles, a depository shall be deemed to be registered owner for the

purpose of effecting transfer of ownership of security on behalf of the

Beneficial Owner.

(b) Save as otherwise provided in (a) above, the depository as the

registered owner of the securities shall not have any voting rights in

respect of the securities held by it.

(c) Every person holding securities of the Company and whose name is

entered as the beneficial owner in the records of the depository shall

be deemed to be a member of the Company. The beneficial owner of

securities shall be entitled to all the rights and benefits and subject to

all the liabilities in respect of his / her securities, which are held by a

depository.

Service of documents:

VI. Notwithstanding anything in the Act or these Articles to the

contrary, where securities are held in a depository the records of

the beneficial ownership may be served by such depository on the

Company by means of electronic mode or by delivery of floppies or

discs.

Transfer of Securities:

VII. Nothing contained in Section 108 of the Act or this Article shall

apply to a transfer of securities affected by a transferor and

transferee both of who are entered as beneficial owners in the

records of a depository.

Allotment of Securities dealt with in a depository:

VIII. Notwithstanding anything contained in the Act or these Articles to

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the contrary, where securities are dealt with by a depository, the

Company shall intimate the details thereof to the depository

immediately on allotment of such securities.

Distinctive numbers of Securities held in a depository:

IX. Nothing contained in the Act or these Articles regarding the

necessity of having distinctive numbers for securities issued by the

Company shall apply to securities held with a depository.

Register and Index of beneficial owners:

X. Notwithstanding anything in the Act or these Articles to the

contrary, the Register and index of beneficial owners maintained

by a depository under Depository Act, 1996 shall be deemed to be

the Register and Index of Members and Security Holders for the

purpose of these Articles.

31 Any two or more joint allottees or holders of shares shall, for the purpose of

Article 29 be treated as a single member and the certificate for any share, which

may be subject to joint ownership, may be delivered to any one of such joint

owners on behalf of all of them.

Joint Allottees or Holders

32 A certificate of shares may be renewed or a duplicate issued in accordance with

the provisions of the Act, and the Companies (Issue of Share Certificate) Rules,

1960, and any modification thereof.

Renewal of Share Certificate

33 If any share stands in the name of two or more persons, the person first named

in the Register of Members, shall as regards receipt of dividends or bonus or

service of notice and / or any other mater connected with the Company, except

voting at meeting and the transfer of the shares, be deemed the sole holder

thereof, but the joint holders of a share shall be, severally as well as jointly, liable

for the payment of all installments and calls due in respect of such share and for

all incidents thereof according to these Articles.

The First Named of Joint

Holders Deemed Sole Holder

Nomination of Shares:

34 (a) Every holder / joint holder of shares or holder/joint holder of debenture of the

Company may at any time, nominate in accordance with the provisions of and in

the manner provided by Section 109A of the Companies Act, 1956 and any

amendments thereof from time to time, a person to whom all the rights in the

shares or debentures of the Company shall vest in the event of the death of the

holder/ joint holder.

(b) Subject to the provisions of Section 109A of the Companies Act, 1956 and Article

34A(a) any person who becomes a nominee by virtue of the provisions of the Act,

upon production of such evidence as may be required by the Board or any

committee thereof, elect either to be registered himself / herself as holders of the

share or debenture as the case may be as the deceased share holder or

debenture holder as the case may be, could have made in accordance with

provisions of and in the manner prescribed by Section 109B of the Companies Act,

1956 and any amendments thereto from time to time.

Provided that the Board may at any time give notice requiring any

such person to elect either to be registered himself/ herself or to transfer the

share or debentures and if the notice is not complied with within ninety days, the

Board may thereafter withhold payment of all dividends, bonuses or other

moneys payable in respect of the shares or debentures or such other rights or

entitlements until the requirements of the notice have been complied with.

(c) A person being a nominee, becoming entitled to a share or debenture by reason

of the death of the holder shall be entitled to the same dividends and other

advantages to which he would be entitled, if he were the registered holder of the

shares or debentures except that he shall not, before being registered as a

member in respect of his share or debenture be entitled in respect of its exercise

any right conferred by membership in relation to meeting of the Company.

35(1) The Company shall not be bound to recognise any equitable, contingent, future or

partial interest in any share, or (except only as is by these presents otherwise

expressly provided) any right in respect of a share other than an absolute right

Company not bound to

recognise any interest in share

other than that of registered

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thereto, in accordance with these presents from time to time registered as the

holder thereof but the Board shall be at liberty as its sole discretion to register

any share in the joint names of two or more persons or the survivors of them.

holder

(2) Save as herein otherwise provided, the company shall be entitled to treat the

person whose name appears on the Register of Members as the holder of any

share as the absolute owner thereof, and accordingly shall not(except as ordered

by a court of competent jurisdiction or as by Law required) be bound to recognise

any benami, trust or equitable, contingent, future, partial or other counter claims

or right to or interest in such share on the part of any other person whether or

not it shall have express or implied notice thereof.

Trust not recognised

36 Shares may be registered in the name of an incorporated company or other body

corporate but not in the name of a person of unsound mind or in the name of any

firm or partnership.

Who may hold shares

UNDERWRITING AND BROKERAGE

37 The Company may pay a commission to any person in consideration of:

(i) his subscribing or agreeing to subscribe whether absolutely or conditionally,

for any shares in or debentures of the Company subject to the restrictions

specified in sub-section (4A) of Section 76 of the Act, or

(ii) his procuring or agreeing to procure subscriptions, whether absolute or

conditional for any shares in, or debentures of the Company, in the following

conditions are fulfilled namely:

(a) the commission paid or agreed to be paid does not exceed in the case of

shares, five per cent of the price at which the shares are issued and in the case of

debentures, two and half percent of the price at which the debentures are issued;

(b) the amount or rate percent of the commission paid or agreed to be paid, on

shares or debentures offered to the public for subscription, is disclosed in the

Prospectus, and in the case of shares or debentures not offered to the public for

subscription is disclosed in the Statement in lieu of Prospectus and filed before

the payment of the commission with the Registrar, and where a circular or notice,

not being a Prospectus and filed before the repayment of commission with the

Registrar, and where a circular or notice, not be a Prospectus inviting subscription

for the shares or debentures is issued is also disclosed in that circular or notice;

(c) the number of shares or debentures which such persons have agreed for a

commission to subscribe, absolutely or conditionally is disclosed in the manner

aforesaid; and

(d) a copy of the contract for the payment of commission is delivered to the

Registrar at the time of delivery of the Prospectus or the statement in lieu of

Prospectus for registration.

Save as aforesaid and save as provided in Section 76 of the Act, the Company shall

not allot any of its shares or debentures or apply any of its moneys, either directly

or indirectly, in payment of any commission, discount or allowance, to any

person in consideration of:

(i) his subscribing or agreeing to subscribe, whether absolutely or conditionally

for any shares in, or debentures of the Company; or

(ii) his procuring or agreeing to procure subscriptions, whether absolutely or

conditionally, for any shares in, or debentures of the Company whether the

shares, debentures or money be so allotted or applied by, being added to the

purchase money of any property acquired by the company or to the contract

price of any work to be executed for the Company, or the money be paid out of

the nominal purchase or contract price, or otherwise.

Power to pay certain

commission and prohibition of

payment of all other

commission discounts etc

38 The Company may pay a reasonable sum for brokerage on any issue of shares and

debentures.

Brokerage may be paid

INTEREST OUT OF CAPITAL

39 Where any shares are issued for the purpose of raising money to defray the

expenses of the construction of any work or building, or the provision of any

plant, which cannot be made profitable for lengthy period, the Company may pay

interest on so much of that share capital as is for the time being paid up, for the

Interest out of Capital

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period, at the rate and subject to the conditions and restrictions contained in

Section 208 of the Act, and may charge the same to capital as part of the cost of

construction of the work or building or the provision of the plant.

CALLS

40 The Board of Directors may, from time to time, by a resolution passed at a

Meeting of the Board ( and not by circular resolution) make such call as it may

think fit upon the members in respect of all moneys unpaid on the shares held by

them respectively (whether on account of nominal value of shares or by way of

premium) and not by the conditions of allotment thereof made payable at a fixed

time, and each member shall pay the amount of every call so made on him to the

persons and at the times and place appointed by the Board of Directors. Option or

right to call of share/ debenture shall not be given to any person(s) except with

the sanction of the Company in General Meeting. A call may be made payable by

installments. A call may be postponed or revoked as the Board may determine.

Directors may make Calls

41 Where any calls for further share capital are made on shares such calls be made

on a uniform basis on all shares falling under the same class. For the purpose of

this Article, shares of the same nominal value on which different amounts have

been paid up, shall not be deemed to fall under the same class.

Call on shares of the same class

to be made on the uniform

basis

42 One month’s notice at least of every call payable otherwise than on allotment

shall be given by the Company specifying the time and place of payment, and to

whom such call be paid, provided that the Board may, as its discretion, postpone

the call or revoke it.

Notice of calls

43 A call shall be deemed to have been made at the time when the resolution of the

Board authorising such call passed at the Meeting of the Board of Directors, and

may be made payable by the members on the Register of Members on a

subsequent date to be fixed by the Board.

Calls to date from Resolution

44 The Board of Directors may, from time to time, as its discretion, extend the time

for the payment of any call, and may extend such time as to all or any of the

members, who reside at a distance or other cause, the Board of Directors may

deem fairly entitled to such extension save as a matter of grace and favour.

Directors may extend time

45 If any member fails to pay a call due from him on the day appointed for payment

thereof, or any such extension thereof as aforesaid, he shall be liable to pay

interest on the same from the day appointed for the payment thereof to the time

of actual payment at such rate as shall from time to time be fixed by the Board of

Directors, but nothing in this Article shall render it compulsory upon the Board of

Directors to demand or recover any interest from any such member.

Calls to carry interest from

Resolution

46 Subject to the provisions of the Act and these Articles, on the trial or hearing of

any action or suit brought by the Company against any member or his

representatives to the recovery of any debt or money claimed to be due to the

Company in respect of his shares it shall be sufficient to prove that the name of

the member in respect of whose shares the money is sought to be recovered,

appears entered on the Register of Members as the holder, at or subsequent to

the date at which the money sought to be recovered is alleged to have become

due, of the shares in respect of which such money is sought to be received; that

the resolution making the call duly recovered in the minutes book; and that the

notice of such call was duly given to the member or his representatives sued in

pursuance of these presents, and it shall not be necessary to prove the

appointment of the Directors who made such call, not that a quorum was present

at the Board at which any call was made, not that the meeting at which any call

was made was duly convened or constituted nor any other matters, but the proof

of the matters aforesaid shall be conclusive evidence of the debt.

Proof of Trial in suit for money

due on shares

47 The Board may, if it thinks fit, receive from any member willing to advance the

same, all or any part of the amounts of his respective shares beyond the sums

actually called up, and upon the moneys so paid in advance, or upon so much

thereof as from time to time and to at any time thereafter exceeds the amount of

the calls then made and due in respect of the shares on account of which such

advances are made, the Company may pay or allow interest at such rate as the

member paying such sum in advance and the Board may agree upon, provided

always that at any time after the payment of any such money so paid in advance

Payments in advance of calls

may carry interest

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it shall be lawful for the Board from time to time to repay such member so much

of such money as shall then exceed the amount of the calls made upon such

shares, unless there be an express agreement to the contrary, and after such

repayment such member shall be liable to pay and such shares shall be charged

with the payment of all further calls as if no such advance had been made. The

member making such advance payment shall not, however, be entitled to

dividend or to participate in profits or to any voting rights in respect of the

moneys so paid by him, until the same would, but for such payment, become

presently payable.

FORFEITURE, SURRENDER AND LIEN

48 If any member fails to pay any call or installment of a call in respect of any share

on or before the day appointed for the payment of the same, the Board may, at

any time thereafter, during such time as the call or installment remains unpaid,

serve a notice on such – member or on the person (if any) entitled to the share by

transmission requiring him to pay the same, together with any interest that may

have accrued and all expenses that may have been incurred by the company by

reason of such non-payment. Fully paid shares shall be free from lien and that in

the case of partly paid shares, the Company’s lien shall be restricted to money

called or payable at a fixed time in respect of such shares.

If call or installment not paid,

notice may be given

49 The notice shall name a day (not being earlier than the expiry of fourteen days

from the date of service of the notice) and a place or places on and at which such

money, including the call or installment and such interest and expenses as

aforesaid, is to be paid. The notice shall also state that in the event of non-

payment on or before the time and at the place appointed, the shares in respect of

which the call was made or installment was payable, will be liable to be forfeited.

Form of Notice

50 If the requisitions of any such notice as aforesaid are not complied with any share

in respect of which the notice has been given may at any time thereafter, before

the calls or installments and interest and expenses due in respect thereof are paid,

be forfeited by a resolution of the Board to that effect. Such forfeiture shall

include all dividends and bonus declared in respect of the forfeited shares and not

actually paid before forfeiture. Such forfeiture however shall not extend to

unclaimed dividends unless it becomes barred by law.

In default of payment shares to

be forfeited

51 When any shares have been so forfeited, notice of the resolution shall be given to

the members in whose name it stood immediately prior to the forfeiture and an

entry of the forfeiture, with the date thereof, shall forthwith be made in Register

of Members provided however that the failure to give the notice of the shares

having been forfeited will not in any way invalidate the forfeiture.

Notice after forfeiture and

entry of forfeiture in Register

of Members

52 Any shares so forfeited shall be deemed to be the property of the Company and

the Board may sell, re-allot or otherwise dispose of the same in such manner as it

thinks fit.

Forfeited shares to become

property of the Company

53 The Board may, at any time before any share so forfeited shall have been sold, re

allotted or otherwise disposed of, annul the forfeiture thereof as a matter of grace

and favour but not as of right upon such terms and conditions as it may think fit.

Power to annul forfeiture

54 Any member whose share shall have been forfeited shall, notwithstanding the

forfeiture, be liable to pay, and shall forthwith pay to the Company all calls,

installments, interest and expenses owing upon or in respect of such shares at the

time of forfeiture together with interest thereon from the time of forfeiture until

payment at such rate not exceeding fifteen percent per annum as the Board may

determine and the Board may endorse the payment of such moneys or any part

thereof if it thinks fit but shall not be under any obligations so to do.

Arrears to be paid

notwithstanding forfeiture

55 The forfeiture of a share shall involve the extinction of all interest in and also of all

claims and demands against the Company, in respect of the share and all other

rights incidental to the share except only such of those rights as are by these

Articles expressly saved.

Effect of Forfeiture

56 The net proceeds of any such sale shall be applied in or towards satisfaction of the

said debt, liabilities or engagements and the residue (if any) paid to such member,

his heirs, executors, administrators or assignees.

Proceeds how to be applied

57 A certificate in writing signed by two Directors and countersigned by the Certificate of forfeiture

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Managing Director or the Secretary of the Company that the call in respect of a

share was made and notice thereof given, and that the default in payment of the

call was made and that the forfeiture was made by a resolution of the Board to

that effect shall be conclusive evidence of the fact stated therein as against all

persons entitled to such share.

58 The Company may receive the consideration, if any, given for the share on any

sale, re allotment or other disposal thereof and may execute a transfer of the

share in favour of the person to whom the share is sold or disposed of and the

person to whom such share is sold, reallotted or disposed off may be registered as

the holder of the share. Any such purchaser or allottee shall not (unless by express

agreement to the contrary) be liable to pay any calls, amounts, installments,

interest and expenses owing to the Company prior to such purchases or allotment,

nor shall he be entitled (unless by express agreement to the contrary) to any of the

dividends, interest or bonuses accrued or which might have accrued upon the

share before the time of completing such purchase or before such allotment. Such

purchaser or allottee shall not be bound to see to the application of the purchase

money, if any, nor shall his title to the share be affected by any irregularity or

invalidity in the proceedings with reference to the forfeiture, sale, re allotment or

disposal of the share.

Title of purchaser and allottee

of forfeited shares

59 Neither a judgment nor a decree in favour of the Company for calls or other

moneys due in respect of any shares nor any part payment or satisfaction thereof

nor the receipts by the Company of portion of any money which shall from time to

time be due from any member in respect of any shares either by way of principal

or interest nor any indulgence granted by the Company in respect of payment of

any such money shall preclude the Company from thereafter proceeding to

enforce a forfeiture of such shares as herein provided.

Partial payment not to

preclude forfeiture

60 The provisions of these Articles as to forfeiture shall apply to the case of non-

payment of any sum which by the terms of issue of a share becomes payable at a

fixed time, whether on account of the nominal value of the share or by way of

premium, as if the same had been payable by virtue of a call duly made and

notified.

The provisions of these Articles

as to forfeiture to apply in case

of non-payment of any sum

61 The Board may at any time, subject to the provisions of the Act, accept the

surrender of any share from or by any members desirous of surrendering the same

on such terms as the Board may think fit.

Board may accept surrender of

shares

62 The Company shall have a first and paramount lien upon all the shares (other than

fully paid up shares) registered in the name of each member (whether solely or

jointly with others) and upon the proceeds of sale thereof for all moneys called or

payable at a fixed time in respect of such shares only to the extent of moneys as

specified in Article 48 above, and no equitable interest in any shares shall be

created except upon the footing and condition that Article 35(2) hereof is to have

full effect. Unless otherwise agreed, the registration of a transfer of shares shall

operate as waiver of the Company’s lien, if any, on such shares. The Board may at

any time declare any shares to be wholly or in part exempt from the provisions of

this Article.

Company’s lien on shares

63 For the purpose of enforcing such lien, the Board may sell the shares subject

thereto in such manner as it thinks fit, but no sale shall be made until such time

fixed as aforesaid shall have arrived and until notice in writing of the intention to

sell shall have been served on such member, his heirs, executors, administrators or

other legal representatives, as the case may be, and default shall have been made

by him or them in payment, fulfillment or discharge of such debts, liabilities or

engagements for seven days after the date of such notice.

Enforcing lien by sale

64 The net proceeds of any such sale shall be received by the company and applied in

or towards the satisfaction of the said debts, liabilities or engagements, and the

residue, if any shall be paid to such member, his heirs, executors, administrators or

other legal representatives as the case may be.

Application of proceeds of sale

65 Upon any sale after forfeiture or for enforcing a lien in purported exercise of the

powers hereinbefore given, the Board of Directors may appoint some person to

execute an instrument of transfer of the shares sold and cause the purchaser’s

name to be entered in the register in respect of the shares sold, and the purchaser

Validity of sales in exercise of

lien and after forfeiture

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shall not be bound to see to the regularity of the proceedings, nor to the

application of the purchase money and after his name has been entered in the

Register of Members in respect of such shares the validity of the sale shall not be

impeached by any person, and the remedy of any person aggrieved by the sale

shall be in damages only and against the Company exclusively.

66 Where any shares under the powers in that behalf herein contained are sold by

the Board of Directors after forfeiture or for enforcing a lien, the certificates

originally issued in respect of the relative shares shall (unless the same shall

voluntarily or on demand by the Company, have been previously surrendered to

the Company by the defaulting member) stand cancelled and become null and

void and of no effect and the Board of Directors may issue a new certificate or

certificates for such shares distinguishing it or them in such manner as it may think

fit from the certificate or certificates previously issued in respect of the said

shares.

Board of Directors may issue

new Certificates

67 Any money due from the Company to a member may, without the consent and

notwithstanding the objection of such member, be applied by the Company in or

towards the payment of any money due, from him to the Company for calls or

otherwise.

TRANSFER AND TRANSMISSION OF SHARES

Money due from the Company

may be set off against money

due to the Company

68 The provisions of Section 111A of the Act regarding registration of transfer should

be adhered to. The registration of transfer shall not be refused on the ground of

the transferor being either alone or jointly with any other person or persons

indebted to the Company on any account whatsoever. The Company shall keep a

book to be called the Register of Transfers and therein shall be fairly and distinctly

entered the particulars of every transfer or transmission of any share.

Register of Transfer

69 Subject to the provisions of the Act, and these Articles, no transfer of shares in, or

debentures of the Company shall be registered, unless a proper instrument of

transfer duly stamped and executed by or on behalf of the transferor and by or on

behalf of the transferee and specifying the name address and occupation, if any,

of the transferee has been delivered to the Company along with the certificate

relating to the shares or debentures or if no such certificate is in existence, along

with the letter of allotment of such shares or debentures. The transferor shall be

deemed to remain the holder of such shares until the name of the transferee is

entered in the register in respect thereof. Shares of different classes shall not be

included in the same instrument of transfer.

Execution of Transfer etc.

70 The instrument of transfer shall be in writing and all the provisions of Section 108

of the Act and any statutory modification thereof for the time being shall be duly

complied with in respect of all transfer of shares and of the registration thereof.

The Company shall use a common form of transfer.

Form of Transfer

71 (a) Only fully paid shares or debentures shall be transferred to a minor acting

through his / her legal or natural guardian.

(b) No transfer shall be made to a person of unsound mind.

Transfer to minors

No transfer to a person of

unsound mind

72 (1) An application for the registration of transfer of shares may be made either

by the transferor or by the transferee.

(2) Where the application is made by the transferor and relates to partly paid

shares, the transfer shall not be registered unless the Company gives notice of the

application to the transferee and the transferee makes no objection to the

transfer within two weeks from the receipt of the notice.

(3) For the purpose of clause (2) hereof notice to the transferee shall be deemed to

have been duly given if it is dispatched by prepaid registered post to the transferee

at the address given in the instrument of transfer and shall be deemed to have

been duly delivered at the time at which it would have been delivered in the

ordinary course of post.

(4) If the Company refuses to register the transfer of any shares or transmission

of rights therein, the Company shall within one month from the date on which the

instrument of transfer, or the intimation of transmission as the case may be, was

delivered to the Company, send notice of the refusal to the transferee and the

Transfer of shares

- 314 -

transferor or to the person giving intimation of such transmission as the case may

be.

(5) Nothing in these Articles shall prejudice any power of the Company to register

as shareholder any person to whom the right to any shares of the Company has

been transmitted by operation of law.

(6) Transfer of Shares / Debentures in whatever lot should not be refused. The

Company should not refuse to transfer Share / Debentures in violation of Stock

Exchange listing requirements on the ground that the number of Shares /

Debentures to be transferred is less than any specified number.

73 Every instrument of transfer duly executed and stamped shall be left at the office

for registration accompanied by the certificate of the shares to be transferred and

such other evidence as the Company may require to prove the title of the

transferor or his right to transfer the shares.

Transfer to be left at office as

evidence of title given

74 All instruments of transfer which are registered shall be retained by the Company;

but any instrument of transfer which the Board declines to register shall on

demand be returned to the person depositing the same. The Board may cause to

be destroyed all transfer deeds lying with the Company after such period not being

less than six years as it may determine.

When transfer to be retained

75 The Board may after giving not less than seven days’ previous notice by

advertisement as required by Section 154 of the Act, close the Register of

Members or the Register of Debenture holders for any period or periods not

exceeding in the aggregate 45 (forty – five) days in each year, but not exceeding

30 days at any one time.

Transfer Books when closed

76 In the case of death of any one or more of the persons, named in the Register of

Members as joint shareholders of any share, the survivors shall be the only person

recognized by the Company as having any title to or interest in such shares, but

nothing herein contained shall be taken to release the estate of a joint shareholder

from any liability to the Company on shares held by him jointly with any other

person.

Death of one or more joint

holders of shares

77 Subject to Article 76, the heir, executor or administrator of a deceased shareholder

shall be the only person recognized by the Company as having any title to his

shares and the Company shall not be bound to recognize such heir, executor or

administrator unless such heir, executor or administrator shall have first obtained

probate or letters of administration or succession certificate.

Title to Shares of deceased

holder

78 Subject to the provisions of Act and these Articles, any person becoming entitled to

a share in consequence of the death, bankruptcy or insolvency of any member, or

by any lawful means other than by a transfer in accordance with these presents,

may with the consent of the Board (which it shall not be under any obligation to

give) upon producing such evidence as the Board think sufficient, either be

registered himself as the holder of the share or elect to have some person

nominated by him, and approved by the Board registered as such holder, provided

nevertheless, that if such person shall elect to have his nominee registered, he

shall testify the election by executing to his nominee an instrument of transfer of

the share in accordance with the provisions herein contained and until he does so

he shall not be freed from any liability in respect of the share.

Transmission of Shares

79 The Board shall have the same right to refuse to register a person entitled by

transmission to any share, or his nominee, as if he were the transferee named in

any ordinary transfer presented for registration.

Board may refuse to transmit

80 Every transmission of share shall be verified in such manner as the Board may

require and, if the Board so desires, be accompanied by such evidence as may be

thought necessary and the Company may refuse to register any such transmission

until the same be so verified or requisite evidence produced or until or unless an

Indemnity be given to the Company with regard to such registration which the

Board at its absolute discretion shall consider sufficient, provided nevertheless,

that there shall not be any obligation on the Company or the Board to accept any

indemnity.

Board may require evidence of

Transmission

81 A transfer of a share in the Company of a deceased member thereof made by his

legal representative shall, although the legal representative is not himself a

member be as valid as if he had been a member at the time of the execution of the

Transfer by legal

representative

- 315 -

instrument of transfer.

82 The certification by the Company of any instrument of transfer of shares in or

debentures of the Company, shall be taken as a representation by the Company to

any person acting on the faith of the certification that there have been produced

to the Company such documents as on the face of them show a prima facie title to

the shares or debentures in the transferor named in the instrument of transfer but

not as a representation that the transferor has any title to the shares or

debentures.

Certificate of Transfer

83 The Company shall incur no liability or responsibility whatever in consequence of

its registering or giving effect to any transfer or transmission of shares made or

purporting to be made by any apparent legal owner thereof as shown or

appearing in the Register of Members to the prejudice of persons having or

claiming any equitable right, title or interest to or in the same shares,

notwithstanding that the Company may have had notice of such equitable right,

title or interest or notice prohibiting registration of such transfer and may have

entered such notice or referred thereto in any book of the Company, and the

Company shall not be bound or required to regard or attend or to give effect to

any notice which may be given to for any equitable right, title or interest or be

under any liability whatsoever for refusing or neglecting so to do, though it may

have been entered or referred to in some books of the Company but the Company

shall nevertheless be at liberty to regard and attend to any such notice and give

effect thereto if the Board shall so think fit.

The Company not liable for

disregard of a Notice

prohibiting registration of a

transfer

84 No fee shall be charged in respect of the transfer or transmission to the same

party, of any number of shares of any class or denomination.

No fee to be charged on

transfer or transmission

85

Where more than one person is registered as the holder of any share the person

first named in the Register of Members as one of the joint holders of a share shall

be deemed the sole holder for matter connected with the Company subject to the

following and other provisions contained in these Articles:

(a) The joint holders of any shares shall be liable severally as well as jointly

for and in respect of all calls and other payments which ought to be

made in respect of such shares;

(b) On the death of any of such joint holder the survivor for survivors shall

be the only persons recognized by the Company as having any title to

the share but the Board may require such evidence of death as it may

deem fit and nothing herein contained shall be taken to release the

estate of a deceased joint holder from any liability on shares held by

him jointly with any other person.

(c) Any one of the several persons who is registered as holder of any share

may give effectual receipts for all dividends and payments on account

of dividends in respect of such share.

(d) Only the person whose name stands first in the Register of Members as

one of the joint holders of any share shall be entitled to delivery of the

certificates relating to such share or to receive documents (which

expression shall be deemed to include all documents referred to in

Article 33) of the Company and any document served on or sent to such

person shall be deemed served on all the joint holders.

(e) Any one of the joint holders may vote at any meeting either personally

or by attorney or by proxy in respect of such shares as if he were solely

entitled thereto and if more than one of such joint holders be present at

any meeting personally or by proxy or by attorney then that one of such

persons so present whose name stands first or hither (as the case may

be) on the Register of Members in respect of such shares shall alone be

entitled to vote in respect thereof but the others of the joint holders

shall be entitled to be present at the meeting; provided always that a

joint holder present at any meeting personally shall be entitled to vote

in preference to a joint holder present by attorney or by proxy although

the name of such joint holder present by any attorney or proxy stands

first or higher (as the case may be) in the register in respect of such

Joint Holders

Joint and several liabilities for

full payment in respect of

shares

Title holders

Effectual receipts

Delivery of certificate and

giving of notice to first named

holder

Votes of joint holders

- 316 -

shares. Several executors or administrators of a deceased member in

whose (deceased member’s ) sole name any shares stands shall, for the

purposes of this Article be deemed joint holders.

CONVERSION OF SHARES INTO STOCK

86 The Board may, with the sanction of a general meeting, convert any paid up share

into stock and when any shares shall have been converted into stock the several

holders of such stock may thenceforth, transfer their respective interests therein

or any part of such interest in the same manner as and subject to the same

regulations, under which fully paid up shares in the capital of the Company may

be transferred or as near thereto as circumstance will admit, but the Board may

from time to time, if it thinks fit, fix the minimum amount of stock transferable

and direct that fractions of a rupee shall not be dealt with, power nevertheless at

their discretion to waive such rules in any particular case.

Shares may be converted into

stock

87 The stock shall confer on the holders thereof respectively the same rights,

privileges and advantages as regards participation in the profits and voting at

meetings of the Company and for other purposes, as would have been conferred

by shares of equal amount in the capital of the Company of the same class as the

shares from which such stock was converted, but so that none of such privileges

or advantages except participation in the profits of the Company or in the assets

of the Company on a winding up, shall be conferred by any such equivalent part

of consolidated stock as would not, if existing in shares have conferred such

privileges or advantages. No such conversion shall affect or prejudice any

preference or other special privileges attached to the shares so converted. Save

as aforesaid all the provisions herein contained shall, so far as circumstances will

admit, apply to stock as well as to shares. The Company may at any time re-

convert any such stock into fully paid up shares of any denomination.

MEETING OF MEMBERS

Rights of Stock holders

88 (a) Subject to Section 166 of the Act, the Company shall in each year hold in

addition to any other meetings a General Meeting as its Annual General

Meeting and shall specify the meeting as such in the notices calling it;

and not more than fifteen months shall lapse between the date of one

Annual General Meeting of the Company and that of the next, subject

however to the right of the Application under the Act to extend the time

within which any Annual General Meeting may be held.

(b) Every Annual General Meeting shall be called for at a time during

business hours, on a day that is not a public holiday and shall be held

either at the Registered Office of the Company or at some other place

within the city or town or village in which the Registered Office of the

Company is situated.

89 The Company shall in accordance with Section 159 of the Act, within sixty days

from the day on which the Annual General Meeting is held; prepare and file with

the Registrar a return in the form set out in Part II of Schedule V to the Act or as

near as thereto as the circumstances shall admit and containing the particulars

specified in Part I of the said Schedule V

90 The General Meeting referred to in Article 88 shall be called and styled as an

Annual General Meeting and all meetings other than the Annual General Meeting

shall be called Extraordinary General Meetings.

Distinction between Annual

General Meeting and

Extraordinary General Meeting

91 The Board may, whenever it thinks fit, call an Extraordinary General Meeting of

the Company and it shall, on the requisition of the holders of not less than one-

tenth of the issued capital of the Company upon which all calls or other sums then

due have been paid, forthwith proceed to convene an Extraordinary General

Meeting of the Company, and in the case of such requisition the provisions of

section 169 of the Act shall apply. No shareholder or shareholders shall call a

Meeting of the Company except by or upon a requisition as herein provided.

Calling of Extraordinary

General Meeting

- 317 -

92 (1) A General Meeting of the Company may be called by giving not less than

twenty –one days’ notice in writing.

(2) A general meeting may be called after giving shorter notice than that

specified in sub-clause (1) here if consent is accorded thereof.

(i) In the case of an Annual General Meeting, the members entitled to

vote thereat, and

(ii) In the case of any other Meeting by members of the Company

holding not less than ninety – five percent of such part of the paid

up share capital of the Company as gives a right to vote at that

meeting.

Provided that where any members of the Company are entitled to vote on some

resolution or resolutions to be moved at the Meeting and not on the others,

those members shall be taken into account for the purpose of this sub-clause in

respect of the former resolution or resolutions and not in respect of the latter.

Length of notice for calling

meeting

93 (1) Every notice of the Meeting of Company shall specify the place and the

day and hour of the Meeting, and shall contain a statement of the

business to be transacted thereat.

(2) Notice of every Meeting of the Company shall be given:

(i) to every member of the Company, in any manner authorised by sub-sections

(1) to (4) of Section 53 of the Act;

(ii) to the persons entitled to a share in consequence of the death or insolvency of

a member by sending it through the post in prepaid letter addressed to them by

name, or by the title of representatives of the deceased, or assignees of the

insolvent, or by any like description, at the address, if any, in India supplied for

the purpose by the persons claiming to be so entitled or, until such an address has

been so supplied, by giving the notice in any manner in which it might have been

given if the death or insolvency had not occurred; and

(iii) to the Auditor for the time being of the Company, in any manner authorized

by Section 53 of the Act in the case of any member or members of the Company.

PROVIDED that where the notice of a Meeting is given by advertising the same in

a newspaper circulating in the neighbourhood of the Registered Office of the

Company under sub-section (3) of Section 53 of the Act, the statement of material

facts referred to in Section 173 of the Act need not be annexed to the notice as

required by that section, but it shall be mentioned in the advertisement that the

statement has been forwarded to the members of the Company.

(3) The accidental omission to give notice to or non-receipt of notice by any

member or other person to whom it should be given shall not invalidate the

proceedings at the Meeting.

(4) Every notice convening a Meeting of the Company shall state therein that a

member entitled to attend and vote at the Meeting is entitled to appoint a proxy

to attend and vote instead of himself and that a proxy need not be a member of

the Company.

Contents & manner of service

of notice and persons on whom

it is to be served

94 All business to be transacted at an Annual General Meeting with the exception of

business relation to (i) the consideration of the accounts, balance sheet and the

reports of the Board of Directors and auditors, (ii) the declaration of the dividend,

(iii) the appointment of Directors in place of those retiring and (iv) the

appointment of and the fixing of the remuneration of auditors, and all business to

be transacted at any other meetings of the Company shall be deemed “Special”.

Special Business

95 Where any items of business to be transacted at any meeting of the Company are

deemed to be special as aforesaid, there shall be annexed to the notice of the

meeting an explanatory statement setting out all material facts concerning each

item of business including in particular the nature and extent of the interest, if

any, therein, of every Director, the Manager, if and specifying where any item of

business consists of the according of approval to any document by the meeting,

the time and place, where the document can be inspected.

PROVIDED that where any such item of special business at the meeting of the

Company relates to or affects any other company, the extent of shareholding

interest of every Director, the managing director and the manager, if any, is not

Explanatory statement to be

annexed to notice

- 318 -

less than such percentage as may be prescribed in the Act of the paid up share

capital of that other company shall also be set out in the statement.

96 No general meeting, annual or extraordinary, shall be competent to enter, discuss

or transact any business which has not been specifically any business in the

notices upon which it is convened.

Meeting not competent to

discuss or transact any

business not mentioned in

notice

97 Five members entitled to vote and present in person shall be a quorum for a

general meeting. When more than one of the joint holders of a share is present,

not more than one of them shall be counted for determining the quorum. Several

executors or administrators of a deceased person in whose sole name a share

stands shall, for the purpose of this article, be deemed joint holders thereof. A

body corporate being a member shall be deemed to be personally present if it is

represented in accordance with Section 187 of the Act. The President of India or

the Governor of a State being a member of the Company shall be deemed to be

personally present if he is represented in accordance with Section 187A of the

Act.

Quorum

98 No business shall be transacted at any general meeting unless the requisite

quorum shall be present at the commencement of the business.

Presence of Quorum

99 If within half an hour from the time appointed for holding the meeting a quorum

is not present the meeting, if called upon the requisition of members shall stand

dissolved, but in any other case, it shall stand adjourned to the same day in the

next week at the same time and place or if that day is public holiday until the next

succeeding day in the next week which is not a public holiday, or to such other

day, time and place as the Board may determine.

If Quorum not present,

meeting to be dissolved and

when to be adjourned

100 If at the adjourned meeting, a quorum is not present within half an hour from the

time appointed for holding the meeting, the members present shall be a quorum

and may transact the business for which the meeting was called.

101 Where a resolution is passed at an adjourned meeting the resolution shall for all

purposes be treated as having been passed on the date on which it was in fact

passed and shall not be deemed to have been passed on any earlier date.

Resolution passed at

adjourned meeting

102 (a) The Chairman of the General Meeting may adjourn the same

from time to time and from place to place, but no business

shall be transacted at any adjourned meeting other than the

business left unfinished at the meeting from which the

adjournment took place.

(b) When a meeting is adjourned for thirty days or more, notice of

the adjourned meeting shall be given as in the case of an

original meeting

(c) Save as aforesaid, it shall not be necessary to give any notice of

an adjournment of or of the business to be transacted at any

adjourned meeting.

Power to adjourn General

Meeting

Notice of adjourned meeting

103 The Chairman of the Board shall, if willing presides as Chairman at every general

meeting, annual or extraordinary. If there be no such chairman or if at any meeting he

shall not be present within fifteen minutes after the time appointed for holding such

meeting or being present declines to take the chair, the Directors present may choose

one of their members to be Chairman and in default of their doing so the members

present shall choose one of the Directors to be Chairman and if no Director present is

willing to take the chair shall, on a show of hands elect one of their numbers to be

Chairman of the meeting ; if a poll is demanded on the election of the Chairman it shall

be taken forth with in accordance with the provisions of the Act and these Articles, and

the Chairman elected on a show of hands shall exercise all the powers of the Chairman

under the said provisions. If some other person is elected Chairman as a result of the

Poll, he shall be the Chairman for the rest of the meeting.

Chairman of General

Meeting

104 No business shall be discussed at any general meeting except the election of the

Chairman while the Chair is vacant.

Business confined to

election of Chairman

while chair vacant

105 No resolution submitted to a meeting, unless proposed by the Chairman of the meeting

shall be discussed or put to vote until the same has been proposed by a member present

Resolution must be

proposed and

- 319 -

and entitled to vote at such meeting and seconded by another member present and

entitled to vote at such meeting.

seconded

106 At any general meeting, a resolution put to the vote of the meeting shall, be decided on

a show of hands unless the poll is demanded as provided in these Articles.

How question to be

decided at meetings

107 A declaration by the Chairman that on a show of hands, a resolution has or has not

carried either unanimously or by a particular majority, and an entry to that effect in the

books containing the minutes of the proceedings of the Company shall be exclusive of

the fact, without proof of the number or proportion of the votes cast in favour of or

against such resolution.

Declaration of

Chairman to be

conclusive

108 (1) Before or on the declaration of the result of the voting on any resolution on a show

of hands poll may be ordered to be taken by the chairman of the meeting of his own

motion, and shall be ordered to be taken by him on a demand made in that behalf by the

present or persons specified below that is to day:

Demand for poll

(a) Which confer a power to vote on the resolution not being less than one-tenth of the

total voting power in respect of the resolution, or

(b) by any member or members present in person or by proxy and holding shares in the

Company on which an aggregate such of not less than fifty thousand rupees has been

paid-up.

(2) the demand for a poll may be withdrawn at any time by the person or persons who

made the demand.

109 Any poll duly demanded on the question of adjournment shall be taken forthwith. A poll

demanded on any other question shall be taken at such time not exceeding 48 hours

from the time when the demand was made, as the Chairman of the meeting direct.

Time of taking poll

110 Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers

to scrutinize the votes given on the poll and to report thereon to him. The Chairman

shall have power, at any time before the result of the poll is declared to remove a

scrutineer from office and to fill vacancies in the office of the scrutineer arising from

such removal or from any other cause. Of the two scrutineers so to be appointed, one

shall always be a member (not being an officer or employee of the Company) present at

the meeting provided such a member is available and is willing to be appointed.

Scrutineers at Poll

111 The demand for a poll except on the question of the election of Chairman or of an

adjournment shall not prevent the continuance of a meeting for the transaction of any

business other than the question on which a poll has been demanded.

Business may

proceed not-

withstanding

demand for poll

112 In the case of equality of votes, the Chairman shall both on a show of hands and on a

poll have a second or casting vote in addition to the vote or votes to which he may be

entitled as a member.

Chairman’s casting

vote

113 (a) Subject to the provisions of the Act, the Chairman of the meeting shall have power

to regulate the manner in which a poll shall be taken.

Manner of taking

poll and result

thereof

(b) The result of the poll shall be deemed to be the decision of the meeting on the

resolution on which the poll was taken.

VOTE OF MEMBERS

114 Subject to the provisions of the Act and these Articles votes may be given either

personally or by an attorney or by a representative duly authorised under Section 187 of

the Act and Article.

Votes may be given

by proxy or attorney

115 Subject to the provisions of the Act or these Articles every member not disqualified by

Article 118 shall be entitled to be present in person holding any equity share capital

therein shall have one vote and upon a poll the voting right of every such member

present in person or by proxy shall be in proportion to his share of paid-up equity share

capital of the Company.

Provided, however, if any preference shareholder be present at any meeting of the

Company save as provided in Clause(b) of sub-section (2) Section 87 of the Act, he shall

have right to vote only on resolution placed before the meeting which directly affect the

rights attached to his preference shares.

Vote of members

116 On a poll being taken at a meeting of the company, a member entitled to more than one

vote, or his proxy or other person entitled to vote for him as the case may be need not, if

he votes, use all his votes or cast in the same way all the votes he uses.

Right of members to

use his votes

differently

- 320 -

117 A body corporate whether a company within meaning of the Act or not, if it is a member

or creditor of the Company including being a holder of debentures, may authorise such

person by a resolution of its Board of Directors, as it thinks fit, to act as its representative

at any meeting of members or creditors of the Company.

Representation of

Body Corporate

118 No member shall exercise any voting right in respect of any share registered in his name

on which any calls or other sums presently payable by him have not been paid or in

regard to which the Company has and /or has exercised its right of lien.

Restriction on

exercise of voting

right by members

who have not paid

calls

119 Any member not personally present shall be entitled to vote on a show of hands, unless

such member is a body corporate present by a representative duly authorised under

Section 187 of the Act in which case such representative may vote on a show of hands as

if he were a member of the Company. A proxy who is present at meeting shall not be

entitled to address the meeting.

No voting by proxy

on show of hands

120 If any member be of unsound mind, or in respect of whom an order has been made by

any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a

poll, by its committee or other legal guardian provided that such evidence of the

authority of the person claiming to vote as shall be acceptable by the Board shall have

been deposited at the office of the Company not less than forty – eight hours before the

time of holding the meeting. If any member be a minor the vote in respect of his shares

shall be done by his guardians or any one of his guardians, if more than one is to be

selected in case of dispute by the Chairman of the meeting.

How member non-

compos mentis and

minors may vote

121 The instrument appointing a proxy shall be in writing and signed by the appointer or his

attorney duly authorised in writing or if the appointer is a body corporate be under its

seal or be signed by an officer or attorney duly authorised by it.

Instrument of proxy

122 The instrument appointing a proxy and the power of attorney or other authority (if any)

under which it is signed or a notary certified copy of that power of attorney shall be

deposited at the registered office of the company not less than forty- eight hours before

the time for holding the meeting or adjourned meeting at which the person named in

the instrument proposes to vote, and in default the instrument of proxy shall not be

treated as valid. A proxy properly lodged before a meeting will be valid for an

adjournment of the meeting.

Instrument of proxy

to be deposited at

office

123 A vote given in accordance with the terms of an instrument of proxy shall be valid

notwithstanding the previous death or insanity of the principal or the revocation of the

proxy or of the authority under which such proxy was executed or the transfer of the

share in respect of which the vote is given, provided that no intimation in writing of the

death, insanity, revocation or transfer shall have been received by the Company at its

office before the commencement of the meeting or adjourned meeting at which the

proxy is used.

When vote by proxy

valid though

authority revoked

124 Every instrument of proxy whether for specified meeting or otherwise shall, as nearly as

circumstances will admit be in any of the forms set out in Schedule IV of the Act.

Form of proxy

125 No objection shall be raised to the qualification of any voter except at the meeting or

adjourned meeting at which such vote shall be tendered and every vote whether given

personally or by proxy, and not disallowed at such meeting or poll shall be deemed valid

for all purposes of such meeting or poll whatsoever.

Time for objection of

votes

126 The Chairman of any meeting shall be sole judge of the validity of every vote tendered at

such meeting. The Chairman present at the time of taking of a poll shall be the sole

judge of the validity of every vote tendered at such poll.

Chairman of any

meeting to be the

judge of validity of

any vote

127

DIRECTORS

The business of the Company shall be managed by the Board of Directors.

Board of Directors

128 Until otherwise determined by a general meeting of the Company and subject to the

provisions of Section 252 of the Act, the number of directors shall not be less than three

and not more than twelve.

Number of Directors

129 The directors of the Company may by passing suitable resolution be remunerated for

their services rendered to the Company subject to the provisions of the Act. The

remuneration, in so far as it consists of a monthly payment, be deemed to accrue from

- 321 -

day to day.

130 The Company shall not increase the number of its Directors beyond the maximum fixed

by these Articles without the approval of the Central Government

Increase in number

of Directors to

require Government

sanction

131

EX-OFFICIO DIRECTORS

The Company in general meeting may, when appointing a person as Director declare

that his continued presence on the Board of Directors is of advantage to the Company

and that, his office as Director shall not be liable to be determined by retirement or

rotation for such period or until the happening of such an event or contingency as the

Board may specify and thereupon such Director shall not be liable for retirement by

rotation, but shall hold office for the period or until the happening of an event or

contingency as set out in the said Resolution. Such Director shall hereafter be referred

to as “Ex-Officio Director”.

ALTERNATE DIRECTOR

132 The Director may appoint an Alternate Director to act for a Director (hereinafter in this

Article called “the original Director”) during his absence for a period of not less than

three months from the State in which meetings of the Board are ordinarily held. An

Alternate Director shall not be bound to hold any qualification shares.

Every such Alternate Director shall subject to his giving to the Company an address in

India at which notice may be served on him, be entitled to notice of meeting of Directors

and to attend and vote as a Director and be counted for the purpose of a quorum and

generally at such meetings to have and exercise all the powers and duties and

authorities of the Original Director.

An Alternate Director so appointed shall vacate office if and when the Original Director

returns to the State in which meetings of the Board are ordinarily held. If the term of

office of the Original Directors is determined before he so returns to the State aforesaid

any provisions for the automatic reappointment of a retiring Directors in default of

another appointment shall apply to the original and not to the Alternate Director.

133 Subject to the provisions of Sections 260, 263, 264 and 284(6) of the Act and subject to

these Articles, the Directors shall have power at any time and from time to time to

appoint any other person as a Director either to fill a casual vacancy or as an additional

to the Board but so that the total number of Directors shall not at any time exceed the

maximum number fixed. Any additional director so appointed shall retain his office up

to the next general meeting.

Power of Directors

to appoint

additional Directors

and to fill casual

vacancies

134 If and so long as the Company is indebted to any financial institutions, bank, corporation

or any other statutory body, or if the Company has entered into any obligation with any

such institution, bank, corporation or body in relation to any financial assistance by way

of loan advanced to the company or guarantee given of any loan borrowed or liability

incurred by the company or so long as any such institution, bank, corporation or body

remains a member of the Company, the Board may agree that such institution, bank,

corporation or body shall, subject to the provisions of Section 255 of the Act and to the

extent agreed by the Board, jointly or severally be entitled, from time to time, to appoint

one or more persons to be a Director or Directors and appoint any other person or

persons to be a Director or Directors in his place or their places and to fill any vacancy,

otherwise occurring in the office of such Directors. The Directors so appointed shall not,

subject to the provisions of Section 255 of the Act and to the extent agreed by the

Board, be liable to retirement by rotation. Such Director shall be entitled to attend the

General Meetings of the Company.

Nominee

Directors

135 If it is provided by the Trust Deed security or otherwise in connection with any issue of

debentures of the Company, that any person or persons shall have power to nominate a

Director of the Company, then in the case of any and every such issue of debentures, the

person or persons having such power may exercise such power from time to time and

appoint a Director accordingly. Any Director so appointed is herein referred to as

Debenture Director. A Debenture Director may be removed from office at any time by

the person in whom for the time being is vested the power under which he was

Debenture Directors

- 322 -

appointed and another Director may be appointed in his place.

136 A Director need not hold any qualification shares. Qualification of

Directors

137 (1) Subject to the Ceiling limited laid down in Section 198 and Section 309 and

Schedule XIIIof the Act, a Managing Director or Directors, who is in the whole-

time employment of the Company may be paid remuneration either by way of

a monthly payment or at a specified percentage of the net profits of the

Company or partly by one way and partly by the other.

(2) Subject to the provisions of the Act, a Director, who is neither in the whole

time employment nor a Managing Director may be paid remuneration:

(i) by way of monthly, quarterly or annual payment with the

approval of the Central Government :or

(ii) by way of commission if the company by a special resolution

authorises such payments.

(3) The fee payable to a Director (including a Managing or whole-time Director, if

any) for attending a meeting of the Board or Committee thereof shall not

exceed such sum as may be prescribed under Section 310 of the Act.

(4) If any Director be called up on to perform extra services or special exertions or

efforts (which expression shall include work done by a Director as member of

any Committee formed by the Directors), the Board may arrange with such

Directors for such special remuneration for such extra services or special

exertions or either by a fixed sum or otherwise as may be determined by the

Board and such remuneration may be either in addition to or in substitution for

his remuneration above provided.

(5) Any provision relating to the remuneration of any Director including a

Managing or Joint Managing or whole – time Director or any amendment

thereof, whether that provision is contained in the Company’s Memorandum

or Articles, or in an Agreement entered into by it, or any resolution, passed by

the Company in General meeting or by the Board of Directors, shall not have

any effect.

(a) in case where Schedule XIII to the Act is applicable,

unless such increase is in accordance with the conditions

specified in that Schedule; and

(b) in any other case, unless it is approved by the Central

Government and the amendment shall become void if

and in so far as, it is disapproved by the Central

Government.

Remuneration of

Directors

Remuneration for

extra services

Increase in

remuneration of

Directors to require

Government

sanction.

138 The Board may allow and pay to any Director who is not a bonafide resident of the place

where the meetings of the Board or Committee thereof are ordinarily held and who shall

come to such place for the purpose of attending any meeting, such sum as the Board

may consider fair compensation or for traveling, boarding, lodging and other expenses,

in addition to his fee for attending such meeting as above specified, and if any Director

be called upon to go or reside out of the ordinary place of his residence of the

Company’s business, he shall be entitled to be repaid and reimbursed any traveling or

other expenses incurred in connection with business of the Company.

Travelling expenses

incurred by a

Director not a

bonafide resident or

by Director going

out on Company’s

business

139 The Board on behalf of the Company may subject to the provisions of Schedule XIII of

the Act pay a gratuity or pension on retirement to any Director who has held any office

or place of profit, salaried or otherwise, with the Company or to his widow or

dependents and may make contributions to any fund such as provident fund and pay

premiums for the purchase or provisions of any such gratuity pension or allowance.

Payment of pension

etc. to Director who

held salaried office

etc. with the

Company.

140 The continuing Directors may act notwithstanding any vacancy in the Board, but if and

so long as the number is reduced below the quorum fixed by the Act or by these Articles

for a meeting of the Board, the continuing Director or Directors may act for the purpose

of increasing the number of Directors to that fixed for the quorum or for summoning a

general meeting of the Company but for no other purpose.

Directors may act

notwithstanding

vacancy

141 (1) Every Director of the company who is in any way, whether directly or indirectly

concerned or interested in any contract or arrangement, or proposed contract

or arrangement, entered into or to be entered into, by or on behalf of the

Company shall disclose the nature of his concern or interest at a meeting of the

- 323 -

Board of Directors.

(2) (a) In the case of a proposed contract or arrangement the disclosure required

to be made by a Director under Clause (1) shall be made at the Meeting of the

Board at which the question of entering into the contract or arrangement is

first taken into consideration or if a Director was not at the date of Meeting,

concerned or interested in the proposed contract or arrangement, at the first

Meeting of the Board held after he becomes so concerned or interested.

(b) In the case of any other contract or arrangement, the required disclosure shall be

made at the first meeting of the Board held after the Director becomes concerned or

interested in the contract or arrangement.

(3) (a) For the purpose of Clauses (1) and (2) hereof, a General Notice given to the Board

by a Director to the effect that he is a Director or a Member of a specified body

corporate or is a Member of a specified firm and is to be regarded as concerned or

interested in any contract or arrangement which may, after the date of the notice be

entered into with that body corporate or firm, shall be deemed to be a sufficient

disclosure of concern or interest in relation to any contract or arrangement so made.

(b) Any such General Notice shall expire at the end of the Financial year in which it is

given but may be renewed for a further period of one Financial year at a time, by a fresh

notice in the last month of the Financial year in which it would otherwise have expired.

(c) No such General Notice and no renewal thereof shall be effective unless either it is

given at a Meeting of the Board or the Director concerned take reasonable steps to

secure that it is brought up and read at the first meeting of the Board after it is given.

(d) Nothing in this Article shall apply to any contract or arrangement entered into or to

be entered into between two companies when any of the Directors of the Company or

two of them together hold or holds not more than two percent of the paid up share

capital in the other company.

Disclosure of

Interest of Directors

142 No Director of the Company shall, as Director, take part in the discussion of or vote on

any contract or arrangement entered into or to be entered into by or on behalf of the

Company if he is in any way whether directly or indirectly, concerned or interested in the

contract or arrangement, nor shall his presence count for the purpose of forming a

quorum at the time of any such discussion or vote and if he does vote his vote shall be

void, provided however, that a Director may vote on any contract of indemnity against

any loss which the Director or any one or more of them may suffer by reason of

becoming sureties or surety for the Company.

Interested Director

not to participate or

vote on Board’s

proceedings

143 A Director of the Company or his relative, a firm in which such a Director or relative is

partner, any other partner in such firm or private company of which the Director is a

Member or Director shall not enter into any contract with the Company, except to the

extent and subject to the provisions of Section 297 of the Act.

RETIREMENT AND ROTATION OF DIRECTORS

Board’s sanction to

be required for

certain contracts in

which particular

Director is interested

144 (1) Not less than two-thirds of the total number of directors shall be the persons

whose period of office is liable to determination by retirement of directors by

rotation.

(2) At every annual general meeting, one-third of such of the Directors for the time

being as are liable to retire by rotation, or if their number is not three or a

multiple of three, then the number nearest to one-third shall retire from office.

(3) The Directors to retire by rotation at every annual general meeting shall be

those who have been longest in office since their last appointment but as

between persons who become Directors on the same day, those who are to

retire shall, in default of and subject to any agreement among themselves, be

determined by lot.

(4) At the Annual General Meeting at which a Director retires as aforesaid the

Company may fill up the vacancy by appointing the retiring Director who shall

be eligible for reappointment or some other person thereto.

(5) If the place of the retiring Director is not filled up and the meeting has not

expressly resolved not to fill the vacancy, the meeting shall stand adjourned till

the same day in the next week at the same time and place or if that is a public

holiday, till the next succeeding day which is not a public holiday at the same

Retirement of

Directors by rotation

- 324 -

time and place. If at the adjourned meeting also, the place of the retiring

Director shall be deemed to have been reappointed at the adjourned meeting

unless:

(i) at the meeting or at the previous meeting a resolution for the reappointment of such

Director has been put to vote and lost;

(ii) the retiring Director has by a notice in writing addressed to the Company or its Board

of Directors, expressed his unwillingness to be so re-appointed;

(iii) he is not qualified or is disqualified for appointment;

(iv) a resolution, whether special or ordinary, is required for his appointment in virtue of

any of the provisions of the Act; or

(v) the proviso to sub-section (2) of Section 263 of the Act is applicable to the case.

145 (1) No motion at any general meeting of the Company shall be made for the

appointment of two or more persons as Directors of the Company by a single

resolution unless a resolution that it shall be so made has been first agreed to

by the meeting without any vote being given against it.

(2) A resolution moved in contravention of clause (1) shall be void whether or not

objection was taken at the time of its being so moved; provided that where a

resolution so moved is passed, no provision for the automatic reappointment

shall apply.

(3) For the purpose of this clause a motion for approving a person’s appointment

or for nominating a person for appointment shall be treated as motion for his

appointment.

Appointment of

Directors to be

voted individually

146 (1) A person who is not a retiring Director shall, subject to the provisions of the

Act, be eligible for appointment to the office of Director at any general meeting

if he or some member intending to propose him has not less than fourteen

days before the meeting, left at the office of the Company a notice in writing

under his hand signifying his candidature for the office of Director or the

intention of such member to propose him as a candidate for that office as the

case may be along with a deposit of live hundred rupees which shall be

refunded to such person or, as the case may be, to such member, if the person

succeeds in getting elected as a Director.

(2) The Company shall inform its members of the candidature of person for the

office of Director or the intention of member to propose such person as a

candidate for that office, by serving individual notice on the members not less

than seven days before the meeting.

Provided that it shall not be necessary for the Company to serve individual notices

upon the members as aforesaid if the Company advertises such candidature or intention

not less than seven days before the meeting in at least two newspapers circulating in the

place where the Registered Office of the Company is located, of which one is published

in English language and the other in the Malayalam language.

(3) Every person proposed as a candidate for the office of Director shall sign and

file with the Company his consent to act as a Director if appointed and every

person other than a Director re-appointed after retirement by rotation shall

not act as a Director of the Company unless he has within 30 days of his

appointment, signed and filed with Registrar his consent in writing to act as

such Director.

Consent of

candidates for

Directorship to be

filed with the

Registrar

147 A Director may at any time give notice in writing of his intention to resign by addressing

it to the Board of Directors of the Company and delivering such notice to the Secretary

or leaving the same at the Registered Office of the Company; and thereupon his office

shall be vacated.

Resignation of

Director

148 Subject to Section 258 of the Act, the Company at the General Meeting at which a

Director retires in the manner aforesaid may fill up the vacated office by electing a

person thereto.

Company to appoint

successors

149 The Company shall keep at its Registered Office a register of Directors, Managing

Directors, Managers and Secretary containing the particulars as required by Section 303

of the Act, and shall send to the Registrar a return in the prescribed form containing the

particulars specified in the said register and shall notify to the Registrar any change

among its Directors, Managing Directors, Manager and Secretary or any of the

particulars contained in the register as required by section 303 of the Act.

- 325 -

REMOVAL OF DIRECTORS

150 (1) The Company may, by ordinary resolution remove a Director not being a

Nominee Director appointed under Article 134, or a Debenture Director

appointed under Article 135 and not being a Director appointed by the Central

Government in pursuance of Section 408 of the Act before the expiry of his

period of office.

(2) Special notice shall be required of any resolution to remove a Director under

this article or to appoint some other person in place of a Director so removed

at the meeting at which he is removed.

(3) On receipt of notice of a resolution to remove a Director under this article, the

Company shall forthwith send a copy thereof to the Director concerned and

the Director shall be entitled to be heard on the resolution at the meeting.

(4) Where notice is given of a resolution to remove a Director under this Article

and the Director concerned makes with respect thereto representation in

writing to the Company (not exceeding a reasonable length) and requests their

notification to members of the Company and shall unless the representations

are received by it too late for it to do so:

(a) in any notice of the resolution given to the members of the Company, State

the fact of the representation having been made, and

(b) send a copy of the representation to every member of the Company to whom

notice of the meeting is sent (whether before or after receipt of the

representation by the Company) and if a copy of the representation is not sent

as aforesaid because it was received too late or because of the Company’s

default, the Director may (without prejudice to his right to be heard orally)

require that the representation shall be read out at the meeting provided that

copies of the representation need not be read out at the meeting if, on the

application either of the Company or of any other person who claims to be

aggrieved the Company Law Board is satisfied that the rights conferred by this

sub-clause are being abused to secure needless publicity for defamatory

matter.

(5) A vacancy created by the removal of a Director under this Article may if he had

been appointed by the Company in general meeting or by the Board under

Article 133 hereof, be filled by the appointment of another Director in his

stead by the meeting at which he is removed, provided special notice of the

intended appointment has been given. A Director so appointed shall hold

office until the date up to which his predecessor would have held office if he

had not been removed as aforesaid.

(6) If the vacancy is not filled up under clause (5) hereof it may be filled as a casual

vacancy in accordance with the provisions, so far as they may be applicable of

Article 133 hereof and all the provisions of that Article, shall apply accordingly.

Provided that the Director who is removed from office under this article shall

not be reappointed as a Director by the Board of Directors.

(7) Nothing in this Articles shall be taken:

(a) as depriving a person removed there under of any compensation or damages

payable to him in respect of any appointment terminating with that as Director, or

(b) as derogating from any power to remove a Director which may exist apart from

this Article.

PROCEEDINGS OF DIRECTORS

Removal of

Directors

151 (a) The Board of Directors may meet together for the discussion of business,

adjourn and otherwise regulate its meetings and proceedings as it may think

fit.

(b) A Meeting of the Board of Directors shall be held at least once in every three

months and at least four such meetings shall be held in every year.

(c) The Chairman, if any, of the Board of Directors may at any time and the

Managing Director if any, or the Secretary on the requisition of a Director, shall

summon a meeting of the Board.

(d) Notice of every meeting of the Board of Directors of the Company shall be

Proceedings of

Directors

- 326 -

given in writing to every Director for the time being in India, and at his usual

address in India to every other Director.

152 (a) Subject to Section 287 of the Act the quorum for a meeting of the Board shall

be one-third of the total strength of the Board (any fraction contained in the

one-third being rounded off as one) or two Directors whichever is higher;

provided that where at any meeting the number of interested Directors

exceeds or is equal to two-thirds of the total strength, the number of the

Directors who are not interested and are present at the meeting , being not

less than two shall be the quorum during such time.

(b) For the purpose of clause (a):

(i) “Total strength” means the total strength of the Board of Directors of the

Company as determined in pursuance of the Act, after deducting

therefrom the number of Directors if any, whose places may be vacant at

the time, and

(ii) “ Interested Directors” means any Director whose presence cannot by

reason of Article 142 hereof or any other provisions in the Act, count for

the purpose of forming a quorum at a meeting of the Board, at the time of

discussion or vote on any matter.

Quorum

153 If a Meeting of the Board could not be held for want of quorum, then the Meeting shall

automatically stand adjourned till the same day in the next week, at the same time and

place, or if that day is a Public Holiday, till the next succeeding day which is not a Public

Holiday, at the same time and place.

Procedure in case of

want to quorum

154 Questions arising at any meeting of the Board shall be decided by a majority of votes,

and in case of an equality of votes the Chairman shall have a second or casting vote

Decision of question

155 The Board may elect a Chairman of their meetings, and determine the period for which

he is to hold office, but if no such Chairman is elected or if at any meeting the Chairman

is not present within ten minutes after the time appointed for holding the meeting, the

Directors present may choose one of their number to be the Chairman of the Meeting.

Board may appoint

Chairman

156 A meeting of the Board at which a quorum is present shall be competent to exercise all

or any of the authorities, powers and discretions which by or under the Act or the

Articles are for the time being vested in or exercisable by the Board generally.

Power of Board

meetings

157 Subject to the restrictions contained in Section 292 of the Act, the Board may delegate

any of its powers to a committee of the Board consisting of such member or members if

its body or any other person as it thinks fit and it may from time to time revoke and

discharge any such committee of the Board so formed, and shall in the exercise of the

power so delegated conform to any regulations that may from time to time be imposed

on it by the Board. All acts done by any such Committee of the Board in conformity with

such regulations and in fulfillment of the purpose of their appointment, but not

otherwise, shall have the like force and effect as if done by the Board.

158 The Meeting and proceedings of any such committee of the Board consisting of two or

more persons shall be governed by the provisions herein contained for regulating the

meetings and proceedings of the Board, so far as the same are applicable thereto and

are not superseded by any regulations made by the Board under the last preceding

Article.

Meeting of the

Committee how to

be governed

159 The Directors shall cause minutes to be duly entered in a book or books provided for the

purpose in accordance with the Articles and Section 193 of the Act.

Minutes of

proceedings of the

Board and the

Committees to be

valid

160 Minutes of any Meeting of the Board of Directors or of any Committees of the Board if

purporting to be signed by the Chairman of such meeting or by the Chairman of the next

succeeding meeting shall be for all purpose whatsoever prima facie evidence of the

actual passing of the resolution recorded and the actual and regular transaction or

occurrence of the proceedings so recorded and the regularity of the meeting at which

the same shall appear to have taken place.

Board minutes to be

evidence

161 The Directors shall cause to be kept at the Registered Office of the Company:

(a) (i) a Register of the Directors, Managing Director, Manager and Secretary of the

Company containing the particulars required by Section 303 of the Act:

(ii) a Register of Contracts with companies and firms in which the Directors are

Register of Directors

and Managing

- 327 -

interested, containing the particulars required by Section 301 of the Act, and

(iii) a Register of Directors shareholding containing the particulars required by

Section 307 of the Act, They shall also cause to be kept other Registers and

indexes as required by the Act.

(b) The Company shall comply with the provisions of Section 301, 303 and 307 and

other Sections of the Act with regard to the inspection of Registers and furnishing copies

or extracts so far as the same be applicable to the Company.

Director etc.

162 All acts done by any meeting of the Board or by a Committee of the Board, or by any

person acting as a Director shall notwithstanding that it shall afterwards be discovered

that there was some defect in the appointment of such Directors or committee or

person acting as aforesaid or that they or any of them were or was disqualified or had

vacated office or that the appointment of any of them had been terminated by virtue of

any provisions contained in the Act or in these Articles, be as valid as if every such

person had been duly appointed and was qualified to be a Director and had not vacated

office or his appointment had not been terminated. Provided that nothing in this article

shall be deemed to give validity to acts done by a Director after his appointment has

been shown to the Company to be invalid or to have terminated.

Acts of Board or

Committee valid

notwithstanding

defective

appointment

163 (1) No resolution shall be deemed to have been duly passed by the Board

or by a committee thereof by a circular unless the resolution has

been circulated in draft, together with the necessary papers, if any, to

all the Directors or to all the members of the committee, then in India

(not being less in number than the quorum fixed for a meeting of the

Board or committee as the case may be) and to all other Directors or

members at their usual address in India, and has been approved by

such of the directors as are then in India or by a majority of such of

them as are entitled to vote on the resolution.

(2) A resolution passed by circular without a meeting of the Board or

Committee of the Board shall, subject to the provisions of sub-clause

(1) hereof, be as valid and effectual as a resolution duly passed at a

meeting of the Board of the Committee duly called and held.

Resolution by

Circular

164 (1) Subject to the provisions of the Act and these Articles the Board of Directors of

the Company shall be entitled to exercise all such powers and to do all such

acts and things as the Company is authorised to exercise and do.

Provided that the Board shall not exercise any power or do any act or thing which is

directed or required, whether by the Act, or any other Act or by the Memorandum of

Association of the Company or these Articles or otherwise, to be exercised or done by

the Company in general meeting.

Provided further that in exercising any such power of doing any such act or thing the

Board shall be subject to the provisions contained in this behalf in the Act or in any other

Act or in the Memorandum of Association or in any regulations not inconsistent

therewith and duly made there under including regulations made by the Company in

general meeting.

(2) No regulation made by the Company in General Meeting shall invalidate any prior

act of the Board which would have been valid if that regulation had not been made.

General Powers of

the Board

165 The Board may exercise all such powers of the Company and do all such acts and things

are not by the Act or any other Act or by the Memorandum or by the Articles of the

Company required to be exercised by the Company in general meeting, subject

nevertheless to these Articles, to the provisions of the Act, or any other Act and to such

regulations being not inconsistent with the aforesaid regulations or provisions, as may

be prescribed by the Company in general meeting but no regulation made by the

Company in general meeting shall invalidate any prior act of the Board which would have

been valid if that regulation had not been made. Provided that the Board shall not,

except with the consent of the Company in general meeting:

(a) Sell, lease or otherwise dispose of the whole or substantially the whole of the

undertaking of the Company or where the Company owns more than one undertaking,

of the whole or substantially the whole of any such undertaking.

- 328 -

(b) Invest, otherwise than in trust securities the amount of compensation received by

the Company in respect of the compulsory acquisition of any such undertaking as is

referred to in clause (a) or of any premises or properties used for any such undertakings

and without which it cannot be carried on or can be carried on only with difficulty or

only after a considerable time

(c ) Borrow moneys where the moneys to be borrowed together with the moneys

already borrowed by the Company (apart from the temporary loans obtained from the

Company’s bankers in the ordinary course of business) will exceed the aggregate of the

paid – up capital of the Company and its free reserves that is to say, reserves not set

apart for any specific purpose provided further that the powers specified in Section 292

of the Act, shall subject to these Articles be exercised only at meetings of the Board

unless the same be delegated to the extent therein stated or

(d) Contribute to charitable and other funds not directly relating to the business of the

Company or the welfare of its employees, any amounts the aggregate of which will in

any Financial year, exceed fifty thousand rupees or five per cent of its average net profits

as determined in accordance with the provisions of Sections 349 and 350 of the Act

during the three Financial years immediately proceeding whichever is greater.

(e) Remit, or give time for the repayment of, any debt due by a director except in the

case of renewal or continuance of an advance made by a banking company to its director

in the ordinary course of business

166 Subject to the provisions of Section 292 and 293 of the Act, the Board may, from time to

time, at its discretion and by means of resolution passed at its meetings accept deposits

from members either in advance of calls or otherwise and generally, raise or borrow or

secure the payment of any sum or sums of money for the purposes of the Company.

Powers to Borrow

167 The Board may raise or secure the repayment of such sum or sums in such manner and

upon such terms and conditions in all respects as it thinks fit and in particular by the

issue of bonds, perpetual or redeemable debenture – stock or any mortgage, charge or

other security on the undertaking or the whole or any part of the property of the

Company (both present and future) including its uncalled capital for the time being. The

Board shall exercise such power only by means of resolutions passed at its meetings and

not by circular resolutions.

Condition on which

moneys may be

borrowed

168 Any debentures, debenture – stock, bonds or other securities may be issued at a

discount, premium or otherwise and may be issued on condition that they shall be

convertible into shares of any denomination and with any special privileges as to

redemption, surrender, drawing, allotment of share and attendance (not voting) at

General Meetings of the Company, provided however that no debentures with the right

to conversion into or allotment of shares shall be issued except with the consent of the

Company in General Meeting accorded by a Special Resolution. The Company shall,

before any such issue, make an application to one or more recognized stock exchanges

for permission for the debentures to be dealt with in the stock exchange or each such

stock exchange.

Terms of issue of

debentures

169 If the Directors or any of them or any other persons shall become personally liable for

the payment of any sum primarily due from the Company, the Board may execute or

cause to be executed any mortgage, charge or security over or affecting the whole or

any part of the assets of the Company by way of indemnity against any loss which the

Directors or any one or more of them may suffer by reason of becoming or being

sureties or surety for the Company

Execution of

Indemnity

170 Without prejudice to the general powers conferred by Article 164 and the other powers

conferred by these Articles and Section 291 of the Act, so as not in any way to limit or

restrict those powers, but subject however to the provisions of the Act, it is hereby

expressly declared that the Board shall have the following powers:

Certain powers of

the Board

- 329 -

(1) To pay the costs, charges and expenses preliminary and accidental to

the promotion, establishment and registration of the Company.

(2) Subject to the Section 292 and 297 and other applicable provisions of

the Act, to purchase or otherwise acquire for the Company any

property movable or immovable, rights or privileges which the

Company is authorized to acquire at or for such price or consideration

and generally on such terms and conditions as it may think fit, and in

such purchase or other acquisition to accept such title as the Board

may believe or may be advised to be reasonably satisfactory.

(3) As its discretion and subject to the provisions of the Act, to pay for

any property, rights or privileges, acquired by or for services rendered

to the Company, either wholly of partially in cash or in shares, bonds,

debentures, mortgages or other securities of the Company and any

such shares may be issued either as fully paid up or with such amount

credited as fully paid up thereon as may be agreed upon and any such

bonds debentures mortgages or other securities may either

specifically be charged upon all or any part of the property of the

Company including its uncalled capital.

(4) To secure the fulfillment of any contracts, agreements or

engagements entered into by the Company by mortgage or charge of

all or any of the property of the Company and its uncalled capital for

the time being or in such other manner as it may think fit.

(5) To insure and keep insured against loss s or damage by or otherwise

for such period and to such extent as they may think proper all or any

part of the building machinery goods, stores, produce ad other

movable property of the company either separately or co jointly also

to insure all or any portion of the goods produced machinery and

other articles imported or exported by the Company and to sell assign

surrender or discontinue any policies of assurance effected in

pursuance of this power.

(6) To appoint and at its discretion remove or suspend such mangers,

secretaries, officers, clerks agents and employees from permanent

temporary or special services as it may from time to time think fit,

and to determine their powers and duties and to fix their salaries,

emoluments or remuneration and to require security in such

instances and of such amounts as it may think fit.

(7) To accept from any member, subject to the provisions of the Act

surrender of his share or any part thereof on such terms and

conditions as shall be agreed.

(8) To appoint any person or persons (whether incorporated or not) to

accept and hold in trust for the Company any property belonging to

the Company or in which it is interested or for any other purpose, and

to execute and do all such deeds and things as may be required in

relation to any such trust and to provide for the remuneration of such

trustee or trustees.

(9) To institute conduct defend compound or abandon any legal

proceedings by or against the company or its officers or otherwise

concerning the affairs of the company and also to compound and

allow time for payment or satisfaction or any debts due or any claims

or difference to arbitration and observe the terms of any awards

made therein either according to foreign law and either in India or

abroad and observe and perform or challenge any award made

therein.

(10) To refer any claims or demands by or against the company or any

difference to arbitration and observe and perform the awards.

(11) To act on behalf of the Company in all matters relating to bankrupts

and insolvents.

(12) To make and give receipts, releases and other discharges for money

To pay registration

expenses

To acquire Property

To pay for the

property

To mortgage,

charge, property

To insure

To appoint manager

etc

To accept surrender

of shares

To appoint trustees

To bring and defend

actions

- 330 -

payable to the company and for the claims and demands of the

company.

(13) To open and operate Bank accounts to determine from time to time

who shall be entitled to sign on the company’s behalf bills notes

receipts acceptances endorsements cheques dividend warrants

releases contracts and documents and to give the necessary authority

or such purpose.

(14) Subject to the provisions of the Act and these Articles from time to

time to proceed for the management of the affairs of the company in

or outside India in such manner as it may think fit, and in particular to

appoint any person to be the attorneys or agents of the Company

with such person (including the power to sub-delegates) and upon

such terms as may be thought fit.

(15) Subject to the provisions of the Sections 291, 292, 293, 295, 372A and

other applicable provisions of the Act and these Articles to invest and

deal with the moneys of the Company not immediately required for

the purpose thereof in or upon such security (not being shares in this

Company) or without security and in such manner as it may think fit,

and from time to time to vary or realize such investments,. Save as

provided in Section 49 of the Act all investments shall be made and

held in the company’s own name.

(16) Subject to such sanctions as may be necessary under the Act or the

Articles to give to any director, Officer, or other person employed by

the Company by way of commission on the gross expenditure

thereon or otherwise or a share in the general profits of the

Company, and such interest, commission or share of profits shall be

treated as part of the working expenses of the Company

(17) To execute in the name and on behalf of the company in favour of

any Director or other person who may incur or be about to incur, any

personal liability for the benefit of the Company, such mortgage of

the Company’s property (present and future) as it thinks fit and any

such mortgages may obtain a power of sale and such other powers,

covenants and provisions as shall be agreed upon.

(18) To distribute by way of bonus amongst the staff of the Company a

share or shares in the profits of the Company, and to give to any

Director, officer or other persons employed by the Company a

commission on the profits of any particular business or transaction

and to charge such bonus or commission as part of working expenses

of the Company.

(19) To provide for the welfare of employees or ex-employees of the

Company and the wives and families or the dependents or

connections of such persons by building or contributing to the

building of houses, dwellings or chawls or by grants of money,

pensions , gratuity, annuities, allowances, bonuses or other payments

or by creating and from time to time subscribing or contributing to,

provident fund and other associations, institutions, funds of trusts

and by providing or subscribing or contributing towards places of

instruction or recreation, hospitals and other assistance as the Board

shall think fit.

(20) To subscribe, incur expenditure or other wise to assist or to

guarantee money to charitable, benevolent, religious, scientific,

national or any other institution or subjects which shall have any

moral or other claim to support or aid by the Company, either by

reason of locality or operation or of public and general utility or

otherwise.

(21) Before recommending any dividend, to set aside out of the profits of

the Company such sums as it think proper for depreciation or to a

depreciation fund or to an insurance fund or as a reserve fund or

sinking fund or any special fund to meet contingencies to repay

To refer to

arbitration

To act on insolvency

matters.

To give receipts

To open accounts

etc

To authorize by

power of attorney.

To give Directors

etc. an interest in

business

To provide for

personal liabilities.

To provide for

welfare of

employees.

- 331 -

debentures or for debenture - stock or special dividends or for

equalizing dividends or for repairing, improving extending and

maintaining any of the property of the Company and for such other

purposes (including the purposes referred to in the last two

preceding clauses) as the Board of Directors may in its absolute

discretion think conducive to the interest of the Company, and

subject to Section 292 of Act, to invest the several sums so set aside

or so much thereof as is required to be invested, upon such

investments (other than shares of this Company) as it may think fit

and from time to time to deal with and vary such investments and

dispose of and apply and expend all or any part thereof for the

benefit of the company, in such manner and for such purposes the

Board of Directors, in its absolute discretion think conducive to the

interest of the Company, notwithstanding that the matters to which

the Board of Directors applies or upon which it expends the same or

any part thereof may be matters to or upon which the capital moneys

of the Company might rightly be applied or expended, and to divide

the general reserve fund into such special funds as the Board of

directors may think fit, with full power to transfer the whole or any

portion of a reserve fund or division of a reserve fund to another

reserve fund and with full power to employ the assets constituting all

or any of the above funds including the depreciation fund, in the

business of the Company or in the purchase or repayment of

debentures or debenture – stock and that without being bound to

keep the same separate from the other assets and without being

bound to pay interest on the same, with power however to the Board

of Directors at its discretion to pay or allow to the credit of such funds

interest at such rate as the Board of Directors may think proper.

(22) To pay and charge to the capital account of the Company any

commission or interest lawfully payable there out under the

provisions of Section 76 and 208 of the Act and of the provisions

contained in these presents.

(23) From time to time to make, vary and repeal bye-laws for regulation of

the business of the Company, its officers and servants.

(24) To redeem redeemable preference shares.

(25) Subject to the provisions of the Act and these Articles for or in

relation to any of the matters aforesaid or otherwise for the purpose

of the Company to enter into all such negotiations and contracts and

rescind and vary all such contracts and execute and do all such act,

deeds, and things in the name and on behalf of the Company as it

may consider expedient.

(26) To undertake any branch or kind of business which the Company is

expressly or by implication authorised to undertake at such time or

times as it shall think fit; and to keep through it may been actually

commenced or not, so long as the Board may deem it expedient not

to commence or proceed with such branch or kind of business.

To subscribe to

charitable and other

funds

To create reserve

fund

To negotiate

171

MANAGING DIRECTORS

Subject to the provisions of Sections 267, 268, 269, 309, 310, 311, 316, 317 and Schedule

XIII and other applicable provisions, if any of the Act, the Board of directors may from

time to time appoint one or more of their body to be Managing Director or Managing

Directors or whole – time Directors of the Company for term not exceeding five years at

a time for which he or they is or are to hold such office and may from time to time

remove or dismiss him or them from office and appoint another or others in his or their

place or places.

Board may appoint

Managing Directors

172 Subject to the provisions of the Act and these Articles, a Managing Director shall not

while he continues to hold that office be subject to retirement by rotation and he shall

not be taken into account in determining the Directors liable to retire by rotation or the

number of directors to retire but he shall subject to the terms of any contract between

him and the Company, be subject to the same provisions as to resignation and removal

- 332 -

as the other directors of the Company.

173 The remuneration of a Managing Director shall from time to time be fixed by the Board

and may be by way of salary or commission or participation in profits or by any or all of

these modes or in any other form shall be subject to the limitations prescribed in

Sections 198, 309 and Schedule XIII of the Act

Remuneration of

Managing Directors

174 Subject to the provisions of the Act and to the restrictions contained in these articles the

Board may, from time to time, entrust to and confer upon a Managing Director for the

time being such of the powers exercised by the Board under these Articles as it may

think fit and may confer such powers for such time and to be exercised for such objects

and purposes and upon such terms and conditions and with such restrictions as it thinks

expedient and it may confer such powers either collaterally with or to the exclusion of or

in substitution of all or any of the powers of the Board in that behalf, and may from time

to time revoke, withdrew, alter or vary all or any of such powers.

Directors may confer

power on Managing

Directors

175 Subject to the provisions contained in Sections 318 and 319 of the Act, the Company

shall make payment to a Managing Director by way of compensation for loss of office or

as compensation for retirement from such office or in connection with such loss or

retirement from office, except in cases specified in Section 318 (3) and such payment

shall be subject to the limit specified in Section 318 (4) of the Act.

Compensation for

loss of office

176 The Managing Director or Managing Directors shall not exercise the powers to :

(a) Make calls on shareholders in respect of money unpaid on the shares

of the Company

(b) Issue debentures, and

(c) Except as may be delegated by the Board under Section 292 of the

Act, invest the funds of the Company, or make loans or borrow

moneys.

Managing Director

not to exercise

certain powers

177 The Company shall not appoint or employ or continue the employment of any person as

its Managing Director, whole time Director or Manger who suffers from any of the

infirmities and disabilities listed out in the part I to the Schedule XIII to the Act.

THE SECRETARY

Certain persons not

to be appointed as

Managing Directors

178 The Board may from time to time appoint or remove, at its discretion, any individual

(hereinafter called “the Secretary”) to perform any functions, which by the Act are to be

performed by the Secretary and to execute any other ministerial or administrative duties

which may from time to time be assigned to the Secretary by the Board. The Board may

also at any time appoint some persons (who need not be the Secretary) to keep the

registers required to be kept by the Company. The appointment of Secretary shall

conform to the provisions of Section 383 –A of the Act.

THE SEAL

179 The Board of Directors shall provide a Common Seal for the purpose of the Company,

and shall have power from time to time to destroy the same and substitute a new seal in

lieu thereof, and shall provide for the safe custody of the Seal for the time being and the

Seal shall never be used except by the authority of the Board or Committee of the Board

previously given. Every deed or other instrument to which the Seal of the Company is

required to be affixed shall unless the same is executed by a duly constituted attorney of

the Company, be signed by the persons as prescribed under the Act, provided

nevertheless that certificates or shares or debentures may be sealed and signed in the

manner and in conformity with the provisions of the Companies (Issue of Share

Certificates) Rules 1960.

The seal, its custody

and use

180 The Company may, subject to the provisions of Section 50 of the Act, have for use in any

territory, district or place not situated in the Union of India, an official seal which shall be

a facsimile of the Common Seal of the Company with addition on its face of the name of

the territory, district or place where it is to be used.

Foreign Seal

181 The following provisions shall apply on the Company having a foreign seal under the

preceding article:

(i) The Company shall, by a document under its Common Seal, authorise any

person appointed for the purpose in that territory, district or place, to affix the

official seal to any deed or other document to which the Company is a party in

Provisions

applicable to

Foreign Seal

- 333 -

that territory, district or place.

(ii) The authority of any agent under the preceding clause shall, as

between the Company and any person dealing with the agent,

continue during the period if any mentioned in the document

conferring the authority, or if no period is therein mentioned,

until notice of the revocation or determination of the agent's

authority has been given to the person dealing with him.

(iii) The person affixing any such official seal, certify on the deed or

document to which such seal is affixed.

(iv) A deed or other document to which an official seal is duly affixed

shall bind the Company as If It had been sealed with the Common

Seal of the Company.

MINUTES

182 (1) The Company shall cause minutes of all proceedings of every General Meeting and of

all proceedings of every meeting of its Board of Directors or of every Committee of the

Board to be kept by making within thirty days of the conclusion of every such meeting

concerned, entries thereof in books kept for that purpose with their pages consecutively

numbered.

(2) Each page of every such book shall be initialed or signed and the last page of the

record of proceedings of each meeting in such books shall be dated and signed :

(a) in the case of minutes of proceedings of a meeting of the Board or a Committee

thereof, by the Chairman of the said meeting or the Chairman of the next succeeding

meeting;

(b) in the case of minutes of proceedings of a General Meeting by the Chairman of the

same meeting within the aforesaid period of thirty days or in the event of the death or

inability of that Chairman within the period by a Director duly authorised by the Board

for the purpose.

Minutes

183 Minutes of proceedings of every General Meeting and of the proceedings of every

meetings of the Board kept in accordance with the provisions of Article shall be evidence

of the proceedings recorded therein.

184 Where minutes of the proceedings of any General Meeting of the Company or of any

meeting of the Board or of a Committee of the Board have been kept in accordance with

the provisions of Article 182 above then, until the contrary is proved, the meeting shall

be deemed to have been duly called and held, and all proceedings thereat to have duly

taken place, and in particular all appointments of directors or liquidators made at the

meeting shall be deemed to be valid.

185 (1) The books containing the minutes of the proceedings of any General

Meetings of the Company shall be kept at the Registered Office of the

Company and shall be open to Inspection of any member without

charge between the hours of 2 p.m. and 5 p.m. during business hours

on each working day except Saturday.

(2) Any member of the Company shall be entitled to be furnished, within

seven days after he has made a request in writing in that behalf to the

Company with a copy of any minutes referred to in clause (a) above

on payment of thirty paise for everyone hundred words or fractional

part thereof required to be copied.

(3) In no case the minutes of proceedings of a meeting shall be attached

to any such book as aforesaid by pasting or otherwise.

(4) The minutes of different meetings shall contain a fair and correct

summary of proceedings thereat.

(5) All appointments of officers made at any of the meetings aforesaid

shall be included in the, minutes of the meeting.

(6) In the case of meeting of the Board of Directors or of a Committee of

the Board, the minutes shall also contain :

(a) The names of the Directors present at the meeting,

- 334 -

and

(b) In the case of each resolution passed at the meeting the names of the Directors, if

any, dissenting or not concurring in the resolution.

(7) Nothing contained in sub-clauses (1) to (6) hereof shall be deemed torequire the

inclusion in any such minutes of any matter which, in the opinion of the chairman of the

meeting:

(a) is or could reasonably be regarded as defamatory or

(b) is irrelevant or immaterial to the proceedings or

(c) is detrimental to the interests of the Company.

The Chairman shall exercise an absolute discretion in regard to the inclusion or non-

inclusion of any matters in the minutes on the grounds specified in this clause.

DIVIDENDS

186 The profits of the Company which it shall from time to time determine, subject to the

provisions of Section 205 of the Act, to divide in respect of any year or other period shall,

be applied first in paying the fixed preferential dividend on the capital paid up on the

preference shares if any, and secondly in paying a dividend declared for such year or

other period on the capital paid up on the equity shares.

187 No amount paid or credited as paid on shares in advance at calls shall be treated for the

purpose of Article 186 as paid up on the share.

Amount paid in

advance of calls not

to be treated as paid

up capital

188 All dividends shall be apportioned and paid proportionately to the amounts paid or

credited as paid on the shares during any portion or portions of the period in respect of

which the dividend is paid, but if any share is issued on terms providing that it shall rank

for dividend as from a particular date, such share shall rank for dividend accordingly.

Apportionment of

Dividends

189 The company in general meeting may subject to the provision of Section 205 of the Act

declare a dividend to be paid to the members according to their rights and interests in

the profits and may fix the time for payment.

Declaration of

Dividends

190 No larger dividend shall be declared than is recommended by the Board but the

Company in general meeting may declare a smaller dividend.

Restrictions on

amount of Dividend

191 (1) No dividend shall be 'payable except out of the profits of the Company arrived at as

stated in Section 205 of the Act.

(2) The declaration of the Board as to the amount of the net profits of the Company shall

be conclusive.

Dividend out of

profits only

192 The Board of Directors may from time to time pay to the members such Interim

dividends as in its judgement the position of the Company justifies.

193 The Board may retain any dividends payable on shares on which the Company has a lien

and may apply the same in or towards the satisfaction of the debts, liabilities or

engagements in respect of which the lien exists.

Debts may be

deducted

194 Any general meeting declaring a dividend may make a call on the members of such

amounts as the meeting fixes but so that the call on each member shall not exceed the

dividend payable to him and so that the call may be made payable at the same time as

the dividend and the dividend may if so arranged between the Company and the

member, be set off against the call.

Dividend and call

together

195 (a) Where the Company has declared a dividend but which has not been paid or claimed

the dividend warrant in respect thereof has not been posted within 30days from the

date of declaration to any shareholder entitled to the payment of the dividend, the

Company shall within 7 days from the date of expiry of the said period of 30 days, open a

special account in that behalf in any scheduled bank called "Unpaid Dividend Account"

and transfer to the said account, the total amount of dividend which remains unpaid or

unclaimed in relation to which no dividend warrant has been posted.

(b)Any money transferred to the unpaid dividend account of the Company, which

remains unpaid or unclaimed for a period of seven years from the date of such transfer,

shall be transferred by the Company to the general revenue account of the Central

Government. A claim to any money so transferred to the general revenue account, may

be preferred to the Central Government by the shareholders to whom the money is due.

No unclaimed dividend shall be forfeited by the Board, unless the claim thereof becomes

barred by law.

Unpaid dividend or

dividend warrant

posted

- 335 -

196 A transfer of shares shall not pass the right to any dividend declared thereon before the

registration of the transfer.

Effect of Transfer

197 The Board may retain the dividends payable upon shares in respect of which any person

is under Article 78 entitled to become a member or which any person under that Article

is entitled to transfer until such person shall become a member in respect of such shares

or shall duly transfer the same.

Retention in certain

cases

198 No member shall be entitled to receive payment of any interest or dividend in respect of

his own share or shares whilst any money may be due or owing from him to the

company in respect of such share or shares or otherwise howsoever either alone or

jointly with any other person or persons and the Board may deduct from the interest or

dividend payable to any shareholder all sums of money so due, from him to the

Company.

No member to

receive interest or

dividend whilst

indebted to the

Company and

Company’s right to

reimbursement

there out

199 Any dividend payable in cash may be paid by cheque or warrant sent through the post

directed to the registered address of the shareholder entitled to the payment of the

dividend or in the case of joint shareholders to the registered address of that one whose

name stands first on the Register of Members in respect of the joint shareholding or to

such persons and to such address as the holder or the joint shareholders may in writing

direct and every cheque or warrant so sent shall be made payable to the order of the

person to whom it is sent and the Company shall not be responsible or liable for any

cheque or warrant lost in transit or for any dividend lost to the member or person

entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent

recovery thereof by any other means. The Company may, if it thinks fit, call upon the

shareholders when applying for dividends or bonus to produce their share certificates at

the registered office or other place where the payment of dividend is to be made.

Payment by post

200 The Company shall pay dividend or send the warrant in respect

thereof to the shareholder entitled to the payment of the dividend within thirty days

from the date of the declaration of the dividend unless :

(a) the dividend could not be paid by reason of the operation

of any law, or

(b) a shareholder has given directions to the Company

regarding the payment of dividend and these directions

cannot be complied with, or

(c) there is a dispute regarding the right to receive the

dividend, or

(d) the dividend has been lawfully adjusted by the Company

against any sum due to it from the shareholder, or

(e) for any other reason, the failure to pay the dividend or to

post the warrant within the period aforesaid was not due to

any default on the part of the Company.

Dividend to be paid

within thirty days

201 (a) Any general meeting may. upon the recommendation of the

Board, resolve that any moneys, investments or other assets forming part of the

undistributed profits of the Company standing to the credit of any of the profit and loss

account or any capital redemption reserve fund or in the hands of the Company and

available for dividend or representing premium received on the issue of shares and

standing to the credit of the share premium account be capitalised and distributed

amongst such of the shareholders as would be entitled to receive the same if distributed

by way of dividend and in the same proportions on the footing that they become

entitled thereto as capital and that all or any proportions on the footing that they

become entitled thereto as capital and that all or any part of such capitalised fund shall

not be paid in cash but shall be applied subject to the provisions contained in clause (b)

hereof on behalf of such shareholders in or towards:

(1) paying either at par or at such premium as the resolution may provide any unissued

shares or debenture-stock of the Company which shall be allotted, distributed and

credited as fully paid up to and amongst such members in the proportions aforesaid; or

(2) paying up any amounts for the time being remaining unpaid on any shares or

debenture-stock held by such members respectively; or

(3) paying up partly in the way specified in sub-clause (1) and partly in that specified in

Capitalization of

Reserves

- 336 -

sub-clause (2); and that such distribution or payment shall be accepted by such

shareholders in full satisfaction of their interest in the capitalised sum.

(b) (1) Any moneys, investments or other assets representing premium received on the

issue of shares and standing to the credit of share premium account; and

(2) If the Company has redeemed any redeemable preference shares, all or any

part of any capital redemption fund arising from redemption of such shares;

may by resolution of the company be applied only in paying up in full or any

shares then remaining unissued to be issued to such members of the company

as the general meeting may resolve up to an amount equal to the nominal

amount of the shares so issued.

(c) Any general meeting may resolve that any surplus moneys arising from the realization

of any capital assets of the Company or an investment representing the same or any

other undistributed profits of the Company not subject to charge for income-tax be

distributed amongst the members on the footing that they receive the same as capital.

(d) For the purpose of giving effect to any such resolution the Board may

settle any difficulty which may arise in regard to the distribution of

payment as aforesaid as it thinks expedient and in particular it may

issue fractional certificates and may fix the value for distribution of

any specific assets and may determine that cash payments be made

to any members on the footing of the value so fixed and may vest any

such cash, share, debentures, debenture-stock, bonds or other

obligation in trustees upon such trust for the persons entitled thereto

as may seem expedient to the Board and generally may make such

arrangement for acceptance, allotment and sale of such shares,

debentures, debenture-stock, bonds or other obligations and

fractional certificates or otherwise as it may think fit.

(e) If and whenever any share becomes held by any member in fraction,

the Board may subject to the provisions of the Act, and these Articles

and to the directions of the Company in general meeting, if any, sell

the shares which members hold in fractions for the best price

reasonably obtained and shall pay and distribute to and amongst the

members entitled to such shares in due proportion the net proceeds

of the sale thereof; for the purpose of giving effect to any such sale

the Board may authorise any person to transfer the shares sold to the

purchaser thereof, comprised in any such transfer and he shall not be

bound to see to the application of the purchase money nor shall his

title to the shares be affected by any irregularity or invalidity in the

proceedings with reference to the sale.

(f) Where required, a proper contract shall be delivered to the Registrar

for registration in accordance with Section 75 of the Companies Act

and the Board may appoint any person to sign such contract on

behalf of the persons entitled to the dividend or capitalised fund and

such appointment shall be effective.

ACCOUNTS

202 The Company shall cause to be kept proper books of account with respect to :

(a) all sums of money received and expended by the Company and the matters in

respect of which receipts and expenditure take place;

(b) all sales and purchase of goods by the Company; and

(c) the assets and liabilities of the Company.

Books of Account to

be kept

203 (1) The books of account shall be kept at the Registered Office of the Company or

at such other place in India as the Board of Directors may decide and when the

Board of Directors so decides, the Company shall within seven days of the

decision, file with the Registrar a notice in writing giving the full address of that

other place.

(2) The books of accounts shall be open to inspection by any director during

business hours.

Books where to be

kept and inspection

204 The Board of Directors shall from time to time determine whether and to what extent

and at what times and place and under what conditions or regulations the accounts and

Inspection by

members

- 337 -

books of the Company or any of them shall be open to the inspection of the Members,

and no Member (not being a Director) shall have any right of inspecting any account or

book or document of the Company except as conferred by the Board of Directors or by

the resolution of the Company in general meeting.

205 The Board of Directors shall from time to time, in accordance with the Sections 210, 211,

212, 215, 216 and, 217 of the Act, cause to be prepared and to be laid before the

Company in general meeting, such Balance Sheets, Profit and Loss Accounts and Reports

as are required by these Sections.

Statement of

Accounts to be

furnished to General

Meeting

206 (a) The copies of every Balance Sheet (including Profit and Loss Account, the Auditor's

Report and every other document required by law to be annexed or attached, as the

case may be, to the Balance Sheet) shall be available for inspection at the Registered

Office of the Company, during working hours, for a period of twenty-one days before the

date of Annual General Meeting. The Company shall send a statement containing salient

features of such documents, in the prescribed form or the copies of the documents

aforesaid, as the Company may deem fit, to every member of the Company and to every

trustee for the holders of any debentures issued by the Company not less than twenty

one days before the date of the meeting.

(b) Any member or holder of debentures of the Company and any person from whom

the Company has accepted a sum of money by way of deposit shall, on demand, be

entitled to be furnished free of cost of the last Balance Sheet of the Company and of

every document required by law to be annexed or attached thereto, including the profit

and loss account and the Auditors' Report.

AUDIT

Right to Balance

Sheet and Loss

Account etc

207 Every Balance Sheet and Profit and Loss Account shall be audited by one or more

Auditors to be appointed as hereinafter mentioned.

(a) The Company at the Annual General Meeting each year shall appoint an Auditor or

Auditors to hold office from the conclusion of that meeting until the conclusion of the

next Annual General Meeting and shall, within seven days of the appointment, give

intimation thereof to every auditor so appointed.

(b) At any Annual General Meeting a Retiring Auditor, by whatever authority appointed,

shall be reappointed unless:

(i) he is not qualified for reappointment.

(ii) he has given the Company notice in writing of his unwillingness to be reappointed.

(iii) a resolution has been passed at the meeting appointing somebody instead of him or

providing expressly that he shall not be reappointed; or

(iv) where notice has been given of an intended resolution to appoint some person or

persons in the place of retiring Auditor, and by reason of the death, incapacity or

disqualification of that person or of that person or of all those persons as the case may

be, the resolution cannot be proceeded with;

(c) Where at an Annual General Meeting no Auditors are appointed or re-appointed, the

Central Government may appoint a person to fill the vacancy.

(d) The Company shall, within seven days of the Central Government power under sub-

clause (c) becoming exercisable give notice of that that to the Government.

(e) The Directors may fill any casual vacancy in the office of Auditor, but while any such

vacancy continues the surviving or continuing Auditor or Auditors (if any) may act, but

where such vacancy be caused by the resignation of an Auditor, the vacancy shall only

be filled by the Company in General Meeting.

(f) A person, other than a retiring Auditor, shall not be capable of being appointed at an

Annual General Meeting unless special notice of the Resolution for appointment of that

person to the office of Auditor has been given by a member to the Company not less

than fourteen days before the Meeting in accordance with Section 190 of the Act, and

the Company shall send a copy of any such notice to the retiring Auditor and shall give

notice thereof to the members in accordance with Section 190 of the Act, and the

provisions of Section 225 of the Act shall apply in the matter. The provisions of this sub-

clause shall also apply to a Resolution that a retiring Auditor shall not be re-appointed.

(g) The persons qualified for appointment as Auditors shall be only those referred to in

Section 226 of the Act.

(h) None of the persons mentioned in Section 226 of the Act as being not qualified for

appointment as Auditors shall be appointed as Auditors of the Company.

Accounts to be

audited

- 338 -

208 The Company shall comply with the provisions of Section 228 of the Act in relation to the

audit of the accounts of branch offices of the Company, except to the extent to which

any exemption may be granted by the Central Government, in that behalf.

Audit of Branch

at Office

209 The remuneration of the Auditors shall be fixed by the Company in General Meeting in

such manner as the Company may in General Meeting determine except that the

remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the

Directors.

Remuneration of

Auditors

210 (a) The Auditors of the Company shall have a right of access at all times to the books and

vouchers of the Company and shall be entitled to require from the Directors and Officers

of the Company such information as may be necessary for the performance of the duties

of the Auditor/s.

(b) All notices of and other communications relating to, any General Meeting of the

Company which any member of Company's entitled to have sent to him shall also be

forwarded to the Auditors of the Company, and the Auditor/s shall be entitled to attend

any General Meeting and to be heard at any General meeting which he attends to any

part of the business which concerns him as Auditor.

(c) The Auditors shall make a Report to the members of the Company on the accounts

examined by him and on every Balance Sheet and Profit and Loss Account, and on every

other document declared by the Act to be part of or annexed to the Balance Sheet or

Profit and Loss Account, which are laid before the Company in Annual General Meeting

during his tenure of office, and the Report shall state whether, in his opinion and to the

best of his information and according to the explanation given to him, the said accounts

give the information required by the Act in the manner so required and give a true and

fair view:

(i) whether he has obtained all the information and explanations which to be best of

his knowledge and belief were necessary for the purpose of his audit;

(ii) whether, in his opinion, proper books of accounts as required by law have been

kept by the Company so far as appears from his examination of those books and proper

returns adequate for the purposes of his audit have been received from branches not

visited by him;

(iii) whether the report on the accounts of any branch office audited under Section 228

by a person other than the Company's Auditor has been forwarded to him as required by

Clause (c) of sub-section (3) of the Section and how he has dealt with the same in

preparing the Auditor's Report;

(iv) whether the Company's Balance Sheet and Profit and Loss Account dealt with by

the Report are in agreement with the books of account and returns;

(d) Where any of the matters referred to in this Article is answered in the negative or

with a qualification the Auditor's Report shall state the reasons for the answer.

Auditor to have

access to the

books of the

Company

211 Every account when audited and approved by a General Meeting shall be conclusive

except as regards any error there discovered within three months next after the

approval thereof.

Accounts when

audited and

approved to be

conclusive except as

to errors discovered

within three months

212

DOCUMENTS AND NOTICES

(1) A document or notice may be served by the Company on any member hereof

either personally or by sending it by post to him to his registered address or if

he has no registered address, in India to the address if any, within India

supplied by him to the Company for the giving of notices to him.

(2) Where a document or notice is sent by post:

(a) Service thereof shall be deemed to be effected by properly addressing,

prepaying and posting a letter containing the document or the notice, provided

that where a member has intimated to the Company in advance that

documents or notices should be sent to him under a certificate of posting or by

registered post with or without acknowledgment due and has deposited with

Service of

Documents on

members by

Company

- 339 -

the Company a sum sufficient to defray the expenses of doing so, service of the

document or notice shall not be deemed to be affected unless it is sent in the

manner intimated by the member; and

(b) Such service shall be deemed to have been effected:

(i) in the case of a notice of a meeting at the expiration of forty

eight hours after the letter containing the same is posted; and

(ii) in any other case, at the time at which the letter would be

delivered in the ordinary course of post.

(3) A document or notice may be served by the Company on the joint holders of a share

by serving, it on the joint holder named first in the Register of Members in respect of the

share.

(4)A document or notice may be served by the Company on the person entitled to a

share in consequence of the death or insolvency of a member by sending it through post

in a prepaid letter addressed to them by name, or by the title of representatives of the

deceased, or assignees of the insolvent, by any like description, at the address if any, in

India supplied for the purpose by the persons claiming to be so entitled or until such an

address has been so supplied, by serving the document or notice in any manner in which

it might have been served if the death or insolvency had not occurred.

(5) A certificate in writing signed by the manager, secretary or other Officer or

employees of the Company, that the notice was properly addressed, prepaid and posted

shall be conclusive evidence thereof.

(6) The service of any document or notice to be given by the Company may be written or

printed or lithographed.

213 A document may be served on the Company or an Officer thereof by sending it to the

Company or the Officer at the registered office of the Company by post under a

certificate of posting or by registered post or by leaving it at its registered office.

Service of

documents on

Company

214 Save as otherwise expressly provided in, the Act, a document or proceeding requiring

authentication by the Company may be signed by a Director, Managing Director, the

Manager, the Secretary, or other authorised officer of the Company and need not be

under the Common Seal of the Company.

INDEMNITY

Authentication of

documents and

proceedings

215 Subject to the provisions of Section 201 of the Act, every Director, Manager and other

officer or any person (whether officer of the Company or not) employed by the

Company, or as an auditor, or servant of the Company shall be indemnified by the

Company and it shall be the duty of the Board to payout of the funds of the Company all

costs, charges, losses and expenses which any such officer or servant may incur or

become liable to by reason of any contract entered into or act or thing done by him as

such officer or servant or in any way in the discharge of his duties including expenses,

and in particular and so as not to limit the generality of the foregoing provisions, against

all liabilities incurred by him as such director, manager, officer or servant in defending

any proceedings, whether civil or criminal, in which judgment is given in his favour or in

which he is acquitted or in connection with any application under Section 633 of the Act

in which relief is granted by the Court.

Company may

Indemnify

216 Subject to the provisions of Section 201 of the Act, no Director, Manager or other Officer

of the Company shall be liable for the acts, receipts, neglects of any other director or

officer or for joining in any receipt or other act for conformity or for any loss or expense

happening to the company through the insufficiency or deficiency of title to any

property acquired by order of the Board for or on behalf of the Company, or for the

insufficiency or deficiency of any security in or upon which any of the moneys of the

Company shall be invested or for any, loss or damage arising from the bankruptcy or

insolvency or an act of tort of any person with whom any moneys, securities or effects

Directors and other

officers not

responsible for the

acts of others

- 340 -

shall be deposited or for any loss occasioned by an error of judgment, omission, default

or oversight, on his part, or for any other loss, damage or misfortune whatsoever which

shall happen in the execution of the duties of his office or in relation thereto unless the

same happens through his own dishonesty.

WINDING UP

217 If the Company shall be wound up, and the assets available for distribution among the

members as such shall be insufficient to repay the whole of the paid up capital, such

assets shall be distributed so that, as nearly as may be the losses shall be borne by the

members in proportion to the capital paid up or which ought to have been paid up at the

commencement of the winding up on the shares held by them respectively and if in a

winding up the assets available for distribution among the members shall be more than

sufficient to repay the whole of the capital paid up at the commencement of the winding

up the excess shall be distributed amongst the members in proportion to the capital paid

up or which ought to have been paid up at the commencement of the winding up on the

shares held by them respectively. But this Article is to be without prejudice to the right

of the holders of shares issued upon special terms and conditions.

SECRECY CLAUSE

Distribution of

assets

218 No member or other person (not being a Director) shall be entitled to visit or inspect any

property or premises or works of the Company without the permission of the Board or

to require discovery of or any information respecting any detail of the Company's trading

or any matter which is or may be in the nature of a trade secret, mystery of trade, secret

process or any other matter which may relate to the conduct of the business of the

Company and which in the opinion of the board it would be inexpedient in the interest

of the Company to disclose

Secrecy Clause

219 Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Agent,

Officer, Servant, Accountant or other person employed in the business of the Company

shall, when required, sign a declaration pledging himself to observe strict secrecy

respecting all transactions of the Company with the customers and the state of accounts

with individuals and in matters relating thereto, and shall by such declaration pledge

himself not to reveal any of the matters which may come to his knowledge in the

discharge of his duties, except when required so to do by the Board or by any meeting of

the shareholders if any or by a Court of Law, or by the persons to whom the matters

relate and except so far as may be necessary in order to comply with any of the

provisions in these presents contained.

Secrecy Under

taking

220 Each member of the Company, present and future, is to be deemed to join the Company

with full knowledge of all the contents of these presents.

Knowledge implied

- 341 -

SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which are or may be deemed material have been entered or to be entered into

by our Company (not being contracts entered into in the ordinary course of business carried on by our Company or

contracts entered into more than two years before the date of the Draft Red Herring Prospectus). These contracts,

copies of which will be attached to the copy of the Red Herring Prospectus delivered to the RoC for registration, and

also the documents for inspection referred to hereunder may be inspected at the Registered Office from 10.00 am to

4.00 pm on Working Days from the date of the Red Herring Prospectus until the Bid Closing Date.

A. Material Contracts to the Issue

1. Issue Agreement dated January 29, 2013 entered into between our Company and the BRLM.

2. Market Making Agreement dated [●] entered into between our Company and the BRLM.

3. Agreement dated December 10, 2012 entered into between our Company and the Registrar to the Issue.

4. Escrow Agreement dated [●] entered into between our Company, the BRLM, Escrow Collection Bank and the

Registrar to the Issue.

5. Syndicate Agreement dated [●] entered into between our Company, BRLM and the Syndicate Members.

6. Underwriting Agreement dated [●] entered into between our Company, the BRLM and the Syndicate

Members.

B. Material Documents

1. Memorandum and Articles of Association of our Company, as amended from time to time.

2. Our Company’s Certificate of incorporation dated December 12, 2006 issued by the Registrar of Companies,

Kerala and Lakshadweep and the revised Certificate of Incorporation dated January 15, 2013.

3. Board resolution authorising the Issue dated November 15, 2012.

4. Shareholders’ resolution authorizing the Issue dated December 10, 2012.

5. Resolution of the IPO Committee of the Board of Directors dated February 7, 2013 approving the Draft Red

Herring Prospectus.

6. Shareholders’ resolution dated April 1, 2010 appointing Mr. Sanjay Vijayakumar and Mr. Sony Joy as the whole-

time Directors of our Company with effect from April 1, 2010.

7. Report of our Statutory Auditors M/s Sivaprasad and Associates, Chartered Accountants dated February 6, 2013,

on our Company’s Unconsolidated Restated Financial Statements and Consolidated Restated Financial Statements

as of and for the six months period ended September 30, 2012, Financial Years ended March 31 2012, 2011, 2010,

2009 and for the initial period ended March 31, 2008, including their consent.

8. Statement of Tax Benefits from, M/s Sivaprasad and Associates, Chartered Accountants dated February 6, 2013

including their consent.

9. Copies of annual reports of our Company for the Financial Years ended March 31 2012, 2011, 2010, 2009 and for

the initial period ended March 31, 2008 and also the financial statements for the six months period ended

September 30, 2012.

- 342 -

10. Consents of Bankers to our Company, BRLM, Syndicate Member(s), Registrar to the Issue, Escrow Collection

Banks, Refund Bank(s), the Statutory Auditors, Domestic Legal Counsel to the Issue, Market Maker, Directors of

our Company, Advisor, Company Secretary and Compliance Officer as referred to, in their respective capacities.

11. Due diligence certificate dated [●] issued by the BRLM upon filing the Prospectus.

12. In-principle listing approval dated [●] received from NSE.

13. Tripartite Agreement between NSDL, our Company and the Registrar to the Issue dated [●].

14. Tripartite Agreement between CDSL, our Company and the Registrar to the Issue dated [●].

15. IPO Grading Report by [●] dated [●].

Any of the contracts or documents mentioned in the Draft Red Herring Prospectus may be amended or modified at

any time if so required in the interest of our Company or if required by the other parties, without reference to the

shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

- 343 -

DECLARATION

We, the Directors, certify that all relevant provisions of the Companies Act and the regulations or guidelines issued by

the GoI or SEBI, as applicable, have been complied with and no statement made in the Draft Red Herring Prospectus is

contrary to the provisions of the Companies Act, the SEBI Act or the rules or regulations issued there under. We

further certify that all the statements in this Draft Red Herring Prospectus are true and correct.

Signed by the Directors of our Company

Mr. George Brody

(Chairman and Independent Director)


(Whole-Time Director)

Mr. Sony Joy

(Whole-Time Director)


(Non-executive Director)


(Independent Director)

Signed by the Chief Manager Finance

Arun Ramakrishnan Nair

Date:

Place:

- 344 -

ANNEXURE I

Price Information of Previous Issue(s) handled by IDBI Capital Market Services Limited

Sr. No. Issue Name Issue Size (

`mn) Issue Price ( `) Listing Date

Opening Price on listing

date ( `)

Closing Price on listing

date ( `)

% Change in price on

listing date

(Closing) vs Issue

Price

Benchmark Index on

listing date

(Closing)

Closing price as on

10th calendar day from

listing day ( `)

Benchmark Index as

on 10th calendar

days from listing day (Closing)

Closing Price as on

20th calendar day from listing day

( `)

Benchmark Index as

on 20th calendar


Closing Price as on

30th calendar day from listing day

( `)

Benchmark index as on 30th calendar


1 PC Jeweller Ltd. 6,012.87 135.00 December 27, 2012 135.50 149.00 10.37% 5,870.10 181.65 5,988.40 N.A N.A N.A N.A

2 Credit and Analysis Rating Agency 5,399.78 750.00 December 26, 2012 949.00 924.00 23.20% 5,905.60 934.75 6,016.15 N.A N.A N.A N.A

3 Thejo Engineering Limited 190.00 402.00 September 18, 2012 403.00 403.00 0.25% 5,600.05 375.00 5,649.50 375.00 5,746.95 392.90 5,660.25

4 NBCC Limited 1,272.00 106.00 April 12, 2012 101.00 96.95 -8.54% 5,276.85 96.35 5,200.60 94.75 5,239.15 86.55 4,928.90

5 SRS Limited 2,030.00 58.00 September 16, 2011 68.00 33.25 -42.67% 5,084.25 33.85 4,835.40 30.15 4,888.05 35.40 5,118.25

6 Aanjaneya Lifecare Limited 1,170.00 234.00 May 27, 2011 218.00 311.10 32.95% 5,476.10 376.70 5,532.05 364.40 5,447.50 390.45 5,526.60

7 MOIL Limited 12,379.50 375.00 December 15, 2010 565.00 465.05 24.01% 5,892.30 448.85 6,011.60 453.95 6,157.60 442.15 5,751.90

8 Gujarat Pipavav Port Limited 5,538.50 46.00 September 9, 2010 56.10 54.05 17.50% 5,640.05 54.85 5,980.45 60.30 6,029.50 59.35 6,103.45

9 SJVN Limited 10,439.10 26.00 May 20, 2010 27.10 25.10 -3.46% 4,947.60 24.70 5,086.30 24.10 4,987.10 24.10 5,262.60

10 ARSS Infrastructure Projects Limited 1,030.00 450.00 March 03, 2010 630.00 737.45 63.88% 5,088.10 750.40 5,137.00 908.90 5,205.20 991.75 5,290.50

11 JSW Energy Limited 26,510.00 100.00 January 04, 2010 106.00 100.85 0.85% 5,232.20 117.70 5,233.95 110.05 5,007.90 105.15 4,830.10

12 Astec Life Sciences 615.00 82.00 November 25, 2009 83.00 84.00 2.44% 5,108.45 86.90 5,108.90 87.70 5,105.70 82.05 5,178.40

Notes: 1. In case of discounts given to certain categories of investors, the undiscounted issue price has been taken as the issue price. 2. Issue size has been taken net of promoter's contribution, if any. 3. If the 10th, 20th and 30th calendar day from listing day is not a working day, closing price on next working day has been taken. 4. All prices are according to trades on NSE and the benchmark index is the Nifty. If the stock is not listed on the NSE (Rishabhdev), the BSE prices are taken and SENSEX is

the benchmark.

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Summary Statement of Disclosures for IDBI Capital Market Services Limited

Financial Year Total No. of IPOs

Total Funds Raised ( `Cr)

No. of IPOs trading at discount on listing date

No. of IPOs trading at premium on listing date

No. of IPOs trading at discount as on 30th calendar day from listing

day

No. of IPOs trading at premium as on 30th calendar day from listing

day

Over 50%

Between 25%-50%

Less than 25%

Over 50%

Between 25-50%

Less than 25%

Over 50%

Between 25%-50%

Less than 25%

Over 50%

Between 25%-50%

Less than 25%

2012-2013 4 1,287.45

1

3

2

2011-2012 2 320.00

1

1

1

1

2010-2011 3 2,835.71

1

2

1

1 1

2009-2010 4 2,838.12

1 1

2

1

1

2

Note: Total Funds raised is taken as the sum of individual Issue Size.

MOBME WIRELESS SOLUTIONS LIMITED - Directory Listing ...

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