ags infotech

C M Y K

C M Y K

DRAFT RED HERRING PROSPECTUSDated: September 21, 2010

Please read Section 60B of the Companies Act, 1956100% Book Building Issue

AGS TRANSACT TECHNOLOGIES LIMITEDOur Company was incorporated on December 11, 2002 as a Private Limited Company with the name of AGS Infotech Private Limited. The name of our Company was subsequentlychanged to AGS Transact Technologies Private Limited with effect from June 3, 2010. Our Company was then converted into a public limited company and its name was changedto AGS Transact Technologies Limited with effect from July 20, 2010. Our Corporate Identification Number is U 72200 MH 2002 PLC 138213. For further details in relationto the corporate history of our Company, pelase refer to section titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus.

Registered Office: 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Road, Lower Parel Mumbai- 400 013Telephone: +91 22 6781 2000; Facsimile: +91 22 2493 5384

Contact Person and Compliance Officer: Ms. Rashmi Sarvaiya, Company Secretary and Compliance Officer, E-mail: [email protected], Website: www.agsindia.com

PUBLIC ISSUE OF 62,50,000 EQUITY SHARES OF Rs. 10 EACH OF AGS TRANSACT TECHNOLOGIES LIMITED (“AGS TRANSACT” OR THE “COMPANY”OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [� ] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [� ] PER EQUITY SHARE)AGGREGATING UP TO Rs. [�] LACS (THE “ISSUE”). THE ISSUE WOULD CONSTITUTE 25.00% OF THE FULLY DILUTED POST ISSUE PAID-UP EQUITYCAPITAL OF OUR COMPANY.

PRICE BAND: Rs. [�] to Rs. [�] PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACHFLOOR PRICE IS [�] TIMES THE FACE VALUE AND CAP PRICE IS [�] TIMES THE FACE VALUE

THE PROMOTER OF OUR COMPANY IS MR. RAVI B. GOYAL

RISK IN RELATION TO THE FIRST ISSUE

This being the first public issue of Equity Shares of our Company, there has been no formal market for its Equity Shares. The face value of the shares is Rs 10 and the Floor Priceis [�] times the face value and Cap Price is [�] times the face value Issue Price is [�] times of the face value. The Issue Price (as determined by our Company in consultation withthe Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares by way of Book building) should not be taken to be indicative of the marketprice 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 regardingthe price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments 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 oflosing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investorsmust rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approvedby the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of theinvestors is invited to the summarized and detailed statements in the section “Risk Factors” beginning on page 12 of this Draft Red Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard toour Company and the Issue, which is material in the context of this Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all materialaspects 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 whichmakes this 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

This Issue has been graded by [�] as [�]/5, indicating [�]. The IPO grade is assigned on a five-point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentalsand IPO grade 1/5 indicating poor fundamentals. For more information on the IPO grading, please refer to section titled “General Information” beginning on page 33 of thisDraft Red Herring Prospectus.

LISTING

The Equity Shares are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Our Company has receivedin-principle approvals from BSE and NSE vide their letters dated [�] and [�] respectively. [�] shall be the Designated Stock Exchange for the purpose of this Issue.

In case of revision in the Price Band, the Bidding Period shall be extended for at least three additional Business Days, subject to the Bidding Period not exceeding ten BusinessDays. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited(the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release and also by indicating the change on the website of the Book RunningLead Managers (“BRLMs”) and the terminals of the other members of the Syndicate. The Issue is being made through a Book Building Process wherein not more than 50%of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that the Company may allocate up to 30% of the QIB Portionto Anchor Investors on a discretionary basis in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,as amended. Further, 5% of the Net QIB Portion (as defined in the section “Definitions and Abbreviations”) shall be available for allocation on a proportionate basis to MutualFunds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bidsbeing received at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders andnot 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 IssuePrice. Any Bidder may participate in this Issue through the ASBA (as defined in the section “Definitions and Abbreviations”) process by providing details of the relevantbank accounts in which the corresponding Bid Amount will be blocked by the SCSBs. For details, please see the section “Issue Procedure” beginning on page 272 of thisDraft Red Herring Prospectus.

BID/ISSUE PROGRAMME*

BID / ISSUE OPENS ON [�] BID / ISSUE CLOSES (EXCEPT FOR QIB BIDDERS) ON [�]

BID / ISSUE CLOSES (FOR QIB BIDDERS) ON [�](1) The Company may consider participation by Anchor Investors in accordance with applicable SEBI (ICDR) Regulations on the Anchor Investor Bid/Issue Date, i.e., one day prior to the Bid/Issue Opening Date.(2) The Company may decide to close the Bidding Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the SEBI (ICDR) Regulations.

BOOK RUNNING LEAD MANAGERS

Avendus Capital Private LimitedIL&FS Financial Center,B Quadrant, 5th Floor,Bandra Kurla Complex,Bandra (East),Mumbai - 400 051, India.Tel: + 91 22 6648 0050Fax: +91 22 6648 0040e-mail: [email protected] Person: Ms. Reshma Krishnan

REGISTRAR TO THE ISSUE

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg,Bhandup (West),Mumbai - 400 078Tel: +91 22 25960320Fax: +91 22 25960329e-mail: [email protected] Person: Mr. Sanjog Sud

YES Bank LimitedNehru Centre, 12th Floor, Discovery of India,Dr. A.B. Road, Worli,Mumbai - 400 018, India.Tel: +91 22 6669 9000Fax: +91 22 2497 4158e-mail: [email protected] Person: Ms. Astha Daga

AVENDUS

AGS TRANSACT TECHNOLOGIES LIMITED

SECTION TABLE OF CONTENTS Page No. I Definitions and Abbreviations 1

Presentation of Financial Information and Use of Market Data 10 Forward Looking Statements and Market Data 11 II RISK FACTORS 12

PART I III INTRODUCTION 26

Summary of the Industry & Business of the Company 26

The Issue 30 Summary of Financial Information 31

General Information 33

Capital Structure 43

Objects of the Issue 51 Basis of Issue Price 58

Statement of Tax Benefits 60 IV ABOUT THE ISSUER COMPANY 67

Industry Overview 67 Business Overview 80

Key Regulations and Policies 105

History and Other Corporate Matters 111 Management 123

Promoter and Promoter Group 136

Group Companies 137

Related Party Transactions 141 Dividend Policy 142

PART II V FINANCIAL STATEMENTS 143 Report of the Statutory Auditors 143, 177

Management Discussion and Analysis of Financial Condition and Results of Operations

213

VI LEGAL AND REGULATORY INFORMATION 229

Outstanding Litigations, Material Developments and Other Disclosures 229

Government/Statutory and Business Approvals 234

Other Regulatory and Statutory Disclosures 252 VII OFFERING INFORMATION 264

Terms of the Issue 264

Issue Structure 267 Issue Procedure 272 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE

COMPANY 305

Main Provisions of the Articles of Association of the Company. 305 IX OTHER INFORMATION 345

Material Contracts and Documents for Inspections 345 PART III

Declaration 347


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SECTION I - GENERAL

A. DEFINITION AND ABBREVIATIONS

Terms Description

“Our Company” or “Company” or “AGS Transact Technologies Limited” or “we” or “our” or “us” or “Issuer”

Unless the context otherwise requires these words refer to AGS Transact Technologies Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel Mumbai- 400013.

CONVENTIONAL/ GENERAL TERMS

Terms Description

Act/ Companies Act/ the Act The Companies Act, 1956 and amendments thereto

AGM Annual General Meeting

AS Accounting Standards as issued by the Institute of Chartered Accountants of India

ASBA Application supported by blocked amount

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (India) Limited

CIN Corporate Identification Number

Depositories NSDL and CDSL

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

Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time

DIN Directors Identification Number

DIPP Department of Industrial Policy & Promotion

Directors or Board of Directors Directors of our Company from time to time unless otherwise specified

DP ID Depository Participants Identity

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

EPS Earnings Per Share

ESOP Employee Stock Option Plan

FCNR Account Foreign Currency Non Resident Account

FEMA Foreign Exchange Management Act, 1999, as amended from time to time and the regulations framed thereunder

Financial Year/ Fiscal/ FY The twelve months ended March 31 of that particular year

Insider Trading Regulations SEBI (Prohibition of Insider Trading) Regulations, 1992

IT Act The Income Tax Act, 1961, as amended from time to time except as stated otherwise

NAV/ Net Asset Value

Net worth as at the end of the year divided by number of Equity Shares outstanding at the end of the year.

Net worth The aggregate of the paid up share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account.

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

RBI The Reserve Bank of India


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Terms Description

ROC Registrar of Companies Maharashtra, Mumbai

SEBI Securities and Exchange Board of India

SEBI (ICDR) Regulations/ SEBI Regulations

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time

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

SICA Sick Industrial Companies Act, 1985

ISSUE RELATED TERMS

TERM DESCRIPTION

Allot/Allotment/Allotted/ Allotment of Equity Shares

Unless the context otherwise requires, issue of Equity Shares pursuant to this Issue.

Allottee A successful Bidder to whom the Equity Shares are allotted

Anchor Investor A “Qualified Institutional Buyer”, applying under the Anchor Investor Portion with a minimum bid of Rs 10 crores.

Anchor Investor Allocation Notice

Notice or intimation of allocation of Equity Shares sent to Anchor Investors who have been allocated Equity Shares after discovery of the Issue Price if the Issue Price is higher than the Anchor Investor Issue Price.

Anchor Investor Bid/Issue Period

The day, one day prior to the Bid/Issue Opening Date, on which Bidding by Anchor Investors shall open and allocation to Anchor Investors shall be completed

Anchor Investor Issue Price The final price at which Equity Shares will be issued and Allotted to Anchor Investors in terms of the Red Herring Prospectus and Prospectus, which price will be equal to or higher than the Issue Price but not higher than the Cap Price. The Issue Price will be decided by our Company in consultation with the BRLMs.

Anchor Investor Portion Up to 30% of the QIB portion which may be allocated by our Company to Anchor Investors 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 price at which allocation is being done to Anchor Investors

ASBA Bid cum Application Form

The form, whether physical or electronic, used by a Bidder to make a Bid through ASBA process, which contains an authorisation to block the Bid Amount in an ASBA Account and will be considered as the application for Allotment for the purposes of the Red Herring Prospectus and the Prospectus

ASBA Bidder Any Bidder who intends to apply through ASBA

ASBA Revision Form The form used by the ASBA Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their ASBA Bid-cum-Application Forms or any previous ASBA Revision Form(s).

ASBA/ Applications Supported by Blocked Amount

An application whether physical or electronic used by Bidders other than Anchor Investos to make a Bid authorizing an SCSB to block the Bid Amount in their specified bank account maintained with the SCSB.

Bid An indication to make an offer, made during the Bidding Period by a prospective investor (other than ASBA Bidder or Anchor Investor)or during the Anchor Investor Bid/ Issue Period by the Anchor Investors to subscribe to the Equity Shares 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 or the ASBA Bid-cum- Application Form as the case may be in case of


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TERM DESCRIPTION

ASBA Bidders, the amount mentioned in the ASBA Bid cum-Application Form,and payable by the Bidder (other than an Anchor Investors) on submission of the Bid for the Issue

Bid/ Issue Closing Date The date after which the members of the Syndicate and SCSB will not accept any Bids for this Issue, which shall be notified in a widely circulated English national newspaper, a Hindi national newspaper and a Marathi newspaper. The Company may decide to close the Bidding Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations.

Bid/ Issue Opening Date The date on which the members of the Syndicate and SCSB shall start accepting Bids for the Issue, which shall be the date notified in a widely circulated English national newspaper, a Hindi national newspaper and a Marathi newspaper except for the Anchor Investors.

Bid/ Issue Period Period between the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which prospective Bidders (excluding Anchor Investors) can submit their Bids, including any revisions thereof.

Bid-cum-Application Form The form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of our Company and which will be considered as the application for allotment in terms of the Red Herring Prospectus and the Prospectus

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form or the ASBA Bidcum-Application Form (in case of an ASBA Bidder).

Book Building Process Book building mechanism as provided under Schedule XI of the SEBI (ICDR) Regulations, in terms of which this Issue is made.

BRLM(s)/ Book Running Lead Managers

Book Running Lead Manager(s) to this Issue, in this case being Avendus Capital Private Limited and YES Bank Limited

Business Days All days except Saturday, Sunday and public holidays

CAN/ Confirmation of Allocation Note

Except in relation to the note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of Issue Price in the Book Building Process. In relation to Anchor Investors, the note or advice or intimation of allocation of Equity Shares sent to the successful Anchor Investors who have been allocated Equity Shares after discovery of the Anchor Investor Issue Price, including any revisions thereof.

Cap Price The upper end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted.

Cut-off The Issue Price finalised by our Company in consultation with the BRLMs. Only Retail Individual Bidders who are applying for a maximum bid amount not exceeding Rs.1,00,000 are entitled to Bid at the Cut-off Price, for a bid amount not exceeding Rs. 1,00,000. QIBs and Non Institutional Bidders are not entitled to Bid at the Cut-off Price.

Designated Branches Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA Bidders and a list of which is available on http://www.sebi.gov.in

Designated Date The date on which funds are transferred from the Escrow Account to the Public Issue Account 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 Prospectus is filed with the Registrar of


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TERM DESCRIPTION

Companies Maharashtra, Mumbai, following which the Board of Directors shall allot Equity Shares to successful Bidders.

Designated Stock Exchange In this case being the [●]

Draft Red Herring Prospectus/DRHP

This Draft Red Herring Prospectus dated September 21, 2010 filed with SEBI and issued in accordance with the SEBI (ICDR) Regulations, which does not have complete particulars of the price at which the Equity Shares are offered and size of the Issue.

Eligible NRI 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 Allotted herein.

Equity Shares Equity Shares of our Company of face value of Rs. 10 each unless otherwise specified in the context thereof.

Escrow Account Account opened with Escrow Collection Bank(s) and in whose favor the Bidder (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid.

Escrow Agreement Agreement to be entered into among the Company, the Registrar to this Issue, the Escrow Collection Banks, Syndicate Members and the BRLMs in relation to the collection of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected, to the Bidders(excluding the ASBA Bidders)

Escrow Collection Bank(s) The banks, which are registered with SEBI as Banker (s) to the Issue at which the Escrow Account for the Issue will be opened, in this case being

[•]

First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form or the ASBA Bid cum Application Form or ASBA Revision Form

Floor Price The lower end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted.

Indian National A citizen of India as defined under the Indian Citizenship Act, 1955, as amended, who is not an NRI

Issue The Issue of 62,50,000 Equity Shares of Rs. 10 each fully paid up at the Issue Price aggregating to Rs. [●] Lacs

Issue Agreement Agreement dated September 21, 2010 entered into between our Company and the Book Running Lead Managers

Issue Price The final price at which Equity Shares will be issued and allotted in terms of the Red Herring Prospectus or the Prospectus, as determined by our Company in consultation with the BRLMs, on the Pricing Date.

Issue Proceeds The proceeds of the Issue that are available to our Company.

Issue/ Bidding Period The period between the Bid / Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids.

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion) i.e. upto 1,56,250 Equity Shares, available for allocation to Mutual Funds only, out of the QIB Portion, subject to valid bids being received from such Mutual Funds.

Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time.

Net QIB Portion The QIB Portion less reservation for Anchor Investors.

Non Institutional Bidders All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than Rs. 100,000 (but not including NRI’s other than eligible NRI’s).


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TERM DESCRIPTION

Non Institutional Portion The portion of the Issue being not less than 15% of the Issue consisting of 9,37,500 Equity Shares of Rs. 10 each available for allocation to Non-Institutional Bidders.

Offer Document Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus

Pay-in-Date With respect to Anchor Investors, a date not later than two Working Days after the Bid/Issue Closing Date

Pay-in-Period The period commencing on the Bid/Issue Opening Date and extending until the Bid/Issue Closing Date; provided however, for Anchor Investors, the Payin Period shall mean the period from the Anchor Investor Bid/Issue Opening Date until the Anchor Investor Bid/Issue Closing Date

Price Band The price band of a minimum price (“Floor Price”) of Rs. [•] and the maximum price (“Cap Price”) of Rs. [•] and includes revisions thereof. The price band will be decided by our Company in consultation with the Book Running Lead Managers and advertised in an English newspaper, Hindi newspaper and Marathi newspaper in regional language with wide circulation at least two (2) Working Days prior to the Bid/Issue Opening Date.

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

Prospectus The Prospectus, to be filed with the Registrar of Companies, Maharashtra, Mumbai in accordance with section 60 of the Act, containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of this Issue and certain other information.

Public Issue Account Account opened with the Banker(s) to this Issue to receive monies pursuant to Section 73 of the Companies Act from the Escrow Account for this Issue on the Designated Date.

QIB Portion The portion of the Issue being upto 31,25,000 Equity Shares of Rs. 10 each being upto 50% of the Issue to be allotted to QIBs.

Qualified Institutional Buyers or QIBs

(i) Mutual funds, venture capital funds, or foreign venture capital investors registered with the SEBI; (ii) FIIs and their sub-accounts registered with the SEBI, other than a sub-account which is a foreign corporate or foreign individual; (iii) Public financial institutions as defined in Section 4A of the Companies Act; (iv) Scheduled commercial banks; (v) Multilateral and bilateral development financial institutions; (vi) State industrial development corporations; (vii) Insurance companies registered with the Insurance Regulatory and Development Authority; (viii) Provident funds with minimum corpus of Rs. 2,500 Lacs; (ix) Pension funds with minimum corpus of Rs. 2,500 Lacs; (x) National Investment Fund set up by resolution F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and (xi) Insurance funds set up and managed by the army, navy, or air force of the Union of India.

Red Herring Prospectus/RHP The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars on the price at which the Equity Shares are offered and size of this Issue. It carries the same obligations as are applicable in case of a Prospectus and will be filed with the Registrar of Companies Maharahstra, Mumbai at least three days before the opening of this Issue. It will become a Prospectus after filing with


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TERM DESCRIPTION

the Registrar of Companies Maharashtra, Mumbai, after pricing and allocation.

Refund Account The account opened with Escrow Collection Bank(s), from which refunds, if any, of the whole or part of the Bid Amount to Bidders shall be made.

Refund Bankers [●]

Registrar/ Registrar to this Issue

Link Intime India Private Limited

Resident Retail Individual Investor

A Retail Individual Investor who is a person resident in India as defined in Foreign Exchange Management Act, 1999

Retail Individual Bidders Individual Bidders (including HUFs applying trhough their Karta and eligible NRIs) who have Bid for an amount less than or equal to Rs. 100,000 in any of the bidding options in this Issue.

Retail Portion The portion of the Issue being not less than 21,87,500 Equity Shares of Rs. 10 each, being not less than 35% of the Issue, available for allocation to Retail Individual Bidder(s).

Revision Form The form used by the Bidders excluding ASBA 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).

Self Certified Syndicate Bank (SCSB)

SCSB is a Banker to an Issue registered under SEBI (Bankers to an Issue) Regulations, 1994 and which offers the service of making an Application Supported by Blocked Amount and recognized as such by the Board.

Stock Exchanges

Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

Syndicate The BRLMs and the Syndicate Members.

Syndicate Agreement The agreement to be entered into between our Company and the members of the Syndicate, in relation to the collection of Bids in this Issue.

Syndicate Member(s) [•]

Transaction Registration Slip/ TRS

The slip or document issued by the Syndicate Members or an SCSB (only on

demand) to the Bidders as proof of registration of the Bid.

Underwriters The BRLMs and the Syndicate Member.

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

VCFs Venture Capital Funds (as defined under the Securities and Exchange Board

of India (Venture Capital Fund) Regulations, 1996, as amended) registered

with SEBI. Working Days All days except Sunday and public holidays

COMPANY AND BUSINESS RELATED TERMS

Terms Description

Articles Articles of Association of our Company

Auditors Statutory Auditors of the Company, M/s. Shah & Co., Chartered Accountants, Maker Bhavan No. 2, 3rd floor, New Marine Lines, Mumbai- 400 020 .

Board/Board of Directors Board of Directors of our Company

Director(s) Director(s) of AGS Transact Technologies Limited, unless otherwise specified

FFM Fast and Fluid Management

Group Company(ies) Companies, firms, ventures, etc. promoted by the promoter of the issuer,


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Terms Description

irrespective of whether such entities are covered under section 370 (1)(B) of the Companies Act, 1956 or not. Unless the context otherwise specifies, includes those entities mentioned in the section, “Group Companies” on page 137 of this Draft Red Herring Prospectus.

Memorandum /MoA Memorandum of Association of our Company

MIDC Maharashtra Industrial Development Corporation

POSTEC Postec Data Systems Limited

Promoter Mr. Ravi B. Goyal

Promoter Group Unless the context otherwise specifies, includes those entities and persons mentioned in the section, “Promoter and Promter Group” on page 136 of this Draft Red Herring Prospectus.

Registered Office of our Company

601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400013

Wincor Nixdorf Wincor Nixdorf India Private Limited

ABBREVIATION OF GENERAL TERMS

Terms Description

A/C Account

CAGR Compounded Annual Growth Rate

EBITDA Earnings before Interest, Tax, Depreciation and Amortisation

EGM Extraordinary General Meeting

FBT Fringe Benefit Tax

FDI Foreign Direct Investment

FIIs Foerign Institutional Investors

FVCI Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign venture capital Investor) Regulations, 2000

GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

Government/ GOI The Government of India

HNI High Net-worth Individual

HUF Hindu Undivided Family

NECS National Electronic Clearing Services

Non-Resident Indians Non-Resident Indians, as defined under Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time

NRE Account Non Resident External Account

NRI Non Resident Indian

NRO Account Non Resident Ordinary Account

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 as defined under FEM (Deposit) Regulations, 2000 as amended from time to time.


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Terms Description

Rs./INR Indian Rupees

RTGS Real Time Gross Settlement

SEBI Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended from time to time.

SLM Straight Line Method

Sq Ft Square Feet

Sq Mt Square Meter

TAN Tax Deduction Account Number

TRS Transaction Registration Slip

UK The United Kingdom of Great Britain and Northern Ireland

US, USA United States of America

USD/US$ United States Dollar

WDV Written Down Value

INDUSTRY / BUSINESS RELATED TERMS

Terms Description

ATG Automatic Tank Gauge ATM Automated Teller Machine

ATS Assisted Teller System; Automated Teller Safe

DIY Do It Yourself

EFT Electronic Fund Transfer EMV Europay Mastercard Visa

EPOS Electronic Point of Sale

ERP Enterprise Resource Planning

GPS Global Positioning System GRDI Global Retail Development Index

HPCL Hindustan Petroleum Corporation Limited

IAD Independent ATM Deployer IBEF India Brand Equity Foundation

INFINET Indian Financial Network

JV Joint Venture

KL Kilo Litre MGR Mass Grocery Retail

Mmtoe Million tons of oil equivalent

MOP Ministry of Petroleum NFS National Financial Switch

OEM Original Equipment Manufacturer

OPT Outdoor Payment Terminal

PCC Postec Communications Controller PIN Personal Identification Number

POS Point of Sale

PSB Public Sector Bank

RAI Retailers Association of India RBR Retail Banking Research Limited

RFP Request for Proposal


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Terms Description

SCB Scheduled Commercial Bank

SCO Self Check Out SME Small & Medium Scale Enterprises

TIS Total Implementation Services

TRC Testing & Repair Center TVD Tagging Visual Display

UCB Urban Cooperative Bank

Notwithstanding the foregoing:

a. In the section titled “Financial Statements” on page 143 of this Draft Red Herring Prospectus, defined terms

shall have the meaning given to such terms in that section.

b. In the section titled “Main Provisions of the Articles of Association of our Company” on page 305 of this Draft Red Herring Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our Company.


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PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA Unless stated otherwise, the financial information used in this Draft Red Herring Prospectus is derived from our Company’s restated financial statements as of and for the year ended March 31, 2010, 2009, 2008, 2007, and 2006 prepared in accordance with Indian GAAP and the Companies Act and in accordance with SEBI (ICDR) Regulations, included in this DRHP. Our fiscal commences on April 1 and ends on March 31 of a particular year. Unless stated otherwise, references herein to a fiscal (e.g., fiscal 2010), are to the fiscal ended March 31 of a particular year. In this DRHP, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding-off. There are significant differences between Indian GAAP, International Financial Reporting Standards (“IFRS”) and U.S. GAAP. The Company has not attempted to quantify those differences or their impact on the financial data included herein, and you should consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the Indian GAAP restated summary statements (consolidated or unconsolidated) included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act and the ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, the Companies Act and the ICDR Regulations on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. All references to ‘Rupees’ or ‘Rs.’ are to Indian Rupees, the official currency of the Republic of India. One crore is the unit in the Indian numbering system representing 10 million or 100 lac and one lac is the unit in the Indian numbering system representing 100,000; thus, for example, Rs. 10 crore equals Rs. 100 million. All references to ‘$’, ‘US$’ or ‘U.S. Dollars’ are to United States Dollars, the official currency of the United States of America and all references to ‘Singapore Dollars’ are to the official currency of Singapore. Market data used in this Draft Red Herring Prospectus has been obtained from industry publications and internal Company reports. 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 our Company believes the market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports, while believed to be reliable, have not been verified by any independent source.


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FORWARD-LOOKING STATEMENTS AND MARKET DATA We have included statements in this Draft Red Herring Prospectus which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from the expectations include, among others:

• General economic and business conditions in the markets in which we operate and in the local, regional and national and international economies;

• Changes in laws and regulations relating to the industries in which we operate; • Increased competition in these industries; • Our Company’s ability to successfully implement the growth strategy and expansion plans, and to

successfully launch and implement various projects and business plans for which funds are being raised through this Issue;

• Our ability to meet capital expenditure requirements;

• Fluctuations in operating costs;

• Unanticipated variations in the duration, size and scope of the projects;

• Our ability to attract and retain qualified personnel;

• The effect of wage pressures, seasonal hiring patterns and the time required to train and productively utilize new employees;

• Changes in political and social conditions in India or in other countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

• Any adverse outcome in the legal proceedings in which we are involved.

For a further discussion of factors that could cause our actual results to differ, see the sections titled “Risk Factors” “Business Overview” and “Management Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 12, 80 and 213 of this 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. Neither we nor the Book Running Lead Managers, nor any of its respective affiliates have any obligation 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, we and the Book Running Lead Managers will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.


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SECTION II - RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making any investment decision relating to the Equity Shares. If any of the following risks actually occur, the business, operations, financial condition and prospects could suffer and the market price of the Equity Shares could decline, and you may lose all or part of your investment. These risks and uncertainties are not the only issues that the Company faces; additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial may also have a material adverse effect on the Company’s business, results of operations and financial condition. To obtain a complete understanding, this section should be read in conjunction with the sections titled “Business Overview” and “Management Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 80 and 213 of this Draft Red Herring Prospectus. Prior to making an investment decision, prospective investors should carefully consider all the information contained in this Draft Red Herring Prospectus, including the financial statements included in this Draft Red Herring Prospectus starting from page 143. The financial data in this section is as per the Company’s restatedfinancial statements prepared in accordance with Indian GAAP. Note:

(1) Unless specified or otherwise stated in the relevant risk factors set forth below, our Company is not in a position to quantify the financial or other implications of any risks mentioned in this section.

(2) The numbering of the Risk Factors has been done to facilitate ease of reading and reference and does not in any manner indicate the materiality of one risk factor over another.

Materiality The risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality:

� Some events may not be material individually, but may be found material collectively. � Some events may have material impact qualitatively instead of quantitatively. � Some events may not be material at present but may have material impact in the future.

The risk factors are as envisaged by the management. Wherever possible, the financial impact of the risk factors has been quantified. INTERNAL RISK FACTORS AND RISKS RELATING TO THE BUSINESS Director litigation 1. There are certain criminal proceddings initiated against one of our Directors, Mr. Jayesh Parmar, which are as

follows:

Particulars No. of cases/disputes

Approximate amount involved where quantifiable

Criminal proceedings initiated by the Assistant Registrar of Companies, West Bengal under section 233 of the Act for illegularities in certain balance sheets of M/s Binani Cements

5 Not quantifiable

For details on the criminal proceeding please refer to section titled “Outstanding Litigations, Material Developments and Other Disclosures”beginning on page 229 of this Draft Red Herring Prospectus.


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2. We are a party to certain legal proceedings that, if decided against us, could have an effect on our business and results of operations. Classification of these legal and other proceedings instituted against our Company are given as follows.



Show cause notices issued from the income tax, service tax, customs and excise departments

4 Rs. 1,452.46 Lacs

3. Our relationship with Wincor Nixdorf, POSTEC and FFM contribute substantially to our business. We are also

dependent on the continuance of the said arrangements and those with other global suppliers for the implementation of our existing customer contracts. We have business arrangements with Wincor Nixdorf, POSTEC and FFM for supply of goods for our business. Wincor Nixdorf, POSTEC and FFM collectively contributed 70.90%, 65.00% and 70.66% of the total raw materials consumed and products traded by us for FY 2010, FY 2009 and FY 2008 respectively. Further, majority of our contracts with our customers relating to the supply of products from Wincor Nixdorf, POSTEC and FFM are based upon the continuance of the arrangements with them. The termination or cessation of our relationship with Wincor Nixdorf, POSTEC and / or FFM for any reason whatsoever, would have a material adverse impact on our business, financial condition and results of operations. Further, the termination of the said arrangements may cause us to default on our obligations under various customer contracts and in turn render us liable for breach of contract, damages and various legal proceedings. Further, we have also entered into other distributorship arrangements with foreign entities for supply of various products for our business in India. Our ability to operate our business is dependent on our ability to maintain the business relationship with the existing global suppliers or to renew the arrangements upon their scheduled expiration or to achieve certain targets as mutually agreed with the global suppliers. In the event, the arrangements with the global suppliers including arrangements with Wincor Nixdorf, POSTEC and FFM are not renewed, we will have to find new suppliers who would supply the appropriate goods for our business and in the event we are unable to find new suppliers, it can have a material adverse effect on our business. For details on the arrangements with our suppliers please refer to section titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus.

4. Our agreement and arrangement with Wincor Nixdorf is on a non-exclusive basis.

Our agreement with Wincor Nixdorf is on a non-exclusive basis. We procure substantial amount of products from Wincor Nixdorf for our business and if Wincor Nixdorf supplies its products to other parties, it may adversely affect our business and financial conditions.

5. Recovering costs for expenditures incurred to act as semi autonomous IAD’s may take time depending upon the number of transactions at various ATM sites.

Our new initiative to act as semi-autonomous IADs involve capital expenditure and upfront operating expenses for setting up ATM sites. The costs incurred by us for setting up the ATM sites may take time to recover which is dependent on the number of transactions taking place at the various ATM sites. If there are less number of transactions at a particular ATM site for whatever reason, the same will result in our Company losing revenue from such site thereby increasing the time period to recover costs of setting up the ATM sites and simultaneously having a material adverse impact on the business of our Company.


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6. We have limited operating history in our new role as semi-autonomous independent ATM deployers (“semi

autonomous IAD”), for which we are primarily raising money through the Issue. We are currently working towards a new initiative to act as semi-autonomous IADs and the activities to be carried out under this new role forms a part of the object of this Issue. We have no significant operating history in this new venture from which our future prospects and viability can be evaluated. Our inability to effectively develop and operate the semi autonomous IAD business could adversely affect our business prospects, financial condition and results of operation.

7. Our new role as semi autonomous IAD will require us to take ATM sites on rent thereby increasing our expenses and liability for site identification, payment of fees and other expenses towards the ATM sites and any other claims which may arise from such transactions.

Our role as semi autonomous IADs will increase our liability and obligations with respect to ATM site identification, entering into agreements with third parties for taking these ATM sites on rent, making payments towards fees and other expenses for such sites and any other obligations which may be imposed on us under the agreements with the third parties. In the event we are unable to carry out any obligations under these agreements, the third parties may make such claims against us which may adversely affect our financial conditions and business operations.

8. Under the semi autonomous IAD model we may be held liable by the bank for loss/ theft of cash in transit and

also during the time the cash is stored in the vaults till such time the cash is replenished in the ATMs.

We may be held liable for loss/ theft of cash from the time the cash is handed over by the bank to any cash replenishment agency engaged by us for the purpose of collecting, picking up, storing in the vault and carrying the cash from the bank to the ATMs or at the time of replenishment of such cash in the ATMs. In the event there is any claim against us for such loss/ theft of cash the same may adversely affect our financial conditions and operating results.

9. We are yet to finalise ATM sites for all the ATM’s to be installed under the ATM Network Deployment and Management Agreement between our Company and AXIS Bank Limited dated March 15, 2010 and the Addendum Agreement between our Company and AXIS Bank Limited dated June 21, 2010. Under the abovementioned agreements, our Company is required to locate 1607 ATM sites to install the ATM’s for Axis Bank Limited. Currently we have located only 66 ATM sites and we are still in the process of locating 1541 ATM sites as proosed under the “Objects of the Issue”. In the event we are unable to locate the ATM sites we will be unable to adhere to the provisions of the above agreements which may result in a breach of the above mentioned agreements which can have a material adverse effect on our business expansion plans. For details on the above please refer to section titled “Objects of the Issue” and “Business Overview”

10. We are subject to certain restrictive covenants under the Co-operation Agreement with Wincor Nixdorf.

As per the terms of the Co-operation Agreement with Wincor Nixdorf, we are restricted from marketing, selling or promoting products of a third party supplier or those that compete with the products supplied by Wincor Nixdorf, whether local or imported as the same can be supplied only after providing Wincor Nixdorf with a prior written notice of 3 (three) months for the same. Non-compliance of the provisions under the agreement shall entitle Wincor Nixdorf to revoke/terminate the agreement and/or exercise any other rights under the agreement and/or under applicable laws. The termination of the agreement with Wincor Nixdorf would have a material adverse impact on our business, financial condition and results of operations.


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11. We may be exposed to the risk of increase in price of products which we purchase from our global suppliers which in turn would increase our product prices which are sold to our customers, reducing orders from our customers.

We are exposed to the risk of increase in price of products purchased from our global suppliers. In the event there is an increase in the purchase price, the selling price of our products may also increase to that extent. Such increase in procurement cost may impact our margins and / or our purchase orders. Our products are sold at a fixed price based on the orders placed by our customers. Any variance in cost of the products due to increase in taxes or other charges cannot be recovered from the customers since the orders are placed on a fixed price basis and such additional costs will have to be borne by our Company which may have a material adverse impact on our financial condition and business operations.

12. Our business in certain segments including petroleum and banking is dependant on securing tenders.

Some of our customer orders especially in petroleum and banking segments are based on tenders. With the rise in competition in these segments, we may face the risk of being outbid by a competitor on the aspects of pricing and other terms of the tender. Hence, in such tenders there is limited scope for negotiations which may adversely affect our financial conditions and business operations.

13. We may be held liable for claims of or from customers on account of any defects in the services or manufacturing defects in the products supplied to our customers / clients including penalty for delay in implementation of contracts with customers.

We have entered into contracts with our customers whereunder we are required to provide a variety of services. In the event of any loss caused to our customer on account of an act or omission by us and such act or omission being a breach of the customer agreement, we may be held liable for the same and may be required to make good such losses, pay damages etc, which in turn could have an adverse effect on our financial results and business prospects. Further, we may be exposed to warranty and other claims for manufacturing defects in the products supplied under certain customer contracts including warranty for any software provided by us to our customer. In the event of any of our customers claiming that there are defects in the products, we may be subject to damages and other costs, which may adversely affect our financial conditions, business and reputation. Further, the contracts with our customers are generally time bound and contain provisions which may attract payment of penalty to the customer in the event there is a delay in delivery or services. Failure to adhere to contractually agreed timelines for reasons other than for force majeure events could make us liable to pay penalty and/or lead to forfeiture of security deposits, etc. which may adversely affect our financial conditions and results of operation.

14. Our business is dependent on our continuing relationship with our customers.

Our business is dependent on a continuing relationship with our customers. Any reduction or interruption in the business from customers, or a substantial decrease in orders placed by customers may have an adverse impact on the revenues and operations of our Company. Our business may also be materially affected if there is a slow down in the business of our customers due to which there is a reduction of orders placed by our customers

15. Our business relating to the banking sector is highly dependent on the regulatory framework and policies

framed by the Reserve Bank of India (“RBI”) from time to time applicable to banks with respect to setting up of ATMs.


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Our business of supply, installation and maintenance of ATMs is highly dependent on the regulatory policies framed by RBI from time to time which are applicable to banks with respect to setting up of ATMs. In the event of any change in policies by the RBI which may either restrict the banks from utilising the assistance of third parties/service providers including semi-autonomous independent ATM deployers for installation and maintenance of ATMs or restricts the number of ATMs which can be set up by the banks, the same shall have a material adverse effect on the business including financial conditions and operating results.

16. Our intended use of proceeds from the Issue has not been appraised by any bank or financial institution.

The proceeds being raised through the Issue are intended to be utilised for acting as semi autonomous IAD’s, setting up command centres, cash management branch offices and setting up financial transaction processing switch. The proposed activities and expenditure for which the proceeds are being raised through this Issue have not been appraised by any bank or financial institution and the requirement of proceeds are based primarily on management estimates. There is no guarantee that our management estimates will prove to be accurate and any significant deviation in the projected estimates could adversely impact our operations and financial conditions.

17. Our Company is yet to finalize 4 premises for setting up the currency management vaults for the Objects of the Issue. We are in the process of locating and finalizing 4 premises to set up our currency management vaults for storing money which shall be in transit to be deposited at the various ATM sites. Currently, we have located and finalized only 2 premises for the said purpose. In the event we are unable to locate the additional places it will be difficult to manage all the cash in transit as proposed in the “Objects of the Issue” which can have a material adverse effect on our business expansion plans. For details on the proposed cash management vaults and the property documents please refer to section titled “Objects of the Issue” and “Business Overview” respectively.

18. Our Company is proposing to use 2 premises at TTC Industrial Area, Mhape for the purpose of starting the command centres as proposed in the Objects of the Issue which have been allotted to Mr. Ravi B. Goyal, as proprietor of Advanced Graphic Systems and not allotted to our Company. We are proposing to use 2 premises situated at EL 82 and 83 at TTC Industrial Area, Mhape for starting our command centre. The possessions of the said premises have been given to Mr. Ravi B. Goyal, as proprietor of Advanced Graphic Systems. The handing over of the legal title to the said premises to Mr. Ravi B. Goyal, as proprietor of Advanced Graphic Systems shall be pursuant to the execution of an agreement between MIDC and Mr. Ravi B. Goyal which is still in the process of finalisation. Once the agreement is executed by Advanced Graphic Systems, they shall seek permission from MIDC to lease the said premises to our Company for the proposed command centre. In the event Advanced Graphic Systems receives the consent then we shall execute a lease agreement with Advanced Graphic Systems for the said premises. However, in the event we do not receive the consent from MIDC we will be unable to start our operations of the command centre in the said premises which shall have a material adverse effect on our business and the expansion plans. For details on the proposed command centre and the property documents please refer to section titled “Objects of the Issue” and “Business Overview” respectively.

19. Non compliance of certain terms of the lease agreement with MIDC relating to premises situated at Business Millennium Park, block ‘A’ Unit Nos. 19, 20 & 21 ground floor, building no. 2 (A-3) in sector 1 in the TTC Industrial Area, Thane District

MIDC has, vide lease agreement dated August 11, 2006, given to us on lease, premises situated at Business Millennium Park, block ‘A’ Unit Nos. 19, 20 & 21 ground floor, building no. 2 (A-3) in sector 1 in the TTC Industrial Area, Thane District. As per the terms of the said lease agreement, we are required to obtain the consent of MIDC, prior to transfer of any interest in the premises. We have not complied with the said condition


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and neither have we obtained any no-objection certificate from MIDC for mortaging the said premises in favour of lender banks. The non-compliance with the above condition may entitle MIDC to terminate the lease agreement thereby, adversely affecting our business, operations and financial conditions.

20. Documents pertaining to certain immovable properties occupied on license basis suffer from irregularities in

title.

The leave and license agreements pertaining to some of our premises including our registered office have not been registered under the provisions of the Registration Act, 1908 and/or have not been stamped in accordance with the applicable stamp acts. Consequently, the said documents may be inadmissible as evidence in a court of law, unless the defects are rectified.

21. Most of our facilities and offices are situated on leasehold properties and we are subject to the risks, including non-renewal, termination and disputes, associated with such contracts.

We have entered into lease / leave and license agreements for most of our manufacturing facilities and offices. These agreements may not be renewed when they expire and in some events may be terminated prior to their expiration. Moreover, since the arrangements are subject to renewal from time to time on mutually agreeable terms, there may be an increase in lease rentals payable. Failure to renew the said lease agreements would adversely impact our revenues from business operations, financial condition and profitability. For further details in respect of the said lease agreements please refer to the section titled ‘Business Overview’ beginning on page 80 of this Draft Red Herring Prospectus.

22. We are subject to foreign currency exchange rate fluctuations.

During FY 2010, we have incurred expenses in foreign currency amounting to approximately INR 153.21 Lacs. Such expenses have been incurred in purchasing products from our global suppliers at prices which were mutually decided between us and our suppliers. Changes in the value of currencies with respect to the Rupee may cause fluctuations in our operating results expressed in Rupees, and a possible appreciation of the foreign currencies with respect to the Rupee may have an unfavorable impact on such results. We have further incurred expenses towards capital goods while acting in the capacity as a semi autonomous IAD in foreign currency which is also exposed to currency fluctuations. In the course of normal business, we may cover foreign exchange risks using standard market instruments, however, we cannot assure that we will be able to effectively mitigate the adverse impact of currency fluctuations on our operating results. Fluctuations in the value of the INR to other currencies may impact our Company’s revenue, cost of sales and services and operating margins and may result in foreign currency losses. However, our Company has not adopted any method or means to hedge such fluctuation risks. Given the volatile currency market, hedging strategies may be required to eliminate the potential loss that might accrue due to currency market fluctuations.

23. We have not made any Overseas Direct Investment (“ODI”) filings with the RBI for the investment made by us in our subsidiary which is incorporated in Singapore.

We subscribed to 100 shares of AGS Infotech Singapore Pte Limited, our wholly owned subsidiary on March 6, 2009. Pursuant to investing in the shares of the subsidiary we have not made any ODI filings as required under the regulations prescribed by RBI. In the event we do not make the requisite filings we may be liable to face compounding charges for such non-compliance. Any penalty imposed on us for such compounding charges may have a material adverse effect.

24. Some of our trademarks and copyrights have not been registered. Consequently we may not be able to effectively protect our intellectual property.

We have filed applications for our trademarks and copyrights which are pending with the relevant authorities. Further, there is no assurance that the applications will be approved by the relevant authorities. In addition, our


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applications for the registration of such trademarks and copyrights may be opposed by third parties. In the event we are not able to obtain registrations in respect of such trade mark and copy right applications, we may not be able to obtain statutory protections available under the Trade Marks Act, 1999 and the Copyright Act, 1957, as otherwise available for registered trademarks and copyrights. Consequently, we are subject to the various risks arising out of the same, including but not limited to infringement or passing off our name and logo by a third party. Except as mentioned above, we have not applied for any other form of intellectual property protection. For details on the trademark and copyright applications, please refer to the section titled “Business Overview” beginning on page 80 of this Draft Red Herring Prospectus.

25. We have certain oppositions from third parties for certain trade mark applications which have been made.

One of our trademark applications bearing application no. 1547506 filed on April 9, 2007 for the label “Kisan ATM” has been opposed by a third party bearing opposition no. 733364. For further details on the trademark applications please see section titled “Government Licenses and Approvals” on page 234 of this Draft Red Herring Prospectus.

26. Most of the trademarks used by us are either registered in the name of our Promoter, Mr. Ravi B. Goyal or an application for registration has been made in the name of Mr. Ravi B. Goyal.

We have executed a License of Use of Service and Trademarks dated September 15, 2009 and Addemdum Agreement dated September 21, 2010 with Mr. Ravi B. Goyal (“License Agreement”) for use of certain trademarks which are either registered in the name of Mr. Ravi B. Goyal or an application for registration has been made in the name of Mr. Ravi B. Goyal. The License Agreement entitles Mr. Ravi B. Goyal to terminate the agreement by giving us prior written notice of 4 months. In the event Mr. Ravi B. Goyal terminates the License Agreement, we will be unable to use the trademarks specified in the License Agreement for the purpose of our business which may result in a material loss to us. For details on the License Agreement and the trademarks used by us please see sections titled “History and other Corporate Matters” and “Government/Statutory and Business Approvals” beginning on pages 111 and 234 respectively of this Draft Red Herring Prospectus.

27. We are yet to apply for certain approvals with respect to our existing operations and there are certain approvals for which we have made an application but have not received any approvals.

We are yet to apply for certain statutory and regulatory licenses for our operations and there are certain approvals for which we have made an application but have not received any approval for the same. A summary of such approvals has been provided in the section titled “Government/ Statutory and Business Approvals” beginning on page 234 of this Draft Red Herring Prospectus. The licenses and approvals required to be obtained by us for the purpose of carrying on our existing and proposed businesses are granted by governmental or statutory authorities. The grant of these licenses and approvals are affected under the due processes and procedures as prescribed by the applicable governmental/ municipal rules and regulations. Further, the grant of the licenses are contingent upon the satisfaction of certain norms and conditions as may be prescribed by the relevant authority as well as an inspection of the facilities of the Company. Consequently, there may be a substantial amount of delay in the receipt of the required approvals. Failure or delay in obtaining these approvals or consents may result in the appropriate authorities initiating penal action against us, restraining our operations, imposition of fines/ penalties or initiating legal proceedings. Consequently, failure or delay to obtain the above approvals could adversely affect our business, financial condition and operating results.


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Further, we are still in the process of intimating the relevant authorities of the change in the name of our Company.

28. We have contingent liabilities under Indian Accounting Standards, which may adversely affect our financial condition.

Our contingent liabilities for the last three Fiscals as per our unconsolidated financial report are as follows:

(Rs in Lacs)

Contingent Liabilities: Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Claims Against the company not acknowledged as debts

Tax Matters in dispute under appeal 19.75 19.75 19.75

Others (demands from the custom department & service tax)

1,330.88 1,330.88 -

29. We have been promoted by first generation entrepreneurs.

Our Promoter is a first generation entrepreneur and does not hail from a family of industrialists. His experience in managing and being instrumental in the growth of a company such as ours is limited to the extent of his individual knowledge, experience and expertise and we cannot assure that this will not affect our business growth.

30. Our team of key managerial personnel (“KMP”) is critical to our continued success and the results of our

operations may be adversely affected by the departure of any key managerial personnel.

Our business operations are dependant on the continuance and performance of our team of key managerial personnel. Competition across all industries may lead to difficulties in retaining our existing team of key managerial personnel or attracting new key management personnel in the future. Further, some of our KMP’s are not on our payrolls and are acting in the capacity of a consultant. The loss of the services of our team of key managerial personnel may impair our ability to effectively manage and expand our business and may adversely affect our results of operation and financial conditions. For details on the key managerial personnel, please refer to the section titled “Management” beginning on page 123 of this Draft Red Herring Prospectus.

31. Our Company has taken unsecured loans from our Promoter which may be recalled at any time.

Our Company has availed unsecured loans of Rs. 148.75 Lacs. Unsecured loans are repayable on demand and may be recalled by our Promoter at any time without notice, or with short notice, upon default or otherwise. If our Promoter exercises his right to recall the said loan, it could have an adverse affect on the financial position of our Company.

32. Some of our Directors and KMPs are interested in our Company in addition to the remuneration and

reimbursement of expenses and employment related benefits. Our Promoter and one of our KMPs, Mr. Sunil Udupa are interested to the extent of certain contracts, agreements/arrangements entered into with our Company. For details please refer to section titled “Management” beginning on page 123 of this Draft Red Herring Prospectus.

33. Any future issuance of Equity Shares may dilute your shareholding and sales of our Equity shares by our Promoter or other major shareholders may adversely affect the price of our Equity Shares.


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The nature of our business is such that we may require further infusion of funds to meet the capital needs and future growth plans, which the Company may not be able to procure. Further, our business may also require us to plan capital restructuring and / or business restructuring in the Company and / or its subsidiaries. Any future equity offerings by the Company or its Promoter or major shareholders to raise capital for future growth or towards capital restructuring may lead to dilution of equity and in turn may affect the price of our Equity Shares.

34. We may fail to attract and retain trained employees as competition for skilled personnel is intense.

The industry in which we operate is dependent on the quality of people and our success depends largely upon our ability to attract, hire, train and retain qualified employees, including our ability to attract employees with required skills in the geographic areas in which we operate. In the event that we are unable to retain our existing employees or attract new talent, the future of our business and operations may be adversely affected.

35. We may be held liable for any wrongful acts or omission of our employees or third party contractors while they

are rendering their services for us.

We are at the risk of being held liable for any wrongful act or omission of our employees or third party contractors engaged by us for our business while they are rendering their services for us. Such liability may lead to imposition of penalty and/ or legal action against us which may adversely affect our financial conditions and results of operation.

36. Our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees or other disputes with our employees.

We believe that none of our employees are affiliated with any labor unions. However, there can be no assurance that our employees will not form a union, join any existing union or otherwise organize themselves into a union. In the event our employees organize themselves into a union or join any union and go on strikes, stop work or make such demands which the management cannot fulfill our business including financial conditions and results of operation may be adversely affected..

37. We are subject to restrictive covenants in certain debt facilities provided to us by our lenders.

There are restrictive covenants in agreements we have entered into with certain banks for borrowings. These restrictive covenants require us to seek the prior permission of the said banks for various activities, such as effecting any change in the capital structure, declaration of dividends for any year except out of profits relating to that year, implementing any scheme of expansion or acquire fixed assets, enter into borrowing arrangements with any bank/FI/company, issuing new securities, changing the management, merger, consolidation, sale of assets, creating subsidiaries or making certain investments, and certain financial covenants may limit our ability to borrow additional money or to incur additional liens. We have been able in the past to obtain required lender consents for desired actions, but there can be no assurance that such consents will be obtained in the future.

38. Our assets have been charged in favour of our lenders.

We have availed of financial assistance and credit facilities from various banks and financial institutions. As security for such financial assistance and credit facilities, the lenders have created a charge on our assets. In this regard, our Promoter and one of our directors have furnished personal guarantees in favor of the lenders. Failure to repay the loans or adhere to the terms and conditions of the loan agreements, the lenders inter alia, have the right to dispose off the assets charged. Consequently, in the event we are in breach of the loan agreements, the ensuing rights available to the lenders may adversely affect our business and operation.

39. Our insurance coverage may not adequately protect us against certain operating hazards.


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Operating and managing our business involves many risks that may adversely affect our operations. To cover ourselves against such risks we have obtained various insurance policies. We maintain general liability insurance coverage in relation to our assets, stocks, and properties. We believe that our insurance coverage is generally consistent with industry practice. We have also maintained insurance coverage as specified under certain agreements executed with customers. However, to the extent that any uninsured risks materialize or we fail to effectively cover ourselves for any risks, we could be exposed to substantial costs and losses that would adversely affect results of operations. In addition, we cannot be certain that our 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 claims. A successful assertion of one or more large claims against us 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 co- insurance requirement, could adversely affect our results of operations. For details on the insurance policies, please refer to section titled “Business Overview” beginning on page 80 of this Draft Red Herring Prospectus.

40. We may not be able to keep pace with the changing technology affecting our industry including keeping pace with superior technology which may be developed by our competitors and other players in the industry. Our management believes that our business is based on technology which may be subject to technological changes periodically. We cannot guarantee that our revenue model would not undergo any change, if there are sustained innovations/ technological advancement to our line of business incuding the industry in which we operate. Besides we may not be able to eliminate, sustain technological advantage that it may currently enjoy over its competitors or render our technology obsolete. Our failure to improve the existing technology with the changing times and requirements or to respond in a timely manner to changing market dynamics or client requirements would have a material adverse affect on its business, prospects, financial conditions and results of operations.

41. The Company’s revenues and profits are difficult to predict and may vary considerably from quarter to quarter. The Company’s historical financial data may not be an indicator of future performance.

The Company’s revenues may fluctuate in the future, depending upon the demand from our customers/ clients Our total operating expenses of the Company’s business, particularly towards wages and facility costs, are fixed in nature for any particular quarter and are incurred whether contracts/ purchase orders for products are booked or not. As a result, any shortfall in order bookings or execution; may cause significant variations in the operating results in any particular quarter and could have a material adverse effect on the Company’s business, growth, financial condition and results of operations. Our financial statements are not indicative of the level of revenues we expect to earn and the expenditures we expect to incur in the future and will not be indicative in any way of our future profitability.

42. Any penalty or action taken by any regulatory authorities in future for non-compliance of Section 383A of the

Companies Act, 1956 could impact financial position of the Company to that extent.

Our Company has not complied with the provisions of Section 383A of the Companies Act, 1956 during the period beginning March 31, 2006 till September 16, 2010 (for 4 years 6 months) as the Company had not appointed any Company Secretary during the said period. Thereby there was a non-compliance of Section 383A of the Act for a total period of 4 years 6 months. This may attract a liability as per the provisions of the Act. No show cause notice in respect of the above has been received by the Company from the office of Registrar of the Companies till date. We have suo moto filed a compounding application with the ROC in Form 61 on September 17, 2010 and we are in the process of filing the compounding petition shortly. Any penalty imposed for such non-compliance in the future by any regulatory authority could affect our financial conditions to that extent.


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43. We have entered into and will continue to enter into related party transactions.

We have entered into transactions with several related parties, including our Promoter, Directors and group companies. Whilst we believe that all such transactions have been conducted on an “arm’s length basis”, there can be no assurance that we could not have achieved more favorable terms had such transactions not been entered into with related parties. Furthermore, it is likely that we may enter into related party transactions in the future. There can be no assurance that such transactions individually or in the aggregate, will not have an adverse effect on our business and results of operations. For details on related party transactions, please refer to “Financial Statements – Related Party Transactions” beginning on page 141 of this Draft Red Herring Prospectus.

44. The Company does not have a track record for payment of dividend on equity shares.

The Company has not declared or paid any cash dividends on the Equity Shares in the past. The amount of future dividend payments, if any, will depend upon the Company’s future earnings, financial condition, cash flows, working capital requirements, capital expenditures and other factors including recommendation of our Board of Directors.

45. Increase in interest rates for loans availed by us from banks may adversely impact our results of operations.

The loans availed by us are subject to payment of interest. We are exposed to the risk of increase in interest rates by the banks for repayment of the loans availed by us. Any increase in expenses to be incurred by us while paying interest on the loans availed may have a material adverse effect on our business prospects, financial condition and result of operations.

46. There exists a potential conflict of interest between our Company and certain ventures promoted by our Promoter. One of group entity, Advanced Graphic Systems and Fillon Technologies Limited are in the business of providing colour solutions. Even though Advanced Graphic Systems and Fillon Technologies Limited provide colour solutions using different technologies, there is a potential conflict of interest in the future due to similar nature of business.

47. We have presence in multiple domains which may result in lack of concentration and time to any one domain by the management of our Company

We have presence in multiple domains i.e. banking, retail, petroleum and colour solutions and have the necessary people and skill set across these domains. Although such diversification limits the risk of fluctuation in our profitability in any of these domains, it could also result in lack of concentration and time to any one domain by our management. This may result in loss of existing clientele which may adversely affect our business including financial conditions and operating results.

48. One of our Group Company, Instrumental Research Associates Pvt. Ltd. is a party to certain legal proceedings

that, if decided against them, could have an effect on their business and results of operations. Classification of these legal proceedings instituted against the company is given as follows.



Labour disputes raised by the Karnataka Worker Union against our Group Company, Instrument

4 Not quantifiable


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49. Certain Group Companies/ventures have incurred losses during recent financial years.

(Rs. in Lacs) Name of Group Company Profit/ (Loss) After Tax for period

Fiscal 2010 Fiscal 2009 Fiscal 2008

AGS Sundyne Technologies Private Limited

(58.69) (87.80) (17.85)

Instrument Research Associates Private Limited

(264.04) (88.30) (47.82)

50. Our subsidiaries have suffered loss during the recent financial years.

Name of subsidiary Profit/ (Loss) After Tax for period


India Transact Services Private Limited (wef April 1, 2010) Rs. in Lacs

(81.73) (65.60) (5.35)

AGS Singapore Pte Limited (wef March 6, 2009)

(3200) Singapore Dollars* (Rs. 1.07 Lacs)

NA NA

*Source: 1 Singapore Dollar = Rs. 33.45 for the profit and loss account

EXTERNAL RISK FACTORS

51. The Company is subject to various Indian taxes and it avails certain benefits offered by the Government of India.

Taxes and other levies imposed by the Government of India and/or the State Governments that may affect our industry include: income tax; customs duties; central and state sales tax and other levies; value added tax; entry tax; turnover tax; service tax; and other new or special taxes and surcharges introduced on a permanent or temporary basis from time to time.

52. Terrorist attacks and other acts of violence or war involving India and other countries could adversely affect

the financial markets and our business.

Regional or international hostilities, terrorist attacks or other acts of violence of war could have a significant adverse impact on international or Indian financial markets or economic conditions or on Government policy. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and on the market price of our equity shares.

53. Our operations can be adversely affected by natural calamities

Our operations are dependent on our ability to protect our places of business including our corporate offices, manufacturing and staging centres and godowns from natural calamities like fire, flood, earthquakes etc. The occurrence of a natural disaster or any other unanticipated problems at our places of business could adversely affect our business operations, financial conditions and profitability.

54. Valuation methodology and accounting practice in our industry may change.

Presently there is no standard valuation methodology for companies involved in our industry. Further, there are no listed companies which are carrying out activities similar to ours. Current valuations may not be reflective of future valuations within the industry and there may not be any benchmark for valuation methodolog. Further, current valuations of other listed companies may not be comparable with ours.

Research Associates Private Limited


24

55. An economic downturn may negatively impact the Company.

The Company’s revenues are largely dependent on corporate expenditure on IT infrastructure and facilities. Any economic slowdown may affect the economic health of these companies restricting their IT expenditure. In the event of an economic slowdown the customers may reduce or postpone their contracts, thereby negatively impacting the revenue and profitability.

56. Political, economic and social developments in India could adversely affect our business.

We derive virtually all of our revenues from India. Our operations and financial results and the market price and liquidity of our equity shares may be affected by changes in Indian Government policy or taxation or social, ethnic, political, economic or other developments in or affecting India. It is possible that future civil unrest as well as other adverse social, economic and political events in India could have an adverse impact on us.

57. Volatility of share prices on listing.

After this Issue, the price of our Equity Shares may be highly volatile, or an active trading market for our Equity Shares may not develop. The prices of our Equity Shares on the Stock Exchanges may fluctuate as a result of several factors, including:

• Volatility in the Indian and global securities market; • Our results of operations and performance, in terms of market share; • Performance of the Indian economy; • Changes in Government policies;

• Changes in the estimates of our performance or recommendations by financial analysts; • Significant developments in India’s economic policies; and • Significant developments in India’s fiscal regulations

58. Change in India’s debt rating.

Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business and could materially effect our future financial performance, and the trading price of our equity shares

Prominent Notes:

i. The net worth of the Company as of March 31, 2010 was Rs. 7,133.88 Lacs based on standalone restated financial statements of our Company.

ii. Issue is of 62,50,000 Equity Shares of the face value Rs. 10 each at a price of Rs. [●] per Equity Share for cash at a

premium aggregating Rs. [●] Lacs. iii. As on the date of filing of this Draft Red Herring Prospectus, the average cost of acquisition of Equity Shares by

the Promoter is as follows:

Name of the Promoter Average cost of acquisition (Rs.)

Mr. Ravi B. Goyal 2.67 iv. The net asset value per Equity Share as on March 31, 2010 was Rs. 142.68 based on standalone restated financial

statements of our Company. v. Except as disclosed in this Draft Red Herring Prospectus, none of the Directors have any interest in the Company

except to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, member, partner and/or trustee and to the extent of the benefits arising out of such shareholding. Further, the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or


25

to be entered into by them with any company in which they hold directorships or any partnership firm in which they are partners.

vi. We have not changed the name of our Company except the change to AGS Transact Technologies Private Limited

with effect from June 3, 2010. Our Company was then converted into a public limited company and its name was changed to AGS Transact Technologies Limited with effect from July 20, 2010.

vii. Except as disclosed in this Draft Red Herring Prospectus, there has been no other financing arrangements

whereby the Promoter, his relatives, promoter group, the directors of our Company and their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing this Draft Red Herring Prospectus with SEBI.

viii. Investors may contact the BRLMs or the Compliance Officer for any complaints, information or clarifications

pertaining to the Issue. ix. Investors are advised to refer to the section titled “Basis of Issue Price” beginning on page 58 of this Draft Red

Herring Prospectus. x. Except as disclosed in the DRHP none of the Group Companies have any interest in our Company. For further

details please refer to the notes to the financial statements relating to related party transactions in the section titled “Related Party Transactions” on page 141 of this Draft Red Herring Prospectus.

xi. All information shall be made available by the BRLMs and our Company to the public and investor at large and

no selective or additional information would be available for a section of the investors in any manner whatsoever. xii. No part of the Issue proceeds will be paid as consideration to the Promoter, Promoter Group, Directors, key

management employee, associate companies, or Group Companies.

xiii. Trading in Equity Shares of our Company for all the Investors shall be in dematerialized form only. xiv. Except as disclosed in this Draft Red Herring Prospectus, the Company has not capitalized its reserves till date.


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SECTION III – INTRODUCTION

SUMMARY OF THE INDUSTRY & BUSINESS OF THE COMPANY Investors should note that this is only a summary and it does not contain all information that should be considered before investing in our Company’s equity shares. You should read the entire Draft Red Herring Prospectus, including the information in “Risk Factors” and the “Financial Statements” and related notes on pages 12 and 143, respectively, before deciding to invest in our Company’s equity shares. Industry Overview The Indian ATM industry The first ATM’s were introduced into India by banks, also known as deployers, in 1988. Banks installed proprietary machines that catered to the needs of their retail customers and charged them high charges to use this service. Up till 1997, ATM additions grew at a lackluster pace precisely because of this cost. However, the introduction of the first shared ATM cash network in 1997 changed the face of the industry. Cash networks allowed retail customers of individual networked banks to use an ATM of another bank thereby reducing the dependence of belonging to a bank with a large ATM network. While the transaction costs were still high, this allowed the customer to use the ATM card more frequently and efficiently. Between 1997 and 1998, ATM deployment grew at a rate of 160% and numbers almost doubled year-on-year in absolute terms on the back of the proliferation of these networks. There are a number of factors driving future growth:

• The unabated increase in cash transactions

• Reduced costs of delivering services to customers and increased number of branches • The increasing functionality of the ATM • Evolution of offsite installations

• Improvements in communications and IT • Conducive Regulatory Environment • The role of the Semi–Autonomous Independent ATM Deployer (IAD) • Replacement cycle

Overview of the Indian Retail sector For the 4th time in five years, India has been ranked as the most attractive nation for retail investment among 30 emerging markets by the US-based global management consulting firm, A T Kearney in its 8th annual Global Retail Development Index (GRDI) 2009. India remains among the leaders in the 2010 GRDI and presents major retail opportunities. India's retail market is expected to be worth about US$ 410 billion, with 5 per cent of sales through organized retail, meaning that the opportunity in India remains immense. Source: India Brand Equity Foundation, www.ibef.org Retail should continue to grow rapidly—up to US$ 535 billion in 2013, with 10 per cent coming from organised retail, reflecting a fast-growing middle class, demanding higher quality shopping environments and stronger brands, the report added. Bharti Retail strengthened its position in northern India by opening 59 stores, Bharti Wal-Mart is expected to open 10 to 15 wholesale locations in the next three years, and Marks & Spencer is considering plans to open additional outlets in the next few years. Overview of the Indian Coatings Sector The Indian coatings Industry is over 100 years old and accounts for about 3.9% of the global coatings market. It is worth Rs 1,54,000 million and has a volume of around 1.6 million tones. The per capita consumption of about 1.35 kg. Growth of the Indian coatings industry is directly proportional to GDP growth as a result of the key growth driver being infrastructure and construction. With future GDP growth expected to be over and above 8% levels, the industry growth rates are likely to move in a positive direction. On account of the fiscal incentives given by the government to the housing sector, the architectural paints are expected to witness higher growth going forward.


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This will fuel the Point-of –Sale tinting sector. Domestic and global auto majors have long term plans for the Indian market, which augur well for automotive paint manufacturers. Increased industrial paint demand, especially powder coatings and high performance coatings will also propel growth in medium term. Source: Snapshot of Indian Coatings Industry, Color Publications Pvt Ltd Overview of the Indian Petroleum fuel dispensing business The oil and gas industry has been instrumental in fuelling the rapid growth of the Indian economy. The petroleum and natural gas sector which includes transportation, refining and marketing of petroleum products and gas constitutes over 15 per cent of the GDP. India's domestic demand for oil and gas is on the rise. As per the Ministry of Petroleum, demand for oil and gas is likely to increase from 186.54 million tons of oil equivalent (mmtoe) in 2009-10 to 233.58 mmtoe in 2011-12. India's domestic oil product sales in November 2009 grew 3.7 per cent from a year ago, driven by higher demand for auto fuels, according to government data. Oil product sales were 11.32 million tons in November, as per official data. Key drivers for Retail automation can be summarized as follows:

• Obtaining timely, upto date and accurate wetstock and drystock data from the sites • monitoring/analyzing product stock & sales of these retail outlets,

• control on retail fuel price • To deliver on the brand promise of offering outstanding customer and vehicle care. • Improved Forecourt Efficiency

• Enhancing customer relationship management • Quality and Quantity Assurance


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Business Overview We are one of the leading system integrators in the business of touch point transformation; a business that transforms the way a customer interacts with the service provider enabling efficient delivery of their products and services. Our business entails sourcing high-end technology products-both hardware and software, and customizing, integrating, installing and maintaining them. We provide a spectrum of services around these products to the banking, retail, petroleum and colour segments. We source such products through tie-ups with global players like Wincor Nixdorf AG (Germany), Postec Data Systems (New Zealand), Prism Payment Technologies (South Africa), Fast & Fluid Management (USA) and CST (Germany). As part of our colour segment solutions, we manufacture paint dispensing machines. Our banking segment has been providing ATMs and services associated with installing and managing ATMs. Recent policy changes by RBI have created an opportunity for banks to expand their ATM network directly or through semi-autonomous Independent ATM Deployers (IAD) without availing prior approvals from RBI. A semi-autonomous IAD provides a combination of services that includes site identification and deployment, installation, ownership and management of the ATM and the ATM site on behalf of the bank (Sponsor Bank). The Sponsor Bank retains the license and responsibility of cash in the ATM along with clearing and settlement. Leveraging our strengths and relationships in the banking segment we are now acting as a semi-autonomous IAD and have contractual arrangements with Dhanlaxmi Bank and Axis Bank for 380 and 1,500 ATMs respectively. Our banking segment product offerings include Wincor Nixdorf’s automated teller machines, (ATMs), cash deposit machines, cash re-cycling machines, banking transaction terminals (kiosks), assisted teller systems plus the entire range of Wincor Nixdorf’s self service terminal software. Our banking segment services portfolio includes installation, maintenance, site build, site identification, cash replenishment, monitoring, vendor management, facility management, software support and a help desk. Since inception we have installed over 10,000 ATM’s for various customers. Our customers in the banking segment amongst others include State Bank of India, Punjab National Bank, Union Bank of India, Axis Bank, Dhanlaxmi Bank, ICICI Bank, HDFC Bank and Dena Bank. Our retail segment product offerings include retail Point of Sale billing (POS) terminals, store automation peripherals, store automation solutions, mall intelligence software, digital signage, thin client, networking products and kiosks for various retail applications. We provide managed services that include installation, maintenance and management of IT equipment in a retail store. We also perform vendor management services. Since our inception we have installed over 17,000 POS Billing systems. Our customers amongst others include Future Group, Aditya Birla Retail, Carrefour and Globus. Our petroleum segment product offerings include Postec’s retail outlet automation system comprising of a forecourt controller, automatic tank gauging systems, fuel dispenser interface, POS terminal, back office system, wet-stock management system, online density monitoring system, outdoor payment terminals, and automatic vehicle identification. Our service offering includes implementation services, system integration, remote management, and support and help desk services. Since inception we have installed the Postec Solution at over 1000 sites. Our customers amongst other include HPCL. We offer total colour solutions to various industries like paints, automobiles, textiles and plastics in India by offering Fast and Fluid Management (paint dispensers manufacturing) and CST (rotary screen engraves for textiles) products. We also manufacture FFM paint dispensers and CST inkjet engravers at our manufacturing facility in Daman. Since inception we have supplied over 23,000 automatic and manual dispensers. Our customers in the colour segment amongst others include Asian Paints, Kansai Nerolac Paints and Berger Paints, Shalimar Paints, Nippon Paints and Mandhana Textiles. Our services include installation, customer training, application support and after sales support. Our manufacturing facility for paint dispensing machines and inkjet engravers is at Daman. We have an ATM warehousing and staging facility at Pondicherry. At Mhape, we have developed a common platform for a helpdesk, repair center, monitoring support, hardware support, software support, central spares center, and staging. We have


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warehouse facilities at Kalamboli and Bhiwandi. We also have a pan-India network for providing after sales service and AMCs to our clients across our segments. Between FY 2007 and FY2010, our Company’s restated total income increased at a 3 year CAGR of 28.6% from Rs 14,656 Lacs to Rs 31,217.82 Lacs, EBITDA increased at a CAGR of 49.5% from Rs 1,072 Lacs to Rs 3,578.77 Lacs and PAT increased at CAGR of 37.9% from Rs 774 Lacs to Rs 2,031.28 Lacs. For FY08, FY09 and FY10, our sales from banking segment was Rs 10,633.23 Lacs, Rs 12,340.05 Lacs and Rs 18,116.71 Lacs respectively. For FY08, FY09 and FY10, our sales from retail segment was Rs 3,707.41 Lacs, Rs 2,440.36 Lacs and Rs 2,434.84 Lacs respectively. For FY08, FY09 and FY10, our sales from petroleum segment was Rs 798.94 Lacs, Rs 8,533.45 Lacs and Rs 2725.39 Lacs respectively. For FY08, FY09 and FY10, our sales from colour segment was Rs 3672.11 Lacs, Rs 3,288.38 Lacs and Rs 4,467.59 Lacs respectively. Competitive strengths Our principal competitive strengths include the following:

• Offer products of global technology players whom we have long standing relationships • Long term relationship with our customers • End-to-end solutions provider in our areas of operation

• Diversified revenue stream and product portfolio • Experienced and strong management team • Common infrastructures including pan-India support network across all business segment

Our Strategies Our strategic objective is to consolidate our position in area of operations and become a semi autonomous IAD. We intend to achieve this by implementing the following strategies:

• Market entry and expansion strategy • Continued focus on relationship management

• Focus on semi-autonomous Independent ATM Deployer (IAD) • Focus on managed services • Expanding in touch point transformation in other segments

• Continuous leveraging common infrastructures to gain economies of scale across segment


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B. THE ISSUE

Fresh Issue 62,50,000 Equity Shares

Of which:

Qualified Institutional Buyers portion * Up to 31,25,000 Equity Shares constituting 50% of the Issue

Of which:

Reservation for Mutual Funds 1,56,250 Equity Shares constituting 5% of QIB Portion

Balance for all QIBs including Mutual Funds

29,68,750 Equity Shares

Non Institutional portion Not less than 9,37,500 Equity Shares constituting 15% of the Issue

Retail portion Not less than 21,87,500 Equity Shares constituting 35% of the Issue

Equity Shares outstanding prior to the Issue 1,87,50,000 Equity Shares

Equity Shares outstanding after the Issue 2,50,00,000 Equity Shares Objects of the Issue:

Use of Proceeds of the Issue For information, please refer to the section titled “Objects of the Issue” beginning on page 51 of this Draft Red Herring Prospectus

*Our Company may 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, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be added to the net QIB Portion. For further details, please see the section titled “Issue Procedure” on page 272 of this Draft Red Herring Prospectus. Subject to valid bids being received at or above the Issue Price, allocation shall be made on a proportionate basis (other than Anchor Investor Portion). Under-subscription, if any, in any category 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 BRLMs and the Designated Stock Exchange.

Allocation to all categories except Anchor Investor Portion, if any, shall be made on a proportionate basis.


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C. SUMMARY OF FINANCIAL INFORMATION

The following table sets forth the selected historical information of our Company derived from its Restated Unconsolidated Financial Statements for the fiscal years ended March 31, 2010, 2009, 2008, 2007 and 2006 in accordance with Indian GAAP, the Companies Act, and SEBI (ICDR) Regulations and described in the section titled “Financial Statements” beginning on page 143 of this DRHP.

Statement of Unconsolidated Profit & Loss, as restated (Rs in Lacs)

Particulars Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Income

Sales -

Of products manufactured by the company

9,964.82 9,486.75 7,184.24 4,592.88 2,639.87

Of products traded in by the Company

16,894.43 16,698.70 11,286.22 9,374.10 1,815.45

Of products Services 885.27 416.78 341.23 91.49 9.99

Total Sales 27,744.52 26,602.23 18,811.69 14,058.47 4,465.31

Other Income 1,032.50 (1,290.91) 315.33 148.64 156.62

Increase/(decrease) in inventories

2,440.80 673.69 5.41 449.27 645.70

Total Income 31,217.82 25,985.01 19,132.43 14,656.38 5,267.63

Expenditure Raw materials consumed 7,250.92 7,015.24 5,669.75 3,703.82 2,122.36

Purchase of Product traded by the company

14,551.34 13,042.53 9,928.85 8,982.44 2,222.77

Staff costs 1,413.37 947.23 404.29 189.87 62.40 Manufacturing & direct expenses

1,444.61 965.86 442.45 195.37 109.51

Administration expenses 1,833.83 1,039.35 624.83 351.42 141.37

Selling and distribution expenses

1,144.98 443.19 346.69 161.37 64.78

Total Expenditure 27,639.06 23,453.40 17,416.86 13,584.29 4,723.20

Profit before Interest, Depreciation & Tax

3,578.77 2,531.61 1,715.57 1,072.09 544.43

Interest & finance charges 686.52 447.40 162.52 148.04 31.97 Depreciation 108.18 43.04 35.34 26.83 14.53

Net profit before tax and extraordinary items

2,784.06 2,041.17 1,517.71 897.22 497.93

Tax 752.79 420.20 198.17 123.48 52.02

Net profit before extraordinary items & Adjustments

2,031.28 1,620.97 1,319.54 773.74 445.91

Extraordinary items 0.00 0.00 0.00 0.00 0.00

Net profit after extraordinary items & Adjustments

2,031.28 1,620.97 1,319.54 773.74 445.91


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Statement of Balance Sheet , as restated (Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

Fixed Assets

Gross Block 1954.20 521.84 461.21 420.85 167.71

Less : Depreciation 247.37 139.18 96.15 60.81 33.98

Net Block 1706.83 382.66 365.06 360.04 133.73

Capital work in Progress 745.23 0.00 0.00 0.00 172.07

Total Fixed Assets 2452.06 382.66 365.06 360.04 305.80

Current Assets, Loans & Advances

Investment 0.03 0.03 0.00 0.00 0.00

Inventories 6563.06 4238.80 2928.94 2254.49 1183.79

Sundry Debtors 7440.65 8520.09 3828.98 3595.10 598.10

Cash and Bank Balances 12.06 42.93 399.21 84.32 (0.67)

Loans and Advances 3107.66 2099.09 1421.99 592.87 655.71

Other Current Assets 0.00 0.00 0.00 0.00 0.00

Total Current Assets, Loans & Advances

17123.46 14900.94 8579.12 6526.78 2436.93

Liabilities and Provisions

Secured Loans 6957.20 4374.76 162.76 0.00 125.90

Unsecured Loans 148.75 264.98 45.61 597.39 446.74

Current Liabilities & Provisions

5335.69 5531.23 5246.94 4121.23 778.78

Deffered Tax Liability 0.00 12.50 10.21 9.54 6.88

Total Liabilities and Provisions

12441.64 10183.47 5465.52 4728.16 1358.30

Net Worth 7133.88 5100.13 3478.67 2158.65 1384.43

Represented by

Share Capital 500.00 500.00 500.00 500.00 500.00

Reserves & Surplus 6633.88 4600.13 2978.67 1658.65 884.43

Net Worth 7133.88 5100.13 3478.67 2158.65 1384.43


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D. GENERAL INFORMATION Our Company was incorporated on December 11, 2002 as a Private Limited Company in the name of AGS Infotech Private Limited. The name of our Company was subsequently changed to AGS Transact Technologies Private Limited with effect from June 3, 2010. Our Company was then converted into a public limited company and its name was changed to AGS Transact Technologies Limited with effect from July 20, 2010. The registration number of our Company is U 72200 MH 2002 PLC 138213 Registered Office: Unit No. 601-602, Trade World B Wing, Kamala Mills Compound, Lower Parel, Mumbai 400 013 Tel.no: +91 – 22 – 67812000 Fax.no: +91 – 22 – 24935384 Email: [email protected] Website: www.agsindia.com Contact Person: Ms. Rashmi Suravaiya, Company Secretary and Compliance Officer Address of Registrar of Companies The Registrar of Companies, Maharashtra, Mumbai Everest building, 5th floor, 100 Marine Drive Mumbai - 400002 Board of Directors The Board of Directors of our Company comprises of the following persons: Sr. No

Name, Designation, Father’s Name, Address, Occupation, DIN

Age (yrs)

Date of Appointment

Other Directorships

1. Mr. Ravi B. Goyal, S/o Mr. Badrinarain Kunjbihari Goyal Managing Director 203, 2nd floor, Shreenath Niwas, Poddar Road, Santa Cruz (W), Mumbai 400 054 Occupation: Business DIN : 01374288

47 Appointed as Managing Director for a period of 5 years from August 1, 2010 till July 31, 2015.

1. AGS Sundyne Technologies Private Limited

2. India Transact Services

Private Limited 3. Fillon Technologies India

Private Limited 4. Instrument Research

Associates Private Limited 5. Advanced Graphic Systems

(proprietary firm)

2. Mr. Badrinarain Kunjbihari Goyal, S/o late Kunjbihari Goyal Non Executive Director

70 Appointed as First Director of our Company



Private Limited


34

Sr. No


Age (yrs)

Date of Appointment

Other Directorships

204, 2nd floor, Shreenath Niwas, Poddar Road, Santa Cruz (W), Mumbai 400 054 Occupation: Business DIN: 01679378

3. Fillon Technologies India

Private Limited 4. Goyal Electronics Industries

(proprietary firm)

3. Mr. Sudip Bandyopadhyay S/o Mr. Dilip Banerjee Additional Director (Independent Director) Ansal Heights Flat no. 1801 18th floor Block -B , Worli Naka Mumbai 400018. Occupation: Professional DIN: 00007382

46 September 16, 2010 1. Convexity Solutions and Advisors Limited

2. SIFE India

3. Honkong Mercantile Exchange

4. Mr. S. P. Chaudhry S/o Mr. Narinder Chaudhry Additional Director (Non Executive- Non Independent Director) Flat No 2201 22nd flr, Light Bridge Hiranandai Meadows Pokhran road no 2, Thane West 400610 Occupation: Professional DIN: 03233435

61 September 16, 2010 Nil


35

Sr. No


Age (yrs)

Date of Appointment

Other Directorships

5. Mr. Jayesh Parmar S/o Mr. Madhavji Parmar Additional Director (Independent Director) A 101, Riddhi Siddhi, off M G Road, Off Dada Narvane School, Kandivali (West) Mumbai 400067 Occupation: Professional DIN : 00802843

55 September 16, 2010 1. Sun Flag Iron and Steel Company Limited 2. KDA Corporate Advisors Private Limited

3. Capstone Commodities Multitrade Private Limited

4. ARCON Automotive Private Limited

5. Mr. T.S. Bhattacharya S/o Sudhir Chandra Bhattacharya Additional Director (Independent Director) Flat M - 1, Kinellan Towers 100-A, Napean Sea Road Mumbai 400006 Occupation: Professional DIN : 00157305

62 September 16, 2010 1. JSL Stainless Steel Limited

2. Nuclear Power Corporation India Limited

3. Sayaji Hotels Limited 4. IDFC Securities Limited

For more details of the Directors, please refer to the section titled “Management” beginning on page 123 of this Draft Red Herring Prospectus. Company Secretary & Compliance Officer Ms. Rashmi Sarvaiya 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel Mumbai- 400013 Tel.no: +91 – 22 – 67812000 Fax.no: +91 – 22 – 24935384 Email : [email protected] Website: www.agsindia.com


36

Investors are requested to contact the above-mentioned Compliance Officer or Registrar in case of any pre-issue or post- issue related clarification such as non-receipt of letters of allotment/ share certificates/ credit of securities in depository beneficiary account/ refund orders etc. All grievances relating to ASBA may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving full details such as name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA Account number and the Designated Branch where the ASBA Bid-cum-Application Form was submitted.For all Issue related queries and for redressal of complaints, Bidders may also write to the BRLMs. All complaints, queries or comments received by SEBI shall be forwarded to the BRLMs, who shall respond to such complaints. Book Running Lead Managers AVENDUS CAPITAL PRIVATE LIMITED The IL & FS Financial Centre, 5th floor, B Quadrant, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Tel.: (022) 6648 0050; Fax: (022) 6648 0040 E-mail: [email protected] Website: www.avendus.com Contact person: Ms. Reshma Krishnan SEBI Registration No: INM000011021 YES Bank Limited Nehru Centre, 12th floor, Discovery of India, Dr. A.B. Road, Worli, Mumbai – 400 018, India. Tel: +91 22 6669 9000; Fax: +91 22 2497 4158 E-mail: [email protected] Contact Person: Ms. Astha Daga SEBI Registration No: INM000010874 Syndicate Members

[•] Self-certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSBs collecting the ASBA Bid cum Application Form, please refer the above mentioned SEBI link. Registrar to the Issue LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai 400 078 Tel No.: +91 22 25960320 Fax No.: +91 22 25960329 Website: www.linkintime. co.in Email: [email protected] Contact Person: Mr. Sanjog Sud


37

Legal Advisors to the Issue ALMT Legal Advocates & Solicitors, 2, Lavelle Road, Bangalore 560 001 Tel: +91 80 4016 0000 Fax: +91 80 4016 0001 E-mail: [email protected] Website : www.almtlegal.com Contact person: Mr. S. R. Arun/ Ms. Dhanya Menon Auditors to the Company M/s Shah & Co Chartered Accountants. Maker Bhavan No. 2, New Marine Lines, Mumbai 400 020 Tel No.: +91 022 6633 3558 Fax No.: +91 022 6633 3561 Email: [email protected] Membership no: 103750 IPO Grading Agency

[•] Banker(s) to the Issue and Escrow Collection Bank

[•] Bankers to our Company CITI BANK N.A Trent House, 2nd Floor, G Block Plot No.60, Bandra Kurla Complex, Bandra (East) - Mumbai - 400 051 Tel: +91 22 4029 6545 Fax: + 91 22 2653 2108 Mob: +91 98201 74178 Email: [email protected]

STANDARD CHARTERED BANK Address: 270, D. N. Road, Fort, Mumbai, India 400 001 Phone: +91 22 2207 4836 Fax: +91 22 2201 9246 Email: [email protected] Contact Person : Mr. Sameer Sheth

YES BANK LIMITED Nehru Centre, Ground Floor, Discovery of India, Dr. A.B.Road, Worli, Mumbai - 400 018, India Contact Attn : Anand Ganesan Tel : +91 (22) 6669 9000 Fax : +91 (22) 6669 9177 Email : [email protected]

HDFC BANK LIMITED Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013 Phone: +91 9322171535 Fax: +91 22 24960773 Email: [email protected] Contact Person : Mr. Rahul Ranjan

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED 52/60, MG Road, Fort, Mumbai -400 001 Contact Person : Ms. Divya Telang Phone. 91 22 22685491 Mobile. 91-9930934892 Email: [email protected]


38

Credit Rating This being an issue of Equity Shares, credit rating is not required. IPO grading The IPO has been awarded [•] grading by [•], indicating [•]. Trustees As this is an issue of equity shares, the appointment of trustees is not required. Monitoring Agency Since the Issue size shall not exceed Rs. 500 crore no monitoring agency has been appointed to monitor the funds proposed to be raised in the public issue. Appraising Agency The proceeds being raised through this Issue are intended to be utilised for purposes as detailed in the section titled “Objects of the Issue” beginning on page 51 of this Draft Red Herring Prospectus. The proposed activities and expenditure for which the proceeds are being raised through this Issue have not been appraised by any bank or financial institution and the requirement of proceeds are based primarily on management estimates. Statement of inter-se allocation of responsibility The responsibilities and co-ordination roles for various activities in the IPO have been distributed between the Book Running Lead Managers as under:

Sl. No. Activities Responsibility Co-ordinator

1. Capital structuring with the relative components and formalities such as type of instruments, etc.

Avendus, YES Bank

Avendus

2. Due diligence of the company’s operations / management / business plans /legal etc.

Avendus, YES Bank

Avendus

3. Drafting & Design of this Draft Red Herring Prospectus and of statutory advertisement including memorandum containing salient features of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with Stock Exchanges, RoC and SEBI including finalization of the Prospectus and RoC filing, drafting and approval of all statutory advertisements.

Avendus, YES Bank

Avendus

4. Drafting and approval of all publicity material other than statutory advertisements, as mentioned above, including road show presentations, corporate advertising, brochures, etc.

Avendus, YES Bank

Avendus

5. Selection of various agencies connected with the Issue including Registrar, Printers,

Avendus, YES Bank

YES Bank


39

Sl. No. Activities Responsibility Co-ordinator

Advertising Agency, Banker to the Issue, Refund Bankers etc.

6. Institutional marketing of the Issue, which will cover, inter alia:

• Finalizing the list and division of investors for one to one meetings; and

• Finalizing the road show schedule and the investor meeting schedules.

Avendus, YES Bank

Avendus

7. Non Institutional and Retail Marketing of the Issue, which will cover inter alia:

• Formulating marketing strategy • Preparation of publicity budget • Finalising Media and public relations

strategy • Finalizing centre for holding

conferences for press and brokers, etc.; • Follow-up on distribution of publicity

and Issue material including forms, the Prospectus and deciding on the quantum of Issue material; and

• Finalizing collection centres.

Avendus, YES Bank

YES Bank

8. Managing the Book, co-ordination with the Stock Exchanges for book-building terminals and mock trading

Avendus, YES Bank

Avendus

9. Finalization of pricing in consultation with the Company, Prospectus and RoC Filing etc.

Avendus, YES Bank

Avendus

10. Post-Bidding activities including management of escrow accounts, co-coordinating underwriting, co-ordination of non-institutional allocation, announcement of allocation and dispatch of refunds to Bidders, etc. The post-Issue activities will involve essential follow up steps, including the finalization of trading, dealing of instruments, and demat of delivery of shares with the various agencies connected with the work such as the Registrars to the Issue, the Bankers to the Issue, the SCSBs and the bank handling refund business.

Avendus, YES Bank

YES Bank

Even if some of these activities will be handled by other intermediaries, the BRLMs shall be responsible for ensuring that these agencies fulfil their functions and enable them to discharge this responsibility through suitable agreements with our Company. 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 Draft Red Herring Prospectus within the Price Band. The Issue Price is finalized after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are:

• Our Company;


40

• The Book Running Lead Managers, in this case being Avendus Capital Private Limited and YES Bank Limited;

• Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act as Underwriters. The Syndicate Members are appointed by the Book Running Lead Managers;

• Registrar to the Issue; • Escrow Collection Banks and • Self Certified Syndicate Banks

The Issue is being made through the 100% Book Building Process where upto 50% of the Issue to the public shall be allocated on a proportionate basis to eligible Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all other eligible QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Our Company may allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price on a discretionary basis, out of which at least one-third will be available for allocation to Mutual Funds only. Further, not less than 15% of the Issue to the public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue to the public 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.

QIBs are not allowed to withdraw their Bid after the Bid/Issue Closing Date. Allocation to QIBs will be on a proportionate basis. For details please see the section titled “Issue Structure” beginning on page 267 of this Draft Red Herring Prospectus. Anchor Investors are not allowed to withdraw their Bids after the Bid/Issue Closing Date. QIBs that are Anchor Investors are required to pay their Bid Amount in full at the time of submission of the Bid, Allocation to QIBs will be on a proportionate basis and allocation to Anchor Investors will be on discretionary basis. For details please see the section titled “Issue Structure” beginning on page 267 of this Draft Red Herring Prospectus. Our Company shall comply with the SEBI (ICDR) Regulations and any other ancillary directions issued by SEBI for this Issue. In this regard, we have appointed Avendus Capital Private Limited and YES Bank Limited as the Book Running Lead Managers 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. 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) Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 40 to Rs. 48 per share, issue size of 6,000 equity shares and receipt of nine bids from bidders, details of which are shown in the table below, the illustrative book would be as 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 as shown below indicates the demand for the shares of the company at various prices and is collated from bids from various investors. Bid Quantity Bid Price (Rs.) Cumulative Quantity Subscription

500 48 500 8.33%

700 47 1,200 20.00%

1,000 46 2,200 36.67%

400 45 2,600 43.33% 500 44 3,100 51.67%

200 43 3,300 55.00%

2,700 42 6,000 100.00% 800 41 6,800 113.33%

1,200 40 8,000 133.33%


41

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired quantum of shares is the price at which the book cuts off i.e. Rs. 42 in the above example. The issuer, in consultation with the BRLMs will finalize the issue price at or below such cut-off price i.e. at or below Rs. 42. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in respective category. Steps to be taken by the Bidders for Bidding 1. Check eligibility for making a Bid (see section titled “Issue Procedure - Who Can Bid?” on page 273 of this Draft

Red Herring Prospectus); 2. Ensure that you have a dematerialized account and the dematerialized account details are correctly mentioned in

the Bid cum Application Form; 3. Ensure that you have mentioned your PAN (see “Issue Procedure – PAN” on page 289 of this Draft Red Herring

Prospectus); and 4. Ensure that the Bid cum Application Form/ASBA Form is duly completed as per instructions given in the Red

Herring Prospectus and in the Bid cum Application Form/ASBA Form and submitted to SCSB’s; Withdrawal of the Issue

Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue after the bidding and if so, the reason thereof shall be given as 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 exchanges where the specified securities were proposed to be listed shall also be informed promptly. If our Company withdraws the Issue after the Bid/Issue Closing Date and thereafter determines that it will proceed with an initial public offering of its Equity Shares, it shall file a fresh draft red herring prospectus with the SEBI.

Bid/Issue Programme

Bidding Period/Issue Period

BID/ISSUE OPENS ON [●] BID / ISSUE CLOSES (EXCEPT FOR QIB BIDDERS) ON [●] BID / ISSUE CLOSES (FOR QIB BIDDERS) ON [●]

The Company is considering participation by Anchor Investors in terms of the aforementioned SEBI amendment. Anchor Investors shall submit their Bid one day prior to the Bid/Issue Opening Date. 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 on the Bid cum Application Form or in case of bids submitted through ASBA, the designated branches of the SCSBs except that on the Bid/ Issue Closing Date, Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time). On the Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders, Non- Institutional Bidders and (ii) until 5.00 p.m. or such extended time as permitted by the BSE and the NSE, in case of Bids by Retail Individual Bidders. It is clarified that Bids not uploaded in the book, would be rejected. Bids will be accepted only from Monday to Friday (excluding any public holiday). Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the BSE and the NSE. Bidders are advised that due to clustering of last day applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Issuer, BRLMs and Syndicate members will not be responsible. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form of that Bidder 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


42

in the physical or electronic Bid cum Application Form submitted through the ASBA process, for a particular ASBA Bidder, the Registrar to the Issue shall 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/Issue Closing Date and, in any case, no later than the times mentioned above on the Bid/Issue Closing Date. All times are Indian Standard Time. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in pubic offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Issuer, BRLMs and Syndicate members will not be responsible. Bids will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holidays). Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the BSE and the NSE. Our Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI (ICDR) Regulations provided that the Cap Price is less than or equal to 120% of the Floor Price. The Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least one day before the Bid /Issue Opening Date. In case of revision of the Price Band, the Issue Period will be extended for three additional Business Days after revision of the Price Band subject to the total Bid /Issue Period not exceeding 10 Business Days. Any revision in the Price Band and the revised Bid/Issue, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release and also by indicating the changes on the web sites of the BRLMs and at the terminals of the Syndicate. Underwriting Agreement After the determination of the Issue Price but prior to filing of the Prospectus with the ROC our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be issued through this Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs 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 Underwriters are several and not joint, and are subject to certain conditions as specified in such agreement. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled before filing of the Prospectus with the ROC.)

Name and Address of the Underwriters

Indicated Number of Equity Shares to be Underwritten

Amount Underwritten (Rs. in Lacs)

[•] [•] [•]

[•] [•] [•]

Total [•] [•]

The above-mentioned amount is an indicative underwriting and would be finalized after pricing and actual allocation. The above underwriting agreement is dated [•]. In the opinion of the Board of Directors of our Company (based on a certificate given by the Underwriters), the resources of all the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above-mentioned Underwriters are registered with SEBI and are eligible to underwrite as per applicable guidelines. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLMs and the Syndicate Members shall be severally responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default, the respective underwriter in addition to other obligations to be defined in the Underwriting Agreement, will also be required to procure/subscribe to the extent of the defaulted amount. For further details about allocation please refer to “Other Regulatory and Statutory Disclosures” beginning on page 252 of this Draft Red Herring Prospectus.


43

E. CAPITAL STRUCTURE

Share Capital of our Company as at the date of filing of the Draft Red Herring Prospectus with SEBI is as set forth below:

Share Capital Nominal Value (in Rs.)

Aggregate Value (Rs. In Lacs)

(A) Authorized Share Capital

3,50,00,000 Equity Shares of Rs.10 35,00,00,000

(B) Issued, Subscribed and Paid-Up Capital before the Issue

1,87,50,000 Equity Shares of Rs.10 each 18,75,00,000

(C) Present Issue in terms of this Draft Red Herring Prospectus(1)

62,50,000 Equity Shares of Rs.10 each Of which: i. QIB portion of up to 31,25,000 equity shares* ii. Non Institutional Portion not less than 9,37,500

equity shares* iii. Retail portion of not less than 21,87,500equity

shares*

(D) Paid up Equity Capital after the Issue 2,50,00,000 Equity Shares of Rs.10 each 25,00,00,000 [●]

(E) Share Premium Account

Before the Issue Nil After the Issue [●]

* Under-subscription, if any, in any of the above categories would be allowed to be met with spillover inter-se from any other categories, at the sole discretion of our Company and BRLMs. (1)The present Issue has been authorized by the Board of Directors pursuant to a resolution passed at its meeting held on September 16, 2010 and by the shareholders of the Company at their AGM held on September 20, 2010 under Section 81(1A) of the Companies Act. Details of increase in the authorized share capital, since incorporation, are as follows: Sr. no.

Details of increase in authorized share capital Date of resolution

1. Incorporation Rs. 10,00,000 divided into 1,00,000 equity shares of Rs.10 each

Incorporation

2. Increased to Rs. 1,00,00,000 divided into 10,00,000 equity shares of Rs.10 each

December 29, 2003

3. Increased to Rs. 5,00,00,000 divided into 50,00,000 equity shares of Rs.10 each

March 20, 2006

4. Increased to Rs. 35,00,00,000 divided into 3,50,00,000 equity shares of Rs. 10 each

June 23, 2010


44

NOTES TO THE CAPITAL STRUCTURE:

1. Share Capital History of our Company

Date of Issue/ Allotment

Number of equity shares allotted

Cumulative No. of Equity Shares

Issue Price per equity share (Rs.)

Face Value per equity share (Rs.)

Consideration (cash, bonus, consideration other than cash)

Reasons for allotment

Cumulative securities premium account

Cumulative paid up Share Capital (Rs.)

November 20, 2002

1,00,000 1,00,000 10 10 Cash Subscription to Memorandum

- 10,00,000

March 1, 2004

9,00,000 10,00,000 10 10 Cash Allotment towards share application monies received from Mr. Ravi B. Goyal

- 1,00,00,000

March 31, 2006

40,00,000 50,00,000 10 10 Cash Allotment towards share application monies received from Mr. Ravi B. Goyal

- 5,00,00,000

June 23, 2010

1,37,50,000 1,87,50,000 - 10 Other than cash

Bonus* (11:4)

- 187500000

*The bonus shares were allotted to existing shareholders on June 23, 2010 by capitalizing the general reserves of our Company.

2. Promoter’s contribution and lock in period

a. Capital built-up of our Promoter

Name of the

promoter

Date of allotment/ transfer

Nature of Acquisition /Allotment/ Transfer

Consideration Number of shares

Face Value per share (in Rs.)

Issue/transfer price per share (in Rs.)

Mr. Ravi B. Goyal

November 20, 2002

Subscription Cash 50,000 10 10

March 1, 2004 Allotment Cash 9,00,000 10 10

March 31, 2006 Allotment Cash 40,00,000 10 10

May 31, 2010 Transfer of 1 equity share each to Mrs. Anupama Goyal, Mrs.

Cash (5) 10 10


45

Name of the

promoter

Date of allotment/ transfer

Nature of Acquisition /Allotment/ Transfer

Consideration Number of shares

Face Value per share (in Rs.)

Issue/transfer price per share (in Rs.)

Vimala Goyal, Mr. Kiran Goyal, Mrs. Nidhi Goyal and Ms. Neha Goyal

June 23, 2010 Bonus shares (11:4)

Bonus Issue 1,36,12,485 10 -

Total 1,85,62,480

b. Details of Promoters’ contribution locked in for three years

Pursuant to Clause 36 of the SEBI (ICDR) Regulations, 2009, an aggregate of 20% of the post issue share capital of our Company, held by the Promoter shall be locked in as minimum Promoters’ contribution for a period of three years from the date of Allotment.

Name of the promoter

No. of equity shares

Date of acquisition of shares

Nature of acquisition of shares

Face Value (Rs.)

% to post-issue paid-up capital

Mr. Ravi B. Goyal 50,000

November 20, 2002

Cash 10 0.20

9,00,000 March 1, 2004 Cash 10 3.60

39,99,995(#) March 31, 2006

Cash 10 16.00

50,005 June 23, 2010 Bonus Issue* 10 0.20 TOTAL 50,00,000 10 20.00

(#)40,00,000 Equity Shares were allotted to Mr. Ravi B. Goyal on March 31, 2006, pursuant to which on May 31, 2010 he transferrd 5 Equity Shares to Mrs. Anupama Goyal, Mr. Kiran Goyal, Mrs. Nidhi Goyal, Ms. Neha Goyal and Mrs. Vimla Goyal respectively.

* The Equity Shares being locked in for a period of three years from the date of Allotment which have been issued through a bonus issue are not from a bonus issue out of revaluation reserves or reserves without accrual of cash resources or against Equity Shares which are otherwise ineligible for computation of promoters’ contribution.

The period for the lock-in shall commence from the date of the allotment of the equity shares in the Issue and the balance shares (Promoter holding in excess of minimum Promoters’ contribution shall be locked-in for a period of one year) held by our Promoter shall be locked in for a period of one year from the date of allotment. In case of overallotment, if any, our Promoter shall lock in excess shares required for complying with the promoters’ contribution requirement as per SEBI (ICDR) Regulations. Specific written consent has been obtained from our Promoter for inclusion of the Equity Shares for ensuring lock-in of three years to the extent of minimum 20% of post -Issue paid-up equity share capital from the date of allotment in the proposed public issue. Promoters’ contribution does not consist of any private placement made by solicitation of subscription from unrelated persons either directly or through any intermediary. Shares held by the person other than our Promoter, prior to this Issue, which are subject to lock in as per Regulation 37 of SEBI (ICDR) Regulations 2009, may be transferred to any other person holding shares which are locked in, subject to continuation of lock -in in the hands of transferees for the remaining period and compliance of SEBI Takeover Regulations as applicable.


46

Shares held by the Promoter which are locked in as per the relevant provisions of Regulation 36 of the SEBI (ICDR) Regulations, may be transferred to and amongst Promoter/ Promoter Group or to a new promoter or persons in control of our Company, subject to continuation of lock -in in the hands of transferees for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997, as applicable. As per Regulation 39 of SEBI (ICDR) Regulations, 2009, the locked-in Equity Shares held by the Promoter(s) can be pledged only with banks or financial institutions as collateral security for loans granted by such banks or financial institutions, provided the pledge of shares is one of the terms of sanction of such loan. Provided that if securities are locked in as minimum promoters’ contribution under Regulation 36 of the SEBI (ICDR) Regulations, the same may be pledged, only if, in addition to fulfilling the requirements of this clause, the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the objects of the issue. Other than those shares that are locked in as promoter’s contribution for three years, the entire pre-issue share capital will be locked in for a period of one year from the date of allotment in this Issue.

3. Buyback and Standby Agreements

Neither our Company nor the Directors nor the Promoter nor the Group Companies & their respective Directors nor the BRLMs have entered into any buyback and/or standby arrangements for the purchase of Equity shares from any person.

4. Over-subscription – an oversubscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the nearest integer while finalizing the basis of allotment.

5. Shareholding pattern of our Company as per clause 35 of the listing agreement:

Category

code

Category of shareholder

No. of

share

holders

Total

number of

shares

Number of

shares held in

dematerialized

form

Total shareholding as a

percentage of total

number of shares

Shares Pledged or otherwise

encumbered

As a

percentage

of (A+B)

As a

percentage of

(A+B+C)

Number

of Shares

As a percentage

(I) (II) (III)

(IV) (V) (VI) (VII) (VIII) (IX) =

(VIII) / (IV) * 100

(A) Promoter and Promoter Group

(1) Indian

(a) Individuals/ Hindu Undivided

Family

7 1,87,50,000 - - - Nil NA

(b) Central Government/ State

Government(s)

- - - - - - -

(c) Bodies Corporate - - - -

(d) Financial Institutions/ Banks - - - -

(e) Any Other

(specify)

- - - -

Sub-Total (A)(1) 7 1,87,50,000 - 100

(2) Foreign

(a) Individuals (Non-Resident

Individuals/ Foreign Individuals)

- - - -

(b) Bodies Corporate - - - -

(c) Institutions - - - -


47

Category

code

Category of shareholder

No. of

share

holders

Total

number of

shares

Number of

shares held in

dematerialized

form

Total shareholding as a

percentage of total

number of shares

Shares Pledged or otherwise

encumbered

As a

percentage

of (A+B)

As a

percentage of

(A+B+C)

Number

of Shares

As a percentage

(I) (II) (III)

(IV) (V) (VI) (VII) (VIII) (IX) =

(VIII) / (IV) * 100

(d) Any Other (specify) - - - -

Sub-Total (A)(2) - - - -

Total Shareholding of Promoter

and Promoter Group (A)=

(A)(1)+(A)(2)

7 1,87,50,000 - 100

(B) Public shareholding

(1) Institutions

(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) Any Other (specify) - - - - - - -

Sub-Total (B)(1) - - - - - - -

(2) Non-institutions N.A N.A

(a) Bodies Corporate - - - -

(b) Individuals -

i. Individual shareholders

holding nominal share capital

up to Rs. 1 Lacs.

ii. Individual shareholders

holding nominal share capital

in excess of Rs. 1 Lacs.

- - - -

(c) Any Other (specify) - - - -

Sub-Total (B)(2) - - - -

Total Public Shareholding (B)=

(B)(1)+(B)(2)

- - - - N.A N.A

TOTAL (A)+(B) 7 1,87,50,000 - 100

(C) Shares held by Custodians and

against which Depository

Receipts have been issued

- - - N.A N.A N.A

GRAND TOTAL (A)+(B)+(C) 7 1,87,50,000 - 100


48

6. Pre-Issue & Post-Issue shareholding pattern:

Category Pre Issue of Shares

%

Post Issue of Shares

%

A. Promoter holding

Promoter

Mr. Ravi B. Goyal 1,85,62,480 98.99 1,85,62,480 74.25 Sub-total (a) 1,85,62,480 98.99 1,85,62,480 74.25

B. Promoter Group

Mr. Badrinarain Goyal 1,87,500 1.00 1,87,500 0.75

Mrs. Anupama Goyal 4 negligible 4 negligible

Mrs. Vimla Goyal 4 negligible 4 negligible

Mr. Kiran Goyal 4 negligible 4 negligible

Mrs. Nidhi Goyal 4 negligible 4 negligible

Ms. Neha Goyal 4 negligible 4 negligible

Sub-total (b) 1,87,520 1.01 1,87,520 0.75

Total Shareholding Promoter and Promoter Group [(a)+(b)] = (A)

1,87,50,000 100.00 1,87,50,000

75.00

B. Non-Promoter Holding

1. Mutual Funds - - [•] [•]

2. Banks, Financial Institutions, Insurance companies (Central/state Government/Non-Govt. Institutions)

- - [•] [•]

3. FIIs - - [•] [•]

Sub-total of (B)

C. Other Investors [•] [•]

2. Bodies Corporate - - [●] [●] 3. Indian Public - - [●] [●] 4. NRIs/OCBs - - [●] [●] 5. Others (Foreign Nationals) - - [●] [●]

Sub-total of (C) - - [●] [●] D. Shares issued to the Public through this Draft Red Herring Prospectus ( C)

- -

[●]

[●]

Grand Total [(A)+(B)+( C)+(D)] 1,87,50,000 100 2,50,00,000 100.00

7. Details of top ten shareholders a) As on date of filing of the Draft Red Herring Prospectus with SEBI are as under:-

S No. Name No. of Shares % of issued Capital

1 Mr. Ravi B. Goyal 1,85,62,480 98.99


49

2 Mr. Badrinarain Kunjbihari Goyal 1,87,500 1.00

3 Mrs. Anupama Goyal 4 negligible

4 Mrs. Vimla Goyal 4 negligible 5 Mr. Kiran Goyal 4 negligible 6 Mrs. Nidhi Goyal 4 negligible

7 Ms. Neha Goyal 4 negligible

Total 1,87,50,000 100.00

b) As on 10 days prior to the date of filing of the Draft Red Herring Prospectus with SEBI:-

S No.

Name No. of Shares % of issued Capital

1 Mr. Ravi B. Goyal 1,85,62,480 98.99

2 Mr. Badrinarain Kunjbihari Goyal

1,87,500 1.00

3 Mrs. Anupama Goyal 4 negligible

4 Mrs. Vimla Goyal 4 negligible

5 Mr. Kiran Goyal 4 negligible

6 Mrs. Nidhi Goyal 4 negligible

7 Ms. Neha Goyal 4 negligible

Total 1,87,50,000 100.00 c) As on two years prior to the date of filing of the Draft Red Herring Prospectus with SEBI are as under:-

S No. Name No. of shares % of issued Capital

1 Mr. Ravi Badrinarain Goyal 49,50,000 99.00


25,000 0.50

3 Mr. Kunjbihari Goyal 25,000 0.50 Total 50,00,000 100.00

8. Except as given in the table below, our Promoter, our Directors and the BRLMs have not purchased or sold any Equity Shares during a period of six months preceeding the date on which this Draft Red Herring Prospectus has been filed with SEBI.

Date Transferor Transferee No. of shares Face value Price per equity share

May 31, 2010 Mr. Ravi B. Goyal Mrs. Anupama Goyal

1 10 10

May 31, 2010 Mr. Ravi B. Goyal Mr.Kiran Goyal 1 10 10

May 31, 2010 Mr. Ravi B. Goyal Mrs. Nidhi Goyal 1 10 10

May 31, 2010 Mr. Ravi B. Goyal Ms. Neha Goyal 1 10 10 May 31, 2010 Mr. Ravi B. Goyal Mrs. Vimla Goyal 1 10 10

9. As on date of filing of this Draft Red Herring Prospectus with SEBI, the issued capital of our Company is fully

paid up.

10. Our Company does not currently have any ESOP.

11. Our Company has not taken any “bridge loan” from any bank which would be repaid out of the issue proceeds for any purpose whatsoever or for the proposed project.


50

12. As of the date of this Draft Red Herring Prospectus, there are no outstanding financial instruments or warrants or any other right that would entitle the existing Promoter or Shareholders, or any other person any option to receive Equity Shares after the offering.

13. At any given point of time, there shall be only one denomination for the Equity Shares of our Company, unless otherwise permitted by law.

14. Except as stated in the Draft Red Herring Prospectus, our Company has not made allotment of Equity Shares at a price which may be lower than the issue price in the last twelve months.

15. Except as stated in the capital structure, our Company has not issued shares for consideration other than cash (including by way of capitalization of reserves).

16. The Equity Shares held by the Promoter are not subject to any pledge.

17. Further, presently our Company does not have any proposal, intention, negotiation, or consideration to alter the capital Structure by way of split/consolidation of the denomination of the shares/ issue of shares on a preferential basis to issue of bonus for rights or public issue of Equity Shares or any other securities within a period of six months from date of opening of the present issue. However, if business needs of our Company so require, our Company may alter its capital structure by way of split or consolidation of the denomination of the shares/ issue of shares on a preferential basis to issue of bonus for rights or public issue of Equity Shares or any other securities within a period of six months from date of listing of the Equity Shares.

18. If our Company enters in for acquisitions or joint ventures, it may consider raising additional capital to fund such

activity or use Equity Shares as currency for acquisition and/ or participation in such joint ventures.

19. Up to 50% of the Issue shall be allocated to QIBs on a proportionate basis. 5% of the QIB 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. 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 Mutual Funds only. In the event of under-subscription 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 to Mutual Funds on a proportionate basis. The remainder of the net QIB portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid bids being received from them 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, subject to valid Bids being received from them at or above the Issue Price. Undersubscription in any category would be allowed to be met with a spill over from any other category at the discretion of our Company and the BRLMs in consultation with the Designated Stock Exchange.

20. As on date of filing of the Offer Document our Company has 7 members.

21. Any Equity Share allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment of Equity Shares in the Issue.

22. Our Company has not made any public issue since its incorporation.

23. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or public issue or in any other manner during the period commencing from submission of the Draft Red Herring Prospectus with SEBI until the equity shares offered hereby have been listed.

24. The Equity Shares offered through the Issue will be fully paid up.


51

OBJECTS OF THE ISSUE

The objects of the Issue are to finance our capital expenditure plans and achieve the benefits of listing on the Stock Exchanges. We believe that listing will enhance our corporate image and brand name.

We intend to deploy the net proceeds of the Issue, after deductions of expenses in relation to the Issue to part finance the fund requirements as under:

• Setting up and deploying 1,541 ATMs in accordance with our contract with Axis Bank for acting as semi-autonomous IAD

• Setting up of command center and managed services and support center

• Setting up of cash management branch offices at six cities

• Setting up of financial transaction processing switch

• To meet general corporate purposes

• To meet the issue expenses

The main objects clause of our Memorandum of Association permits us to undertake our existing activities and the activities for which the funds are being raised by us, through the Issue.

The proceeds of the Issue:

Particulars Estimated Amount (Rs. in lacs)

Gross proceeds of the Issue [•]

Issue related expenses * [•]

Net Proceeds of the Issue [•]

*the details of the Issue related expenses are provided on page 57of this Draft Red Herring Prospectus.

The estimated fund requirement is as follows:

Sr. No. Particulars Total cost

(Rs. in Lacs)

1 Setting up and deploying 1,541 ATMs in accordance with our contract with Axis Bank for acting as semi-autonomous IAD

12,681.93

2 Setting up of command center and managed services and support center 2,823.40

3 Setting up of cash management branch offices at six cities 860.17

4 Setting up of financial transaction processing switch 800.00

5 General Corporate Purposes [●]

6 To meet the issue expenses [●]

Total [●]

The proposed means of financing

Particulars Amount (Rs. in Lacs)

Issue proceeds [●]

Internal accruals [●]

Total [●]

The shortfall in funds, if any, shall be met by internal accruals


52

Schedule of Deployment of Funds The schedule of deployment of funds is as follows:

(Rs. in lacs)

Sr. No.

Objects

Fund deployment in

Fiscal Year 2011

Fiscal Year 2012

1 Setting up and deploying 1,541 ATMs in accordance with our contract with Axis Bank for acting as semi-autonomous IAD

6,452.07 6,229.87

2 Setting up of command center and managed services and support center

121.05 2,702.35

3 Setting up of cash management branch offices at six cities 283.86 576.31

4 Setting up of financial transaction processing switch 400.00 400.00

5 General Corporate Purposes [●] [●]

Total [●] [●]

The Objects of the Issue are proposed to be financed partly from the Net Proceeds of the Issue and the shortfall from internal accruals. The entire estimated fund requirement as stated above, shall be satisfied from the Net Proceeds of the Issue and internal accruals and hence we are not required to have a firm tie-up of at least 75% through verifiable means of the Objects of the Issue.

The fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. These are based on current conditions and are subject to change in light of changes in external circumstances or costs, or in other financial condition, business or strategy, as discussed further below.

In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in the Issue. In the event of any short fall in the Issue proceeds, the requirements shall be utilized from internal accruals.

We may have to revise our expenditure and fund requirements as a result of variations in the cost structure, changes in estimates and external factors, which may not be within the control of our management. This may entail rescheduling, revising or canceling the planned expenditure and fund requirements and increasing or decreasing the expenditure for a particular purpose from its planned expenditure mentioned below at the discretion of our management. In addition, the estimated dates of completion as described herein are based on management’s current expectations and are subject to change due to various factors including those described above, some of which may not be in our control. Accordingly, the Net Proceeds of the Issue would be used to meet all or any of the uses of the funds described herein.

Details of the Objects of the Issue

1. Setting up and deploying 1,544 ATMs in accordance with our contract with Axis Bank for acting as semi-autonomous IAD

We have entered into agreement with Axis Bank for deploying 1,607 ATMs as a semi-autonomous IAD. As on date of filing of this DRHP, we have deployed 66 ATMs from our internal accruals. We propose to utilize Rs 12,681.93 Lacs from the Issue proceeds for funding the deployment of the remaining 1,541 ATMs.

The locations for setting up these ATMs have not been finalized by us. We would be leasing the locations once the same are finalized.

The breakup of the estimated cost for setting up and deploying an ATM is as follow –


53

Particulars Unit Cost per Unit

(Rs) Total Cost (Rs)

Quotation by & Quotation Date

Cost of ATM 1 3,58,294.75 3,58,294.75

ATM Machine cost quotation was provided by Wincor Nixdorf dated September 06, 2010. The duty and clearing charges on the same have been computed based on our purchase order. The quotation for additional cash dispensing assets was provided by Wincor Nixdorf dated September 21, 2010. The quotation for lock has be provided by Sargent & Greenleaf, Inc dated August 30, 2010. The quotation for computer has been provided by Dell India Pvt Ltd dated September 21, 2010. The quotations for 2 cameras have been provided by Vulcan India dated September 20, 2010. The quotation for 3-camera solution has been provided by Nexus Infosys dated September 20, 2010

License fee to be paid to Axis Bank

1 2,50,000.00 2,50,000.00 As per our agreement with Axis Bank

Total implementation services

1 1,15,506.00 11,506.00 ACE Construction dated September 20, 2010

UPS 1 37,806.00 37,806.00 Numeric Power Systems Ltd dated September 15, 2010

Vsat 1 50,861.00 50,861.00 Bharati Airtel Services dated September 20, 2010

Transportation Cost 1 8,000.00 8,000.00 Based on our invoice from Gati

Installation Cost 1 2,500.00 2,500.00 Management Estimates

TOTAL 8,22,967.75

The estimated cost for setting up and deploying stated above is for one ATM. The total estimated cost for deploying of 1,541 ATMs is Rs 12,681.93 Lacs.

Total Implementation Services

The total implementation services include site building, site interiors, signages and electrical items. The quotation for the same has been provided by Ace Constructions dated September 21, 2010.

Agreement with Axis Bank

For details of our agreement with Axis Bank, please see “History & Other Corporate Matters” on page 111 of this DRHP.

Approvals

For details of approvals required, please see “Licenses and Approvals” on page 234 of this Draft Red Herring Prospectus.

Schedule of Implementation

As of

March 31, 2011 March 31, 2012 Total

No of ATMs 847 757 1,541

We estimate 45 days to setup an ATM after identification of the location.


54

We do not intend to utilize the net proceeds of the Issue to procure any second hand equipment. The Promoters or the Directors or the Promoter Group entities do not have any interest in the proposed procurement of any equipment as stated above or any of the entities from whom we have obtained quotations.

2. Setting up of command center and managed services and support center

We propose to setup of command center and managed services and support center at Mhape. We propose to utilize this centre for various functions like 24X7 help desk, monitoring, repairs, software support and centralised training facilities. The centre will also house managers in central location who will manage on an all-India basis the roll-outs, after-sales service, managed services functions, vendor management, logistics support and cash services. This center will be utilized for setting up and deploying ATMs as well as for other segments.

The command center will be at TTC Industrial Area, Mahape, Maharashtra . The total super built up area estimated for the setting up of command center and managed services and support center is 4,646 sq mt. The total capital expenditure for the center is estimated at Rs 2,823.40 Lacs.

Particulars No of Units

Cost per Unit (Rs)

Total Cost (Rs in Lacs)


Building & Interiors

Development of plot 2,250 sq mt

5,380.00 121.05

Le décor dated September 21, 2010

Building Construction - RCC only 4,646 sq mt

16,140.00 749.86

Building glass cladding with fabrication 2,788 sq mt

5,918.00 164.99

Interior decoration from double height entrance lobby to inside

4,646 sq mt

21,520.00 999.82

Air Conditioning plant (500 ton) 100.00

Silent power generation 50.00

Consultancy charges 54.00

IT Infrastructure

Computer 500 69,838.00 349.19 Dell India Pvt Ltd dated September 21, 2010

Windows + Printer + MS Office 500 11,012.00 55.06 Shreeram Computer dated September 18, 2010

Servers 15 3,69,488.46 55.42 Dell India Pvt. Ltd dated July 30, 2010 (valid for 30 days)

Switches, Patch Panel, LAN Cables, Wi Fi access points

50 50,000.00 25.00 Lynx Computer dated June 10, 2010

Server OS 15 32,000.00 4.80 Shreeram Computer dated September 18, 2010

Server CAL 500 1,370.00 6.85 Shreeram Computer dated September 18, 2010

SQL Server 15 40,000.00 6.00 Shreeram Computer dated September 18, 2010

SQL CAL 50 8,000.00 4.00 Shreeram Computer dated September 18, 2010

ERP Use Licenses 100 47,629.92 47.63 Winspire Solution dated August 26, 2010

Terminal CAL 100 8,925.00 8.93 Network Techlab (India) Ltd dated September 21, 2010


55

Firewall 5 1,01,917.20 5.10 Logix Infosecurity Pvt Ltd dated September 14, 2010 (valid for 7 days)

MS Exchange / Lotus Notes 1 2,00,000.00 2.00 Shreeram Computer dated September 21, 2010

MS Exchange CAL 500 2,500.00 12.50 Shreeram Computer dated September 21, 2010

TOTAL 2,823.40

Building and Interiors

The building and interior costs includes piling of the building, skeleton of the building, masonry work, plumbing work, electrical work, doors and windows paneling, interiors and furnitures.

IT Infrastructure

The IT infrastructure cost includes computers, printers, IP phones, switches and software.

Approvals

For details of approvals required for the project, please see “Licenses and Approvals” on page 234 of this DRHP.


Particulars Date/ Expected date of commencement

Date/Expected date of Completion

Plot Development Jan 2011 March 11

Civil Works April 2011 August 2011

Interior Works September 2011 March 2012

IT Infrastructure

Placement of orders September 2011 -

Delivery at site and installation October 2011 December 2011

Power Connection September 2011 March 2012

Commencement of Center April 2012 -


3. Setting up of currency management branch offices at six cities

We propose to setup cash management branch offices at Cochin, Bangalore, Delhi, Mumbai, Hyderabad and Chennai. We would be using these offices for cash storage and management operations and cash transportation logistics. We propose to utilize Rs 860.17 Lacs from Issue proceeds for setting up cash management branch offices at six cities.

We have finalized the locations for currency management branch offices for Cochin and Bangalore and we have entered into lease agreements for these properties. The locations for setting up these currency management branch offices at other cities have not been finalized by us. We would be leasing the locations once the same are finalized.

The breakup of the estimated cost for setting up currency management branch offices is as follow –

Particulars No of Units

Cost per Unit (Rs in Lacs)

Total Cost (Rs in Lacs)


Deposit 1 25.00 25.00 Sanjay Khanna (Realty Consultant) dated September 15, 2010


56

Civil / Carpentry 1 26.07 26.07 Elaam Architects & Interior Designers dated September 18, 2010

Electrical Fittings 1 8.16 8.16 Elaam Architects & Interior Designers dated September 18, 2010

Cash Van 10 4.99 49.87 Tata Motors Limited dated September 21, 2010

Fabrication cost for VAN

10 1.25 12.50 Mercury Motor dated September 18, 2010

Architect Cost 1 2.25 2.25 Anil Shah & Associates (Architects & Engineers) dated June 16, 2010

Vault 1 15.26 15.26 Godrej Industries Ltd July 09, 2010

Camera Solution 25 0.17 4.25 Vulcan India dated September 15, 2010

TOTAL 143.36

The estimated cost for setting up and deploying stated above is for one currency management branch office. The total estimated cost for setting up 6 currency management branch offices is Rs 860.17 Lacs.


As of

March 31, 2011 March 31, 2012 Total

No of currency management branch offices

2 4 6

We estimate 4-6 months to setup a currency management branch office after identification of the location.


4. Financial transaction processing switch

We propose to setup financial processing switch at Mumbai at a third party service provider’s data centre. As per our agreement with Axis Bank we have to provide a financial transaction processing switch

Financial transaction processing switch is a financial message routing system that authorises an ATM to perform a transaction. The financial transaction processing switch connects the ATM to the bank’s banking software to enable authorisation of a withdrawal transaction and also to check balances, statements and other transactions on the ATM. The financial transaction processing switch also connects to other banks’ similar financial transaction processing switch to process transaction of customers of other banks, performed on the host bank’s ATM. The financial transaction switch is also used to authorise point of sale transaction.

We estimate the cost of setting up the financial transaction processing switch to be Rs 800 Lacs. The quotation for the same is provided by FIS Payments and Solutions and Services India Pvt. Ltd. dated September 20, 2010.


Particulars Date/ Expected date of commencement

Date/Expected date of Completion

Placement of orders Feb 2011 March 2011

Delivery at site and erection and installation April 2011 June 2011

Start of Operational July 2011 -



57

5. General Corporate Purposes

We intend to use approximately Rs [•] Lacs from the net proceeds of the Issue towards general corporate purposes. Our Board of Directors will have the flexibility in sanctioning the utilization of these proceeds for general corporate purpose including assessment of new opportunities in semi-autonomous IAD space, expansion of our operations domestically, working capital requirement, repayment of debt and other strategic initiatives.

Our Board of Directors will review various requirements from time to time and in response to the competitive and dynamic nature of the industry, our management will have the discretion to revise our business plan from time to time. To the extent that we seek to advance on any of the above mentioned fronts, we will utilize part of the funds raised in this Issue towards this purpose.

6. Meeting the issue expenses

The expenses for this Issue includes lead management fees, underwriting and selling commission, printing, stationery and distribution expenses, legal fees, advertisement expenses, registrar fees, depository charges and listing fees to the Stock Exchanges, among others. The total expenses for this Issue are estimated to be approximately Rs [•] Lacs, which is [•]% of the Issue size.All the Issue related expenses shall be met out of the proceeds of the Issue and the break-up of the same is as follows:

Activity Expense*(Rs. In lacs)

Expense (% of total expenses)

Expense (% of Issue Size)

Lead management fee and underwriting and selling commissions

[•] [•] [•]

SCSB’s commission [•] [•] [•]

Advertising and marketing expenses [•] [•] [•]

Printing and stationery [•] [•] [•]

Registrar’s fee, legal counsel, IPO grading [•] [•] [•]

Others [•] [•] [•]

Total estimated Issue expenses [•] [•] [•]

* To be completed after finalization of Issue Price

Interim Use of Proceeds

The management, in accordance with the policies set up by the Board, will have flexibility in deploying the net proceeds received by our Company from the Issue. Pending utilization for the purposes described above, we intend to invest the funds in high quality interest/dividend bearing liquid instruments including money market mutual funds, inter-corporate deposits, deposits with banks for necessary duration or reducing the working capital / term borrowings from banks and financial institutions. No part of the Issue proceeds will be paid by us as consideration to our Promoters, Directors, key management personnel or subsidiaries or group companies.

Monitoring of Utilization of Funds

There is no requirement for a monitoring agency in terms of Regulation 16 of the SEBI (ICDR) Regulations. The Audit Committee appointed by the Board of Directors will monitor the utilization of the proceeds of the Fresh Issue. As required under clause 43 of the Listing Agreement, we will disclose the details of the utilization of the Fresh Issue proceeds periodically, including interim use, under a separate head in our financial


58

BASIS OF ISSUE PRICE BASIS OF 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 offered Equity Shares by the Book Building Process. The face value of the Equity Shares is

Rs. 10 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. Investors should also refer to the section “Risk Factors” on page 12 and “Financial Statements” on page 143 to get more informed view before making an investment decision.

Qualitative Factors:

We believe the following competitive strengths allow us to successfully compete in our areas of operations –

1. Offer products of global technology players whom we have long standing relationships

2. Long term relationship with our customers

3. End-to-end solutions provider in our areas of operation

4. Diversified revenue stream and product portfolio

5. Experienced and strong management team

6. Common infrastructures including pan-India support network across all business segment

For details, please refer to “Business Overview – Our Competitive Strengths” beginning on page 81 of this Draft Red Herring Prospectus.

Quantitative Factors:

Information presented in this section is derived from our audited restated standalone financial statements prepared in accordance with Indian GAAP. Some of the quantitative factors, which form the basis for deciding the price, are as follows:

1. Earnings per Share (Basic & Diluted EPS) (Post-Bonus issue on June 23, 2010)

Year Basic & Diluted EPS (Rs.) Weights

Year ended March 31, 2010 10.83 3



Weighted Average 9.47

2. Price/Earning (P/E) ratio in relation to Issue Price of Rs. [••••]

a. Based on fiscal year 2010 Basic & Diluted EPS (after bonus issue of Rs. 10.83) – [•]

3. Industry P/E

We are in the business of sourcing high-end technology products-both hardware and software, and customizing, integrating, installing and maintaining them. We provide a spectrum of services around these products to the banking, retail, petroleum and colour segments. We have also entered into semi-autonomous IAD business for deploying and maintaining ATMs. There are no comparable listed companies and hence the Industry P/E is not given.

4. Return on Net Worth (RoNW)

Year RoNW (%) Weights




Weighted Average 31.15


59

5. Minimum return on increased Net Worth required to maintain pre-Issue Basic & Diluted FY 2010 EPS (after

bonus of Rs. 10.83) – [•]

6. Net Asset Value per share (NAV)*

Particulars NAV (Rs.)

As at March 31, 2010 142.68

As at March 31, 2010 after bonus issue on June 23, 2010 38.05

After Issue at Issue price [●]

Issue Price per Equity Share [●]

*NAV on Equity Share of Face Value of Rs.10

Issue Price per Equity Share will be determined on conclusion of book building process.

7. Comparison with industry peers

We are in the business of sourcing high-end technology products-both hardware and software, and customizing, integrating, installing and maintaining them. We provide a spectrum of services around these products to the banking, retail, petroleum and colour segments. We have also entered into semi-autonomous IAD business for deploying and maintaining ATMs. There are no comparable listed companies and hence the comparison with industry peers is not given.

8. Issue Price of Rs. [•] is [•] times of the face value at the lower end of the price band and [•] times of the face

value at the higher end of the price band. The Issue Price of Rs. [•] has been determined by us and the Selling Shareholder in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares by way of Book Building and is justified on the basis of the above factors.

9. The BRLMs beleive that the Issue Price of Rs. [•] is justified in view of the above qualitative and quantitative parameters. See the chapter titled “Risk Factor” beginning on page 12 of the Draft Red Herring Prospectus and the financials of our Company including important profitability and return ratios, as set out in the Auditors’ Report in the “Financial Statements” on page 143 of the Draft Red Herring Prospectus to have a more informed view.


60

STATEMENT OF TAX BENEFIT

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS AS PER THE CERTIFICATE ISSUED BY STATUTORY AUDITORS OF THE COMPANY

The Board of Directors AGS Transact Technologies Limited 601/602, Trade World, “B” Wing, Kamala City, S. B. Marg, Lower Parel (W), Mumbai- 400013 Dear Sirs, Statement of Possible Tax Benefits available to the Company and its shareholders We hereby report that the enclosed statement states the possible tax benefits available to the Company under the Income-tax Act, 1961 presently in force in India and to the shareholders of the Company under the Income tax Act, 1961 and other Direct Tax Laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed in the enclosed statement are not exhaustive. This statement is only intended to provide general information to the investors 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: i. the Company or its shareholders will continue to obtain these benefits in future; or ii. the conditions prescribed for availing the benefits have been / would be met with. The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. The views are exclusively for the use of AGS Transact Technologies Limited. We shall not be liable to AGS Transact Technologies Limited for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. Yours Faithfully For Shah & Co. Chartered Accountants FRN: 109430W Ashish H. Shah Partner M. No. 103750 Mumbai: September 17, 2010


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STATEMENT OF TAX BENEFITS

Statement of “Tax benefit” available to the Company and its shareholders SPECIAL TAX BENEFITS The Company is eligible to claim deduction @ 30% of profit from manufacturing activity of Daman Unit u/s 80 IB of Income Tax Act, 1961 up to F.Y.2012-1013 GENERAL TAX BENEFITS As per the present provisions of Income-tax Act, 1961 (hereinafter referred to as “the Act”) and other laws as applicable for the time being in force in India, the following tax benefits are available to the company and to the shareholders of the company, subject to fulfillment of prescribed conditions under the relevant provisions of the statute: A. TO THE COMPANY 1. Under Section 32 of the Act, the company is entitled to claim depreciation allowance at the rates prescribed

under the Income Tax rules,1962 on all its tangible and intangible assets as explained in the said section, acquired and put to use for its business.

2. Under Section 10(34) of the Act, dividend income referred to in section 115-O of the Act (whether interim or

final) received by the company from any other domestic Company (in which the company has invested) is exempt from tax in the hand of the Company.

3. The income received by the company from distribution made by any mutual fund specified Under Section

10(23D) of the Act in respect of which tax is paid by such mutual fund u/s. 115R of the Act or from the Administrator of the specified undertaking or from the specified companies referred to in section 10(35) of the Act is exempt from tax in the hands of the Company.

4. Under Section 10(38) of the Act, the Long-term Capital Gains arising on transfer of Long Term securities,

being shares or unit of an equity oriented fund which are chargeable to Securities Transaction Tax, are exempt from tax in the hands of the company. Provided that income by way of long term capital gain of a company shall be taken into account in computing the book profit u/s 115JB of the Act.

5. As per the provisions of Section 32(2) of the Act, where effect cannot be given either in full to any depreciation

allowance under sub-section (1) in any previous year, owing to there being no profits or gains chargeable for that previous year, or owing to the profits or gains chargeable being less than the allowance, then, subject to the provisions of sub-section (2) of section 72 and sub-section (3) of section 73, the allowance or the part of the allowance to which effect has not been given, as the case may be, shall be added to the amount of the allowance for depreciation for the following previous year and deemed to be part of that allowance, or if there is no such allowance for that previous year, be deemed to be the allowance for that previous year, and so on for the succeeding previous years without any time limit.

6. As per the provisions of Section 72 of the Act, unabsorbed business loss under the head “Profits and Gains of

Business or Profession” can be carried forward and set off against the profits of any business or profession in a subsequent year. The loss cannot be carried forward for more than eight assessment years.

7. Capital Gains: 7.1 As per the provisions of Section 112(1)(b) of the Act, other Long-term Capital Gains arising to the company

are subject to tax at the rate of 20% (plus applicable surcharge and education cess) after considering


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indexation benefit. However, as per the Proviso to that section, the long-term capital gains resulting from transfer of listed securities or units [not covered by section 10(36) and 10(38) of the Act], are subject to tax at the rate of 20% on long-term capital gains worked out after considering indexation benefit (plus applicable surcharge and education cess), which would be restricted to 10% of long-term capital gains worked out without considering indexation benefit (plus applicable surcharge and education cess).

7.2 As per the provisions of section 111A of the Act, Short-term Capital Gains arising to the company from

transfer of Equity Shares in any other company through a recognized stock exchange or from sale of units of any equity-oriented mutual fund are subject to tax @ 15% (plus applicable surcharge and education cess), if such transaction is subjected to Securities Transaction Tax.

7.3 Further the tax benefits related to capital gains are subject to the CBDT circular No. 4/2007 dated 15/6/2007

and on fulfillment of criteria laid down in the circular, the company will be able to enjoy the concessional benefits of taxation on capital gains.

7.4 In accordance with and subject to the conditions specified in Section 54EC of the Act, the Company would be

entitled to exemption from tax on Long-term Capital Gains [not covered by section 10(36) and section 10(38) of the Act] if such capital gain is invested in any of the long-term specified assets (hereinafter referred to as the “new asset”) to the extent and in the manner prescribed in the said sections. If the new asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains for which exemption is availed earlier would become chargeable to tax as long term capital gains in the year in which such new asset is transferred or converted into money. However, investment made in long term specified asset by assessee during any financial year cannot exceed 50 Lacs.

8. Under Section 115JAA of the Act, the Company shall be eligible for credit in respect of difference between the

tax paid under section 115JB of the Act. and Income Tax computed as per normal provisions of the Act. Such tax credit shall be carried forward and set off in accordance with provisions of Section 115JAA of the Act.

9. Under section 35D of the Act, the Company shall be entitled to a deduction equal to 1/5th of the expenditures

incurred as specified in the said section, including expenditures incurred on present issue, such as under writing commission, brokerage and other charges, by way of amortization over the period of 5 years, subject to the provision of the said section.

10. Under Section 80G of the Act, the deduction will be available to the Company in respect of amount

contribution as donations to various charitable institutions/trust subject to fulfillment of condition provided under the said section.

B. TO THE SHAREHOLDERS OF THE COMPANY: I. RESIDENT SHAREHOLDERS 1. Under Section 10(34) of the Act, dividend referred to in section 115-O of the Act (whether interim or final)

received from a domestic company is exempt from tax in the hands of the resident shareholders of the Company.

2. Under Section 10(38) of the Act, the Long-term Capital Gain arising on transfer of securities, which are

chargeable to Securities Transaction Tax, are exempt from tax in the hands of the resident shareholders. 3. As per the provisions of Section 112(1)(a) of the Act, other Long-term Capital Gains arising to the resident

shareholders are subject to tax at the rate of 20% (plus applicable surcharge and education cess). However, as per Proviso to that section, the long-term capital gains resulting from transfer of listed securities or units [not covered by section 10(36) and 10(38) of the Act], are subject to tax at the rate of 20% on long term capital gains after considering the indexation benefit (plus applicable surcharge and education cess), which would be


63

restricted to 10% of long term capital gains without considering the indexation benefit (plus applicable surcharge and education cess).

4. As per the provisions of section 111A of the Act, Short-term Capital gains arising to the resident shareholders

from the transfer of Equity Share in a company through a recognized stock exchange are subject to tax @15% (plus applicable surcharge and education cess.) if such a transaction is subjected to Securities Transaction Tax.

5. U/s 36(1)(xv) of the Income tax Act STT paid by an assessee in respect of share trading transaction will be

allowed as deduction in computing his business income. 6. In accordance with and subject to the conditions specified in Section 54EC of the Act, the resident

shareholders would be entitled to exemption from tax on Long-term Capital Gains [not covered by section 10(36) and section 10(38) of the Act], if such capital gains are invested in any of the long-term specified assets being bonds (hereinafter referred to as the “new asset”) to the extent and in the manner prescribed in the said sections. However, investments in Long Term specific assets by assessee during any financial year cannot exceed Rs.50 Lacs. If the new asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains for which exemption is availed earlier would become chargeable to tax as long term capital gains in the year in which such new asset is transferred or converted into money.

7. In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject to

the conditions and to the extent provided in Section 54F of the Act, the shareholder is entitled to exemption from Long-term Capital Gains arising from the sale of shares in the Company [not covered by sections 10(36) and 10(38) of the Act], if the net sales consideration is invested for purchase or construction of a residential house. If part of the net consideration is invested within the prescribed period in a residential house, such gains would not be chargeable to tax on a proportionate basis. If, however, such new residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains for which the exemption was availed earlier would taxed as long-term capital gains of the year in which such residential house is transferred.

8. As per section 10(32) of the Act, any income of minor child/children clubbed in the total income of the parent

under section 64(1A) of the Act will be exempt from tax to the extent of Rs. 1500 per minor child. 9. Ay brought forward short-term capital loss is allowed to be set-off against short term as well as long –term

capital gain subject to the fulfillment of conditions as provided under section 74 of the Act. Whereas, brought forward long-term capital loss is allowed to be set-of only against long-term capital gain of the subsequent years. Such capital loss can be carried forward for eight years immediately succeeding the assessment year in which the loss was incurred.

II. Non – Resident Indian shareholders other than Foreign Institution Investors and Foreign Venture Capital

Investors: 1. Under Section 10(34) of the Act, dividend referred to in section 115O of the Act (whether interim or final)

received from a domestic company is exempt from tax in the hands of the Non – Resident Indian shareholders shareholders of the Company.

2. As per section 10(32) of the Act, any income of minor child/children clubbed in the total income of the parent

under section 64(1A) of the Act will be exempt from tax to the extent of Rs. 1500 per minor child. 3. Under Section 10(38) of the Act, the Long-term Capital Gain arising on transfer of securities, which are

chargeable to Securities Transaction Tax, are exempt from tax in the hands of the Non – Resident Indian shareholders shareholders.


64

4. As per the provisions of Section 112(1)(a) of the Act, other Long-term Capital Gains arising to the Non – Resident Indian shareholders are subject to tax at the rate of 20% (plus applicable surcharge and education cess). However, as per Proviso to that section, the long-term capital gains resulting from transfer of listed securities or units [not covered by section 10(36) and 10(38) of the Act], are subject to tax at the rate of 20% on long term capital gains after considering the indexation benefit (plus applicable surcharge and education cess), which would be restricted to 10% of long term capital gains without considering the indexation benefit (plus applicable surcharge and education cess).

5. As per the provisions of section 111A of the Act, Short-term Capital gains arising to the Non – Resident Indian

shareholders from the transfer of Equity Share in a company through a recognized stock exchange are subject to tax @15% (plus applicable surcharge and education cess.) if such a transaction is subjected to Securities Transaction Tax.

6. U/s 36(1)(xv) of the Income tax Act STT paid by an assessee in respect of share trading transaction will be

allowed as deduction in computing his business income. 7. In accordance with and subject to the conditions specified in Section 54EC of the Act, the Non – Resident

Indian shareholders would be entitled to exemption from tax on Long-term Capital Gains [not covered by section 10(36) and section 10(38) of the Act], if such capital gains are invested in any of the long-term specified assets being bonds (hereinafter referred to as the “new asset”) to the extent and in the manner prescribed in the said sections. However, investments in Long Term specific assets by assessee during any financial year cannot exceed Rs.50 Lacs. If the new asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains for which exemption is availed earlier would become chargeable to tax as long term capital gains in the year in which such new asset is transferred or converted into money.

8. Option of taxation under chapter XII-A of the Income Tax Act:

Non- resident Indian as defined in section 115C (e) of the Act. being shareholders of an Indian Company, have the option under section 115 I of the Act, to be governed by the provisions of chapter XII-A of the Act,

9. As provided under section 90(2) of the Act, the provision of the Act would prevail over the provisions of the

relevant tax treaty to the extent the same is more beneficial to the non-resident. III. Foreign Institutional Investors (FIIs) 1. Under Section 10(34) of the Act, dividend referred to is section 115-O of the Act (whether interim or final)

received from a domestic company is exempt from tax in the hands of the Foreign Institutional Investors (FIIs) shareholders of the Company.

2. Under Section 14A of the Act, no deduction is allowed in respect of any expenditure incurred in relation to

earning of such dividend income. The quantum of such disallowance is to be computed in accordance with the Rule 8 D of the Income Tax Rule.

3. Any losses arising from sale/ transfer of share or unit purchased 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 disallowed to the extent of dividend income as provided under section 94 (7) of the Act.

4. The income by way of short term capital gains or long term capital gains (not covered under section 10(36) of

the Act) realized by FIIs on Sales of shares in the company would be taxed at the following rates as per section 115 AD of the Income Tax Act, 1961.

• Short Term Capital Gains – 30%.


65

• Long Term Capital Gains – 10% (Without Cost Indexation and protection against Foreign Exchange Fluctuation (Shares held in a company could be for a period exceeding 12 months).

5. Under Section 54 EC of the Income Tax Act, 1961, and subject to the conditions and to the extent specified therein, long term capital gains (in cases not covered under section 10(36) of the Act), arising on the transfer of shares of the Company will be exempt from Capital gains tax if the capital gain are invested a period of 6 months after the date of such transfer for a period of at least 3 years in bonds issued by:

a. National Highway Authority of India constituted under section 3 of the National Highway Authority of India Act, 1988.

b. Rural Electrification Corporation Limited, the company formed and registered under the Companies Act, 1956.

6. As provided under section 90(2) of the Act, the provision of the Act would prevail over the provisions of the

relevant tax treaty to the extent the same is more beneficial to the Foreign Institutional Investors (FIIs). IV. MUTUAL FUNDS

In case of a shareholder being a Mutual fund, as per the provisions of Section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India are exempt from income-tax, subject to the notified conditions. However, Mutual Fund is liable to pay tax on distributed income to unit holders under section 115 R of the Act.

V. VENTURE CAPITAL COMPANIES / FUNDS

In case of a shareholder being a Venture Capital Company / Fund, any income of Venture Capital Companies / Funds registered with the Securities and Exchange Board of India, are exempt from income-tax, subject to the conditions specified in Section 10(23FB) of the Act.

C. BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957

‘Asset’ as defined under section 2(ea) of the Wealth Tax Act, 1957, does not include share in companies. Hence, the shares are not liable to Wealth Tax.

D. BENEFITS AVAILABLE UNDER THE GIFT TAX ACT, 1958

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.

Notes: 1. All the above benefits are as per the current tax law and will be available only to the sale by first named

holder in case the shares are held by joint holders. 2. 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 (DTAA), if any, between India and the country in which the non-resident has fiscal domicile.

3. In view of the nature of tax consequences, being based on all the facts, in totality, of the investors, each

investor is advised to consult his / her own tax advisor with respect to specific tax consequences of his / her participation in the scheme.


66

4. The above statements of possible Direct Tax benefit sets out the provision of Law in a summary manner only

and is not a complete analysis or listing of all potential tax consequences of purchase, ownership and disposal of Equity Shares.

5. In view of the individual nature of tax consequences, each investor is advised to consider his / her / its own

case. The tax implications of an investment in the Equity Shares, particularly in view of the fact that certain recently enacted legislations may not have direct legal impact.

For SHAH & CO. CHARTERED ACCOUNTANTS FRN 109430W ASHISH H SHAH PARTNER Membership No.103750 Mumbai: September 17, 2010


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SECTION IV

ABOUT THE ISSUER COMPANY A. INDUSTRY OVERVIEW Introduction to Retail banking: Retail banking has grown exponentially over the last few years driven, primarily, by the increase in the number of branches, ATM installations, debit cards and the consequent increase in electronic transactions. All this is geared towards servicing the Indian retail banking sector that is among the largest market segments in the world. In India, retail banking is catered to by the Indian commercial banking sector.

The Indian commercial banking sector is split into three types of banks: 1) Public sector banks that comprise of ‘nationalized’ banks and the State Bank of India group, 2) domestic private banks, and 3) foreign private banks. There are also a range of co-operative financial institutions that are regulated by the RBI as is every other bank in the country. Aggregate deposits as of June 2010 of all scheduled commercial banks stood at Rs. 4,55,88,360 mn up by 14% from June 2009. For the purpose of this industry overview we will be analyzing the scheduled commercial banks that are regulated by the RBI. The commercial banking sector dominates the market, accounting for 96% of banking sector assets and 81% of total branches. The total assets of scheduled commercial banks were INR 52,413,310mn, up 21% from the previous year. Commercial banking is still dominated by 27 public sector banks, which account for 85% of branches and 71% of total assets. The State Bank of India (SBI) Group remains India’s largest financial institution, with assets of Rs. 12,282,120 mn and 16062 branches. Source: RBI Annual Trends and Progress in Banking 2008-09

There are 22 private domestic banks, representing just 14% of commercial bank branches but nearly 19.6% of assets. ICICI Bank is the largest private sector bank. Even though most new private banks have small branch networks, some – including ICICI Bank, Axis Bank and HDFC Bank – are among the leading ATM deployers in India representing about 15% of total assets. Source: RBI Annual Trends and Progress in Banking 2008-09

There are 31 foreign banks that play a relatively small part in the banking sector. They account for 293 branches and 8.5% of commercial bank assets. In the past, foreign banks had a competitive edge over domestic (particularly state-owned) institutions, owing to their wide product ranges and high standards of service. Domestic private sector banks are becoming increasingly competitive while foreign banks are expected to try to leverage their international networks to differentiate themselves.

The total number of branches in the country as of March 2009 is 64,608, down by 2.3% from 66,195 in March 2002. An interesting dynamic is the changing geographical segmentation of these branches. While rural branches used to account for almost half of all branches, they now account for 31%. 25% of all branches are in semi-rural areas, 22% in urban areas and 21% in metropolitan areas (i.e. cities with a population of more than 1 million).

Figure 1.1: Branch and ATM’s of scheduled commercial banks, March 2009. Source: RBI Trends and progress of Banking in India 2008-09

Rural Semi-

urban

Urban Metro-

politan

Total On-site Off-site Total

Scheduled Commercial Banks 20,058 16,146 14,761 13,643 64,608 24,645 19,006 43,651 43.5 67.6

Public Sector Banks 18,941 13,504 11,994 10,999 55,438 17,379 9,898 27,277 36.3 49.2

Nationalised Banks 13,381 8,669 8,951 8,375 39,376 9,861 5,177 15,038 34.4 38.2

State Bank Group 5,560 4,835 3,043 2,624 16,062 7,146 4,193 11,339 37.0 70.6

Private Sector Banks 1,113 2,638 2,715 2,411 8,877 6,996 8,324 15,320 54.3 172.6

Foreign Banks 4 4 52 233 293 270 784 1,054 74.4 359.7

Name of the Bank Branches ATMs Per cent

of Off-site

to total

ATMs

Per cent

of ATMs

to

Branches


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The Indian ATM industry Overview The first ATM’s were introduced into India by banks, also known as deployers, in 1988. Banks installed proprietary machines that catered to the needs of their retail customers and charged them high charges to use this service. Up till 1997, ATM additions grew at a lackluster pace precisely because of this cost. However, the introduction of the first shared ATM cash network in 1997 changed the face of the industry. Cash networks allowed retail customers of individual networked banks to use an ATM of another bank thereby reducing the dependence of belonging to a bank with a large ATM network. While the transaction costs were still high, this allowed the customer to use the ATM card more frequently and efficiently. Between 1997 and 1998, ATM deployment grew at a rate of 160% and numbers almost doubled year-on-year in absolute terms on the back of the proliferation of these networks. The growth in ATM installations since 1999 has been exponential. The RBR Global ATM Market and Forecasts to 2015 shows that there were 520 ATMs countrywide in 1999 which have now grown to 59,737 in 2009. (Refer Figure 1.2) Between 2008 and 2009, the total number of ATMs installed by the banks grew by 37% per cent (16,086). ATM installations have grown at a 4 year CAGR of 29.64%.

Figure 1.2: Number of ATM installations 1988 – 201f. Source: RBR Global ATM Market and Forecasts to 2015

RBR had earlier forecasted that 43,400 ATM’s would be installed as of December 2008 in their earlier report RBR Global ATM Market and Forecasts to 2013. Recent RBI data shows that these forecasts are in line as number of installed ATM’s in 2009 stand at 43,651. RBR has forecasted that there will 75,000 ATM’s as of 2010. Source: RBR Global ATM Market and Forecasts to 2015 There are a total of five networks in India that are currently in operation with some banks belonging to two or more of them and few belonging to none. The largest network belongs to INFINET (Indian Financial Network), also known as the National Financial Switch (NFS), which was launched in August 2004. This network is managed by Euronet Services India, and serves not only as an ATM switch, but also as a conduit for transactions originating from other channels, e.g. internet banking. On 1st July 2008, SBI connected its ATM network to INFINET. This increased the number of ATM’s in the network to 37,000 ATMs belonging to 31 banks. This was a key development in the evolution of ATM usage as SBI has the largest number of retail customers in India. Other member banks include ICICI Bank, Axis Bank, Canara Bank, HDFC, Union Bank of India, Bank of Baroda and Punjab National Bank. There is overlap over the shared network of ATMs. INFINET/NFS has now grown to 56,711 ATM’s in 2009, making it the largest ATM Cash network. Source: Retail Banking Research Limited (RBR)

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Figure 1.3: Number of ATM’s by Cash Network. Source: RBR Global ATM Market and Forecasts to 2015

Cash withdrawal remains the major driver of ATM usage. RBR estimates that the average proportion of ATM transactions made up by cash withdrawals account for 62%. This figure has fallen from 72% in 2007 as a wider range of facilities have been made available at the ATM and increased sharing of machines has boosted the number of balance enquiries. Their research also shows that on average of around 5,600 cash withdrawals is made per ATM per month, with an average withdrawal value of approximately Rs. 3,700 (USD 76). Their survey reported that the highest usage was reported by SBI with a figure of over 7,800 withdrawals per ATM per month though this represents a decrease from the 2007 figure, which was in excess of 9,000. However this could also be a result of an increase in the average withdrawal in itself. Source: RBR Global ATM Market and Forecasts to 2015

Transaction volumes vary considerably between banking sectors with the three large new private sector banks (ICICI bank HDFC Bank and Axis bank) reporting monthly cash withdrawals volumes of between 5,300 and 8,250 per ATM. Nationalized banks generally show lower monthly usage rates (ranging from 2,000 and 5,000 withdrawals per terminal per month. Indian banks quoted average withdrawal values between Rs. 2,500 (USD 51) and Rs. 4,000(USD 82). In general private sector banks report higher average values than public sector banks. Source: RBR Global ATM Market and Forecasts to 2015

The average charge for using ATMs connected to INFINET is Rs. 18 per cash withdrawal and Rs. 8 pre balance enquiry. This has come down from Rs. 20 and Rs. 10 in 2005. With the increasing number of features on ATMs’ non-cash transactions have also proven to be successful among retail customers as balance checking, mini statement printing have started to accompany each cash transaction and this brings in added revenue to both banks and cash networks. Key trends driving ATM installation and usage Growing Adoption of the debit card: A key driver of ATM installations has been the growing adoption of the debit card. The debit card is the access card for the ATM and its growing popularity is making it the key conduit for electronic payment. ATM growth is directly proportional to the issuance of debit cards. From a banks perspective, it is the growing issuance of the debit card and its accompanying user friendly environment that is influencing ATM withdrawal rather than account opening. As of March 2010, a total of 1,819.59 lac debit cards were outstanding - a 4 year CAGR of 38%.

Year Number of Debit Cards Outstanding

2005-06 497.63

2006-07 749.76

2007-08 1024.37

2008-09 1374.31

2009-10 1819.59

2010-11* 1919.12

*As of June 2010; Source: RBI monthly Bulletin

RBR forecasts the number of such cards held by Indian consumers to more than double reaching approximately 450 million by 2015.

Increasing functionality of the ATM is also making every trip more useful for the customer and increasing revenue streams for the deployer. ATMs in India have now reached high levels of functionality which are continuously

Network Number of ATM's

Infinet 56,711

Cashnet 12,723

Cashtree 7,520

Mitr 6,105

Bancs 2,856


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evolving. Functions can be broadly defined as 1) Cash and 2) Non cash. Cash would involve withdrawal and, now, even cash deposit. Envelope deposits are possible at a significant proportion of terminals including some belonging to SBI, Bank of India ICICI bank and Axis Bank. Non cash involves balance enquiry, full or mini statement printing and PIN change. Almost 80% of terminals allow the customer to pay utility bills and transfer funds between accounts including all ATMs belonging to SBI, Axist Bank HDFC and ICICI bank. Over 90% of machines, including the entire ATM fleets of SBI, HDFC, ICICI bank and Axis Banks now offer mobile phone top-ups. Other facilities are booking of travel tickets and even direct transfers of donation payments to well known charities. Bank advertising is displayed on approximately 90% of ATMs, even though third party advertising is still not permitted by the RBI. Envelope deposits and account transfers are key customer transactions that are making the ATM a very probable substitute to a branch. Public sector banks (PSB’s) are driving the recent installations: In the early days of the ATM, key deployers were foreign banks that portrayed this service as a premier offering. Private bank’s followed suit to compete with them. This left out the majority of Indian retail bank customers that have traditionally banked with nationalized banks like SBI and Canara bank. Recent years has shown that Public sector banks have become the biggest deployers of ATMs to bridge this huge gap. The country’s largest deployer is now the SBI group. SBI group recently joined the INFINET/NFS network that now connects over 50000 ATMs. With 21,471 ATMs, the SBI group accounts for 36% of the installed base up from 24% in 2007. In both 2007 and 2008 its share of the installed base decline slightly as mainly private sector competitors installed ATM’s at a faster rate, but the SBI group installed 10,000 terminals between March 2009 and March 2010, almost doubling its fleet. This is a world record number of new units shipped by a bank in a 12- month period. Source: RBR Global ATM Market and Forecasts to 2015 Six other deployers– ICICI Bank, Axis Bank and HDFC Bank, along with public sector institution, Canara Bank, Union Bank of India and Punjab National Bank had more than 2000 ATMs, accounting for a combined market share of 34%. Source: RBR Global ATM Market and Forecasts to 2015 The current ATM to branch ratio is 67.6%. (Refer Fig 1.1) While the ratio for new private sector banks and foreign banks is 3, public sector banks, with their huge branch networks, skew this number by only having half the number of ATMs as branches. This only proves further, the huge potential for further ATM growth.

Figure 1.5: Branch and ATM’s of scheduled commercial banks, March 2009. Source: RBI Trends and progress of Banking in India 2008-09

Rural Semi-

urban

Urban Metro-

politan

Total On-site Off-site Total

2 3 4 5 6 7 8 9 10 11 12 Scheduled Commercial Banks 20,058 16,146 14,761 13,643 64,608 24,645 19,006 43,651 43.5 67.6

Public Sector Banks 18,941 13,504 11,994 10,999 55,438 17,379 9,898 27,277 36.3 49.2

Nationalised Banks 13,381 8,669 8,951 8,375 39,376 9,861 5,177 15,038 34.4 38.2

State Bank Group 5,560 4,835 3,043 2,624 16,062 7,146 4,193 11,339 37.0 70.6 Private Sector Banks 1,113 2,638 2,715 2,411 8,877 6,996 8,324 15,320 54.3 172.6

Old Private Sector Banks 842 1,554 1,344 933 4,673 1,830 844 2,674 31.6 57.2

New Private Sector Banks 271 1,084 1,371 1,478 4,204 5,166 7,480 12,646 59.1 300.8

Axis Bank Ltd. 30 189 314 253 786 1,004 2,591 3,595 72.1 457.4

Development Credit Bank Ltd. 4 14 13 50 81 73 43 116 37.1 143.2

HDFC Bank Ltd. 67 325 468 548 1,408 1,749 1,546 3,295 46.9 234.0

ICICI Bank Ltd. 138 461 400 410 1,409 1,863 2,850 4,713 60.5 334.5

IndusInd Bank Ltd. 5 36 88 53 182 174 182 356 51.1 195.6

Kotak Mahindra Ltd. 14 37 48 121 220 212 175 387 45.2 175.9

Yes Bank Ltd. 13 22 40 43 118 91 93 184 50.5 155.9

Foreign Banks 4 4 52 233 293 270 784 1,054 74.4 359.7

Per cent

of Off-

site to

total

ATMs

Name of the Bank Branches ATMs Per cent

of ATMs

to

Branches


71

The Reserve Bank of India is responsible for regulating the Indian ATM market. In 2009 a key regulation that mandated that all cash withdrawal from an ATM was to be made free of charge was critical to increasing usage. This did not adversely impact the banks because they were still allowed to charge non-bank customers an acquisition cost (better known us off-us transactions). This would be paid by the customer’s bank. Banks have been also been advised to reimburse the amount wrongfully debited on account of failed ATM transactions within a maximum period of 12 days from the date of receipt of customer complaint and effective from July 17, 2009 back to the customer.

The Annual Policy Statement for the year 2008-09 liberalized the eligibility norms for opening up of on-site ATMs. UCBs (Urban Co-operative Banks) that were registered in States which had entered into MoU with the Reserve Bank or were registered under the Multi-State Co-operative Societies Act, 2002 and classified in Grades other than Grade III and IV could set up on-site ATMs without prior approval of the Reserve Bank.

The branch licensing norms have also been liberalized. Approvals for branch expansion, including off-site ATMs, in respect of well-managed and financially sound UCBs in the States that have signed MOU’s and those registered under the Multi-State Co-operative Societies Act, 2002, would be considered based on their annual business plans. In June 2009, the RBI permitted SCBs to install Off-site ATMs at places identified by them, without having the need to take permission from the Reserve Bank in each case. This would, however, be subject to any direction which the Reserve Bank may issue, including for closure/shifting of any such Off-site ATMs, wherever so considered necessary by the Reserve Bank.

Fig 1.6: Steady liberalization of ATM regulation by RBI. Source: RBI

On 4th May 2010, RBI in its Annual Policy Statement, allowed well managed UCBs to set up off-site ATMs without seeking approval through the Annual Business Plans. Another trend is the evolution of off-site ATMs. ATMs can be on-site, which means part of the branch, or offsite, which means away from the branches. Development of off-site ATMs in the 2000’s was critical to the growth of ATMs as private and foreign sector banks aggressively deployed them as an alternative to setting up new branches. For instance ICICI bank and Axis bank have placed 60% and 72% of their machines offsite respectively. Non branch machines are concentrated in the most heavily populated urban areas and business districts. In contrast to many other countries the proportion of Indian ATMs located offsite has actually been falling in the last few years primarily due to public sector banks catching up on ATM deployment. Of all the ATMs installed in the country at end-March 2009, nationalized banks had the largest share of on-site ATM’s whereas private sector banks had the largest share in offsite ATMs. (Ref Fig 1.1) A small percentage of offsite terminals are believed to be mobile ATMs. Wall units, popular globally, are rare in India leading to two thirds of branch based ATMs being located in lobbies. SBI, the bank with the largest number of branches and the largest deployer of ATMs, has almost half of its ATMs offsite. Indian deployers outsource first line maintenance and cash replenishment for both branch and offsite ATMs. Exceptions are SBI which does its own cash replenishment and Canara bank which does both in-house. These agents are Prism, AGS Transact Technologies and Euronet. Cash replenishment is carried out by cash-in-transit companies such as Brink’s Loomis and G4S. Local providers include CMS info Syustems, writers Safeguared and Securitrans India. These agencies have now evolved beyond plain vanilla maintenance and cash replenishment to holistic management of the bank’s ATM network. This is referred to as Semi-Autonomous Independent Agency Deployer (IAD). Second line maintenance is outsourced by all major deployers to the ATM manufacturers. Manufacturers of ATM’s: NCR, Diebold and Wincor Nixdorf are the three main ATM suppliers to Indian banks. Wincor Nixdorf has seen a significant increase in its share from 10% in 2007 to 19% in 2009 which has allowed it to close the gap and eat into NCR and Diebold’s market shares. It is a major supplier to some larger banks catering to 54% and 8% of ICICI and Axis Bank’s fleet respectively. Other manufacturers are Triton and Sigma. Source: RBR

2005

RBI introduced regulation stipulating that banks must seek annual

approval for their three year ATM deployment

plans

2008-09

The eligibility norms for

opening up of on-site ATMs were liberalized.

April 2009

Cash withdrawal from Automated Teller

Machines (ATMs) of the banks was made free of

charge

June 2009

RBI permitted SCBs to install Off-site ATMs at centers/places identified by them, without having

the need to take permission


72

Future growth of the Indian ATM market The Indian ATM market has witnessed sharp growth in the last five years. More importantly it is one of the only regional markets where future expansion is highly plausible given the low ATM to branch ratio and the fact that a great number of India’s towns are still underserved. Banks are also obliged by law to open one rural branch for every four they open in urban or suburban locations. On average private sector banks have only one ATM per branch but public sector banks have only one for every three branches. The density of ATMs is low both in terms of population and size of country’s economy. There are only 51 machines per million people compared to 157 in China and 124 in Indonesia. Source: RBR Global ATM Market and Forecasts to 2015

There are only 69 ATM’s per 1,000 branches which is below even the regional average. ATM forecasts by the RBR determine that India will have reached 175,000 ATM’s in 2015, an increase of more than 200% from 2007.

There are a number of factors driving future growth:

• The unabated increase in cash transactions: The nature of our economy still ensures that cash is the key currency for transactions (Refer Fig 1.5). While the credit card might have made headway in urban India, the rest of the country still relies on cash for small value payments. This increases the need for cash delivery mechanisms be it in the form of branches or ATMs. In recent years, the use of electronic payments has witnessed unabated increase, reflecting growing adoption of technology. The growth of volume of transactions directed through electronic payment method, however, decelerated from 41.4 per cent in 2007-08 to 24.8 per cent in 2008-09 (Refer Fig 1.7). More strikingly, the value of transactions directed through electronic payment method declined sharply during 2008-09.

• Reduced costs of delivering services to customers and increased number of branches: Branches are critical to banks as a function of being the face to their customer. Banks are constantly adding customers and giving additional services to existing customers. 3300 branches were opened between March 2005 and March 2007. However real estate and cost of personnel is making opening branches unviable especially in remote areas. The low profitability of new rural branches makes the ATM even more attractive. This brings us to the cost of the ATM. Availability of the low cost ATM is critical to its growth in the rural market. They also need to be specially designed for remote locations requiring wireless connectivity, low power requirements, increased resistance to humidity and biometric technology which allows illiterate customers to use them. Diebold has started production of the Diebold 450, a more power efficient full function ATM model at a factory in Goa.

• The increasing functionality of the ATM and the growing comfort of its users with it is another driver for growth. For instance, the recent introduction of cheque truncations system has paved the way for widespread automated cheque deposit to be introduced at ATM’s across the country. There is also cash envelop deposit that reduces queues in branches. Automated currency deposits enabling immediate money transfer into accounts is still in its nascent stage even though the technology is available.

Year /

Period

1 3 4 5 6 7

Volume Amount Volume Amount Volume Amount Volume Amount

Cards

issued

by

banks Volume Amount

Cards

issued

by

banks Volume Amount

2003-04 1,669.55 52,142.78 203 10,228.00 79 2,253.58 8.19 17,124.81 — 1,001.79 17,662.72 — 377.57 4,873.67

2004-05 2,289.04 1,08,749.83 400.51 20,179.81 153 2,921.24 25.49 54,601.38— 1,294.72 25,686.36 — 415.32 5,361.04

2005-06 2,850.13 1,46,382.68 442.16 32,324.35 359.58 12,986.50 30.67 61,288.22 173.27 1,560.86 33,886.47 497.63 456.86 5,897.14

2006-07 3,787.09 2,35,693.12 690.19 83,273.09 752.02 25,440.79 47.76 77,446.31 231.23 1,695.36 41,361.31 749.76 601.77 8,171.63

2007-08 5,353.09 10,41,991.93 783.65 7,82,222.30 1,271.20 48,937.20 133.15 1,40,326.48 275.47 2,282.03 57,984.73 1,024.37 883.06 12,521.22 2008-09 (P) 6,678.24 5,00,321.79 883.94 97,486.58 1,600.55 66,975.89 321.61 2,51,956.38 246.99 2,595.61 65,355.80 1,374.31 1,276.54 18,547.14 2009-10 (P)# 5,323.96 4,98,690.76 767.2 91,405.07 1,110.57 51,707.84 454.44 2,90,532.56 206.45 1,751.27 45,756.47 1,705.68 1,240.47 19,288.83

Card Payments figures pertain only to Point of Sale (POS) transactions.

* : Debit Cards figures for 2003-04 and 2004-05 are estimated based on 2005-06 figures.

** : Cards issued by banks (excluding those withdrawn/blocked).

# Data till December 2009

Card Payments#

ECS (Credit) ECS (Debit) Credit Debit*

2=(3+4+5+6+7)

FIG 1.7: Retail Electronic Payment Systems; Source: RBI

Total Electronic

Payments Electronic Clearing Services (ECS)

Electronic Funds

Transfer EFT/NEFT


73

• Evolution of offsite installations: Even though off-site deployments have taken a backseat, offsite locations will spill onto shopping malls and part of individual shops themselves allowing for reduced rental costs. ATMs will also benefit from footfalls of the malls. This is particularly important in light of the new outsourcing activity that will emerge as Semi Autonomous IAD’s take a more active role.

• Improvements in communications and IT: Cash networks are the underlying premise of the growth of an ATM market and cash networks depend on efficiency of communication.

• Regulation: A number of recent positive regulations will also drive ATM installations. In April 2006 the RBI allowed select urban Co-operative Banks (UCBs) to install ATMs. There are 1813 UCBs in India with a total of 3000 branches. RBI has also mandated that banks follow a ratio of 3:1 in favor of rural ATMs for new installations. The most significant regulation of course is the entry of Semi Autonomous Independent Agency deployer to the Indian market.

• The role of the Semi–Autonomous Independent ATM Deployer (IAD): The opening of ATM licenses by RBI has resulted in the birth of a new business avenue where an independent ATM deployer (IAD), installs, maintains and manages the ATM and its site for a bank (Partner Bank) using the partner Bank’s ATM license. The asset (i.e. ATM) and all its consequent maintenance and operating costs get transferred from the balance sheet of the bank to the IAD. This is very similar to the White Label model practiced in developed markets where an Independent ATM deployer (IAD) does the same. The key difference is that, in India, the IAD is only an agent of the bank and cannot install an ATM in its own right and has no control over the decision of installation or the location of Installation. Therefore we can refer to this IAD as semi-autonomous. The business model works on transaction based pricing. Transaction can be of two types. Bank cards on banks ATMs (Called Issuer transactions or On-Us transactions) and other banks cards on the Bank’s ATM (Called Acquirer transactions or Off-Us transactions). Every On-Us transaction is charged to the bank. Typical On-Us transaction charges are approximately Rs 14 per transaction and account for about 200 per day per ATM. RBI has also mandated that customers should not be charged for up to 5 transactions on any ATM. This has resulted in a steep increase in off-us transactions for large deployers–almost 30% to 40%. Any transaction acquired by the ATM will be given to the deployer. Though the bank does not charge the customer, the acquiring bank/deployer charges the issuing bank Rs 18 for withdrawal and Rs 4 for Balance Inquiry. This revenue goes to the Semi-autonomous IAD. These account to typically 30 to 50 transactions per ATM. The key advantage for the bank is that the cost of the ATM, a key decision parameter, is negated. The ATM is not on the bank’s balance sheet, and its only responsibility is providing necessary software and paying the IAD for the transactions that take place. In July 2009, YES Bank signed an agreement to outsource the deployment of new ATM’s across India to First Data International. In early 2010, Axis Bank, India’s third largest ATM deployer signed agreements with partners (including our company) who would set up and manage upto 5000 terminals on its behalf, with Axis Bank retaining ultimate responsibility for their operation. RBR expects that bank partnerships with companies such as AGS Transact Technologies (erstwhile AGS Infotech) will result in installation of almost 20,000 machines by 2015. Source: RBR Global ATM Market and Forecasts to 2015

• Replacement cycle: According to RBR, India’s replacement cycle is on average nine years. Since the majority of our ATM’s have only been installed in the last 5 years, RBR expects replacement cycles to start in the next couple of years. Annual shipments are expected to number around 18,000 in 2010, rising to 28,000 in 2015. Initially replacements are expected to account for only 13% of shipments but this will increase to around 20% by 2015, as the large numbers of machines installed in the recent period of intensive growth begin to reach the end of their lives.

Overview of the Indian Retail sector


74

For the 4th time in five years, India has been ranked as the most attractive nation for retail investment among 30 emerging markets by the US-based global management consulting firm, A T Kearney in its 8th annual Global Retail Development Index (GRDI) 2009. India remains among the leaders in the 2010 GRDI and presents major retail opportunities. India's retail market is expected to be worth about US$ 410 billion, with 5 per cent of sales through organized retail, meaning that the opportunity in India remains immense. Source: India Brand Equity Foundation, www.ibef.org

Retail should continue to grow rapidly—up to US$ 535 billion in 2013, with 10 per cent coming from organised retail, reflecting a fast-growing middle class, demanding higher quality shopping environments and stronger brands, the report added. Bharti Retail strengthened its position in northern India by opening 59 stores, Bharti Wal-Mart is expected to open 10 to 15 wholesale locations in the next three years, and Marks & Spencer is considering plans to open additional outlets in the next few years.

The BMI India Retail Report for the third-quarter of 2010, forecasts that the total retail sales will grow from US$ 353 billion in 2010 to US$ 543.2 billion by 2014. With the expanding middle and upper class consumer base, there will also be opportunities in India's tier II and III cities. The greater availability of personal credit and a growing vehicle population to improve mobility also contribute to a trend towards annual retail sales growth of 11.4 per cent. Mass grocery retail (MGR) sales in India are forecast to undergo enormous growth over the forecast period. BMI further predicts that sales through MGR outlets will increase by 154 per cent to reach US$ 15.29 billion by 2014. This is a consequence of India's dramatic, rapid shift from small independent retailers to large, modern outlets. Source: India Brand Equity Foundation, www.ibef.org

Retail Point-of-Sale (POS) Technology is in a nascent phase in India and can only grow on the back of organized retail due to the cost and back ended technology requirements. The organized retail sector, which currently accounts for around 5 per cent of the Indian retail market, is being driven by the increasing number of large format malls and branded retail stores in South India, followed by North, West and the East in the next two years. Tier II cities like Noida, Amritsar, Kochi and Gurgaon, are emerging as the favored destinations for the retail sector backed by increasing disposable incomes of their middle class.

Established retailers are tapping into the growing retail market by introducing innovative store formats. Spencer's Retail, More (owned by Aditya Birla Group) and Shoppers Stop (owned by K Raheja Group) already plan to expand.

According to a McKinsey & Company report titled 'The Great Indian Bazaar: Organised Retail Comes of Age in India', organised retail in India is expected to increase from 5 per cent of the total market in 2008 to 14 - 18 per cent of the total retail market and reach US$ 450 billion by 2015.

Furthermore, according to a report titled 'India Organised Retail Market 2010', published by Knight Frank India in May 2010 during 2010-12, around 55 million square feet (sq ft) of retail space will be ready in Mumbai, national capital region (NCR), Bengaluru, Kolkata, Chennai, Hyderabad and Pune. Besides, between 2010 and 2012, the organised retail real estate stock will grow from the existing 41 million sq ft to 95 million sq ft.

Estimates by the Retailers Association of India (RAI), the apex body of organized, modern retailers, have shown that the country's USD 21.05 billion organized retail segment has grown 20 per cent in the September quarter 2009-10.

Most of this sector still uses PC based software to bill and connect their backend. Retail POS is critical especially for super markets and hypermarkets as it helps seamlessly connect the backend with the final point of sale and ensure reliable inventory and stocking information. As the organized retail segment matures, the many advantages of using POS hardware and software over PC will reflect in increased shifts in technology. The key advantage is that while PC software is constantly changing and requires constant configuration updates, POS is supported against obsolesce for 5 years. This standard configuration helps companies, especially chains to have seamless integration. The hardware and software have a longer lifecycle. The industrial motherboard and keyboard are designed to handle the harsh retail environment. Peripherals can be attached with ease as the entire system is integrated. In the


75

past PC based software has always been preferred because of the cost involved in investing in high technology POS software and hardware. However with the influx of large chains and foreign investment, this sector is expected to invest around USD 503.2 million in retail technology service solutions in the current financial year. This could go further up to USD 1.26 billion in the next four to five years, at a CAGR of 40 per cent.

Buoyed by improved consumer spending, sales of listed retailers increased by 12 per cent in the September 2009 quarter compared with the same period in 2008.

India continues to be among the most attractive countries for global retailers. Foreign direct investment (FDI) inflows between April 2000 and April 2010, in single-brand retail trading, stood at US$ 194.69 million, according to the Department of Industrial Policy and Promotion (DIPP).

• Leading watchmaker Titan Industries Limited plans to invest about US$ 21.83 million for opening 50 premium watch outlets Helios in next five years to attain a sales target of US$ 87.31 million. "We are looking to open Helios outlets in Mumbai, Delhi, Hyderabad, Kolkata, Chennai, Pune, Ahmedabad etc in next 12 months," said Ajoy Chawla, Vice President (Retail), Titan.

• British high street retailer, Marks and Spencer (M&S) plans to significantly increase its retail presence in India, targetting 50 stores in the next three years. M&S currently operates 17 stores in India through a joint venture (JV) with Reliance Retail.

• Chinese retail major, Yishion has entered the Indian market and plans to have at least 125 points of sales, including exclusive stores and multi-brand outlets, across India by 2012. It will open its first exclusive store in New Delhi by September 2010.

• Spain's Inditex, Europe's largest clothing retailer opened the first store of its flagship Zara brand in India in June 2010. It further plans to open a total of five Zara outlets in India.

• Bharti Retail, owner of Easy Day store—supermarkets and hypermarts—plans to invest about US$ 2.5 billion over the next five years to add about 10 million sq ft of retail space in the country by then, according to a company spokesperson.

• Raymond Weil plans to invest US$ 883,665 in India during 2010, according to Olivier Bernheim, President and CEO, Raymond Weil.

Source: India Brand Equity Foundation, www.ibef.org

Policy Initiatives driving Organized retail trade

FDI up to 51 per cent under the Government route is allowed in retail trade of Single Brand products, according to the Consolidated FDI Policy document.

Road Ahead

According to industry experts, the next phase of growth is expected to come from rural markets.

According to a market research report published in June 2008 by RNCOS titled, 'Booming Retail Sector in India', organised retail market in India is expected to reach US$ 50 billion by 2011. The key findings of the report are:

• Number of shopping malls is expected to increase at a CAGR of more than 18.9 per cent from 2007 to 2015 • Rural market is projected to dominate the retail industry landscape in India by 2012 with total market share

of above 50 per cent

• Driven by the expanding retail market, the third party logistics market is forecasted to reach US$ 20 billion by 2011

• Apparel, along with food and grocery, will lead organised retailing in India


76

100 per cent FDI is allowed in cash-and-carry wholesale formats. Franchisee arrangements are also permitted in retail trade. 51 per cent FDI is allowed in single-brand retailing.

Source: India Brand Equity Foundation, www.ibef.org

Point-of-Sale Technology-Driving growth of IT in Retail Industry During 2008, Retail Banking Research (RBR) carried out a major study of the global retail point-of-sale hardware market, comprising extensive primary and secondary research. The study showed that the number of programmable EPOS terminal installed around the world had reached 8.5 million by the end of 2007, up 8% on the previous year. The three dominant regions were North America with 39% of these machines, Western Europe with 27% and Asia-Pacific with 23%. The limited development of retail IT infrastructure is in part due to the fragmentation of the retail and hospitality industries. Large Chains are typically the first adopters of more advanced point-of-sale technology. The growing presence of major foreign players can be expected to drive overall adoption rates, as local companies are forced to improve their system to compete with new entrants. In terms of shipments, a total of 1.6 million programmable EPOS units were delivered worldwide in 2007, up 6% on the previous years. Three regions were accounted for 87% of these shipments. North America was the largest with 562000 shipments, followed by Western Europe with 432000 and Asia-Pacific with 401000. By 2012, RBR estimates that global programmable EPOS terminal shipments will reach 2.3 million, up 44% on 2007. In Asia-Pacific, shipments will increase by 42% over the five years to 2012, while shipments to Western Europe and North America are expected to grow at 30% and 26% respectively over the same period. Source: RBR analysis, RAB, Volume 1, 2009

New customer segment to drive growth RBR’s research defines four key customer segments for Point-of-sale technology, which are:

• The Food/Non-Food sector comprises of stores for which food is the primary product sold, irrespective of whether or not those outlets also sell non-food products. This category includes outlets of all sizes, from hypermarkets with 50 checkout lanes down to convenience stores with just one.

• The ‘General Merchandise’ sector includes multi-category retailers from whom food is not the primary product, such as department stores, mass merchandisers and variety stores. It also covers specialty chains for fashion, electronics, DIY etc.

• The ‘Hospitality’ industry comprises of locations that serve food (restaurant, fast food outlets etc.), drinks (pubs, bars and cafes) or provide accommodation (Hotels, guest houses, etc.).

• Other EPOS users include petrol stations (and other motoring/travel outlets), post offices and any retail/services businesses not included in the previous categories.

In 2007, the food/non-food sector accounted for 26% of global installed base of programmable EPOS units, general merchandise retailers for 36%, hospitality for 19% and other businesses for 19%. Shipment quantities to these sectors were more or less evenly distributed in 2007. RBR estimates that by 2012, the number of shipments in the food/non-food, general merchandise and hospitality segments will grow by 37%, 38% and 32% respectively. In contrast, the other segment is forecast to see growth of 73%, as in many countries, penetration of programmable EPOS terminal in the sub segments of this category – such as post offices and services like doctors surgeries – is lower today than it is in the retail and hospitality segment. The growth rate is thus expected to rise as these sub-sector catch up.


77

Self-Checkout market to triple by 2011 The last decade has seen the retail industry and particularly the food/no-food business, embrace the ethos of self-services at the point-of-sale. Many of the world’s top retailers, including Wal-Mart, Carrefour and Tesco, have started to roll out self-checkout (SCO) terminals in selected markets. But while programmable EPOS has reached significant levels of penetration, particularly in North-America and Western Europe, SCO remains a niche product in all but a handful of countries. Self-Checkout drives POS hardware spending growth According to RBR estimate, global expenditure on programmable EPOS and SCO hardware and maintenance is expected to rise by 6.3% per year between 2007 and 2011. Key drivers of expenditure are increases in the number of shipments (driving hardware revenue) and the installed base (driving maintenance revenue). The initial hardware purchase, together with ongoing maintenance fees, represents the majority of hardware-related spending for retailers. Another key driver is the end user cost of hardware and maintenance. With fierce competition and a difficult economic environment in most countries, there will be pressure for price reductions. Overview of the Indian Coatings Sector The Indian coatings Industry is over 100 years old and accounts for about 3.9% of the global coatings market. It is worth Rs 1,54,000 million and has a volume of around 1.6 million tones. The per capita consumption of about 1.35 kg.

Fig 1.8: Growth of the Indian Paint Industry; Source: Snapshot of Indian Coatings Industry, Color Publications Pvt Ltd

The industry is traditionally categorized into organized and SME. The organized segment consists of 12-15 players that have around 58% market share whereas the SME sector has around 1,500 players and caters to the rest. The industry can further be classified into architectural and industrial. Architectural accounts for 70% of sales by value and 77% by volume. The mode of sale is predominantly distribution driven or through hardware stores. Primers, Interior Emulsions, exterior emulsions and Enamels constitute 63% of the Architectural coatings sector. Major players are Asian Paints, Berger Paints, Kansai, Nerolac Paints, ICI paints and Shalimar paints. Industrial coatings constitute 30% by value and 23% by volume. Auto OEM, Auto refinish cater to 38% of this. Application is still dependent on unskilled applicators as the DIY segment in India is practically non-existent. Point-of-Sale tinting is becoming increasingly popular though with over 22,000 installations, making it the largest in the world. There is also a growing usage of spray guns. Growth of the Indian coatings industry is directly proportional to GDP growth as a result of the key growth driver being infrastructure and construction. With future GDP growth expected to be over and above 8% levels, the industry growth rates are likely to move in a positive direction. On account of the fiscal incentives given by the government to the housing sector, the architectural paints are expected to witness higher growth going forward. This will fuel the Point-of –Sale tinting sector. Domestic and global auto majors have long term plans for the Indian

15.0%

13.0%

8.0%

11.7%

10.0%9.0% 9.5%

7.0%

14.0% 14.0%15.0%

16.0%

13.5%

11.5%

7.6% 7.8%

5.0%6.6% 6.4%

5.2% 5.8%

3.8%

8.5%7.5% 8.1%

8.9%7.9% 7.3%

0.0%

5.0%

10.0%

15.0%

20.0%

FY96 FY97 FY98 FY99 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09

Indian Coatings Industry

Paint Industry Growth Real GDP Growth


78

market, which augur well for automotive paint manufacturers. Increased industrial paint demand, especially powder coatings and high performance coatings will also propel growth in medium term. Source: Snapshot of Indian Coatings Industry, Color Publications Pvt Ltd

Overview of the Indian Petroleum fuel dispensing business The oil and gas industry has been instrumental in fuelling the rapid growth of the Indian economy. The petroleum and natural gas sector which includes transportation, refining and marketing of petroleum products and gas constitutes over 15 per cent of the GDP. India's domestic demand for oil and gas is on the rise. As per the Ministry of Petroleum, demand for oil and gas is likely to increase from 186.54 million tons of oil equivalent (mmtoe) in 2009-10 to 233.58 mmtoe in 2011-12. India's domestic oil product sales in November 2009 grew 3.7 per cent from a year ago, driven by higher demand for auto fuels, according to government data. Oil product sales were 11.32 million tons in November, as per official data.

Fig 1.9: Growth in number of retail outlets of state owned Marketing companies, Source: Basic Statistics on Indian Petroleum & Natural gas, Ministry of Petroleum and Natural gas *2008 –2009.

At present, the marketing of petroleum products in India is being done by four major public sector oil companies, namely, Indian Oil Corporation Ltd., Hindustan Petroleum Corporation Ltd. (HPCL), Bharat Petroleum Corporation Ltd., and IBP Co. Ltd. The increase in automobile sales has led to significant investments in the development and expansion of the Indian petroleum retail market. Consequently, state-run fuel retailers Indian Oil Corporation, Bharat Petroleum Corporation and Hindustan Petroleum Corporation together are planning to open 2,263 new petrol pumps in the country during the fiscal year 2010, over and above the 35,068 pumps they already own. Public sector oil companies will spend USD 11.33 billion in 2010 on expanding supplies and building new transportation networks for oil and gas. There are three major private petroleum players who focus on marketing in India. The largest private player is Reliance (1,432 outlets) followed by Essar (1,316 outlets) and finally Shell (75 outlets). An ambitious programme for modernization of retail outlets to bring them at par with international standards has been taken up by the oil industry. The Ministry of Petroleum’s Vision - 2015 for ‘Consumer Satisfaction and Beyond’ document states that retail automation is to be implemented in all outlets selling more than 100 KL/month. The document also mandates the use of GPS on all fuel and kerosene tankers and utilization of this data to improve quality of service. MOP has also mandated Multi fuel/Electronic dispensers with improved sealing system at all ROs selling > 100 KL/month. This will be huge growth driver for turnkey operators in the retail automation space. Petroleum companies intend to implement a comprehensive Retail Outlet Automation System to assure customers of guaranteed quality and correct quantity. With the number of outlets increasing steadily and the brand establishing itself to stand for quality, quantity and convenience for the customer, it is becoming extremely important to have both world-class infrastructure and adopt best practices for Customer service at these outlets.

2283526380

2967632161

34235 35491

0

5000

10000

15000

20000

25000

30000

35000

40000

2003-04 2004-05 2005-06 2006-07 2007-08 2008-09*

IOC

HPCL

BPC

TOTAL


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Key drivers for Retail automation can be summarized as follows:

• Obtaining timely, upto date and accurate wetstock and drystock data from the sites • monitoring/analyzing product stock & sales of these retail outlets, • control on retail fuel price

• To deliver on the brand promise of offering outstanding customer and vehicle care. • Improved Forecourt Efficiency • Enhancing customer relationship management • Quality and Quantity Assurance

There are some Critical Success Factors.

• Technology that is suited to the Indian environment

• experienced Systems Integrator with well developed and documented processes and methodologies to go about such complex roll-out

• Support infrastructure in India that is both geographically spread and well equipped to support this nature of projects.

Source: Ministry of Petroleum & Natural Gas


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B. BUSINESS OVERVIEW Unless stated otherwise, the financial data in this section is as per our standalone restated financial statements prepared in accordance with Indian GAAP set forth elsewhere in this Draft Red Herring Prospectus. In this section “our Company” refers to AGS Transact Technologies Limited, while “we”, “us” and “our” refers to AGS Transact Technologies Limited and its Subsidiaries, on a consolidated basis Overview We are one of the leading system integrators in the business of touch point transformation; a business that transforms the way a customer interacts with the service provider enabling efficient delivery of their products and services. Our business entails sourcing high-end technology products-both hardware and software, and customizing, integrating, installing and maintaining them. We provide a spectrum of services around these products to the banking, retail, petroleum and colour segments. We source such products through tie-ups with global players like Wincor Nixdorf AG (Germany), Postec Data Systems (New Zealand), Prism Payment Technologies (South Africa), Fast & Fluid Management (USA) and CST (Germany). As part of our colour segment solutions, we manufacture paint dispensing machines. Our banking segment has been providing ATMs and services associated with installing and managing ATMs. Recent policy changes by RBI have created an opportunity for banks to expand their ATM network directly or through semi-autonomous Independent ATM Deployers (IAD) without availing prior approvals from RBI. A semi-autonomous IAD provides a combination of services that includes site identification and deployment, installation, ownership and management of the ATM and the ATM site on behalf of the bank (Sponsor Bank). The Sponsor Bank retains the license and responsibility of cash in the ATM along with clearing and settlement. Leveraging our strengths and relationships in the banking segment we are now acting as a semi-autonomous IAD and have contractual arrangements with Dhanlaxmi Bank and Axis Bank for 380 and 1,500 ATMs respectively. Our banking segment product offerings include Wincor Nixdorf’s automated teller machines, (ATMs), cash deposit machines, cash re-cycling machines, banking transaction terminals (kiosks), assisted teller systems plus the entire range of Wincor Nixdorf’s self service terminal software. Our banking segment services portfolio includes installation, maintenance, site build, site identification, cash replenishment, monitoring, vendor management, facility management, software support and a help desk. Since inception we have installed over 10,000 ATM’s for various customers. Our customers in the banking segment amongst others include State Bank of India, Punjab National Bank, Union Bank of India, Axis Bank, Dhanlaxmi Bank, ICICI Bank, HDFC Bank and Dena Bank. Our retail segment product offerings include retail Point of Sale billing (POS) terminals, store automation peripherals, store automation solutions, mall intelligence software, digital signage, thin client, networking products and kiosks for various retail applications. We provide managed services that include installation, maintenance and management of IT equipment in a retail store. We also perform vendor management services. Since our inception we have installed over 17,000 POS Billing systems. Our customers amongst others include Future Group, Aditya Birla Retail, Carrefour and Globus. Our petroleum segment product offerings include Postec’s retail outlet automation system comprising of a forecourt controller, automatic tank gauging systems, fuel dispenser interface, POS terminal, back office system, wet-stock management system, online density monitoring system, outdoor payment terminals, and automatic vehicle identification. Our service offering includes implementation services, system integration, remote management, and support and help desk services. Since inception we have installed the Postec Solution at over 1000 sites. Our customers amongst other include HPCL. We offer total colour solutions to various industries like paints, automobiles, textiles and plastics in India by offering Fast and Fluid Management (paint dispensers manufacturing) and CST (rotary screen engraves for textiles) products. We also manufacture FFM paint dispensers and CST inkjet engravers at our manufacturing facility in Daman. Since inception we have supplied over 23,000 automatic and manual dispensers. Our customers in the colour segment amongst others include Asian Paints, Kansai Nerolac Paints and Berger Paints, Shalimar Paints,


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Nippon Paints and Mandhana Textiles. Our services include installation, customer training, application support and after sales support. Our manufacturing facility for paint dispensing machines and inkjet engravers is at Daman. We have an ATM warehousing and staging facility at Pondicherry. At Mhape, we have developed a common platform for a helpdesk, repair center, monitoring support, hardware support, software support, central spares center, and staging. We have warehouse facilities at Kalamboli and Bhiwandi. We also have a pan-India network for providing after sales service and AMCs to our clients across our segments. Between FY 2007 and FY2010, our Company’s restated total income increased at a 3 year CAGR of 28.6% from Rs 14,656 Lacs to Rs 31,217.82 Lacs, EBITDA increased at a CAGR of 49.5% from Rs 1,072 Lacs to Rs 3,578.77 Lacs and PAT increased at CAGR of 37.9% from Rs 774 Lacs to Rs 2,031.28 Lacs. For FY08, FY09 and FY10, our sales from banking segment was Rs 10,633.23 Lacs, Rs 12,340.05 Lacs and Rs 18,116.71 Lacs respectively. For FY08, FY09 and FY10, our sales from retail segment was Rs 3,707.41 Lacs, Rs 2,440.36 Lacs and Rs 2,434.84 Lacs respectively. For FY08, FY09 and FY10, our sales from petroleum segment was Rs 798.94 Lacs, Rs 8,533.45 Lacs and Rs 2725.39 Lacs respectively. For FY08, FY09 and FY10, our sales from colour segment was Rs 3672.11 Lacs, Rs 3,288.38 Lacs and Rs 4,467.59 Lacs respectively. Competitive strengths Our principal competitive strengths include the following: 1 Offer products of global technology players whom we have long standing relationships We offer products and solutions of global technology players that are renowned brands in their respective segments. Our vendors include Wincor Nixdorf, Postec and FFM amongst others. We have a proven and successful track record of continuously managing our relationships with global technology players which is reflected in long duration of our relationships with them and the wide range of our product offerings. We have also been awarded by Wincor Nixdorf as a valued partner. 2 Long term relationship with our customers We provide quality products and services to our customers in a consistent manner which has been key to creating long term relationships. Client management is critical to our growth and is catered to directly by our senior management. This continued focus on client management has resulted in repeat business from our customer. Their enduring relationships with us have created multiple opportunities to provide new products and services to existing customers. Our customers include SBI, Axis Bank, Dena Bank, Dhanlaxmi Bank, HDFC Bank, Union Bank, ICICI Bank, Future Group, Carrefour, Asian Paints, Berger Paints, L&T, HPCL, amongst others. 3 End-to-end solutions provider in our areas of operation Our business entails sourcing high-end technology products, both hardware and software, customizing, integrating, installing, and maintaining them, thus providing a spectrum of services around these products through our pan-India support infrastructure. We believe our capabilities to provide end-to-end solutions help us to acquire and retain customers. 4 Diversified revenue stream and product portfolio Our presence in four different business segments namely banking, petroleum, retail and colour helps us mitigate business risk and provides protection against downturns in particular segments. Furthermore our wide product portfolio within each segment and the complete spectrum of services we provide around it allows for diversified revenue stream within each segment.


5 Experienced and strong management team We believe that our qualified and experienced management has contributed to the growth of our business operations. Mr. Ravi B Goyal, our Managing Director, has demonstrated business agility by adopting new business models based on market dynamics and offered produEach area of operation is head by a person who has over 15 years of relevant experience. We believe our management team has project management skills which is critical to the successful implementation and deliveprojects. 6 Common infrastructures including pan We meet all the service requirements of all product segments and customers using a common service platform based out of Mhape. This common platform operates a roundIndia support network consisting of engineeinfrastructure allows us to provide seamless and cost efficient support services and acts as a single conduit for all our customer service requirements. Our common centralized repair center, also maintenance requirements across product segments. Our engineers are equipped with crosswhich enable them to handle repairs and queries across all business segments. Our monitoring and managed services center, two warehouses and staging facilities is also common across segments. This sharing of infrastructure results in economies of scale through increased efficiency, reduced manpower and reduction in other operational costs. Our Strategies Our strategic objective is to consolidate our position in area of operations and become a semi autonomous IAD. We intend to achieve this by implementing the following strategies: 1 Market entry and expansion strategy We believe our simple but effective business philosophy, (as depicted below), of offering existing products / services to new customers and introducing new products and services to both existing and new customers have helped in growing our business.

In the past we have successfully implemented this business philosophy as demonstrated in the following examples


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5 Experienced and strong management team

ve that our qualified and experienced management has contributed to the growth of our business operations. Mr. Ravi B Goyal, our Managing Director, has demonstrated business agility by adopting new business models based on market dynamics and offered products catering to the needs of our customers. Each area of operation is head by a person who has over 15 years of relevant experience. We believe our management team has project management skills which is critical to the successful implementation and delive

6 Common infrastructures including pan-India support network across all business segment

We meet all the service requirements of all product segments and customers using a common service platform based out of Mhape. This common platform operates a round-the-clock help desk which is supported by a panIndia support network consisting of engineers who work of our branches across the country. This common infrastructure allows us to provide seamless and cost efficient support services and acts as a single conduit for all our customer service requirements. Our common centralized repair center, also at Mhape, caters to the repair and maintenance requirements across product segments. Our engineers are equipped with crosswhich enable them to handle repairs and queries across all business segments. Our monitoring and managed

es center, two warehouses and staging facilities is also common across segments.

This sharing of infrastructure results in economies of scale through increased efficiency, reduced manpower and

trategic objective is to consolidate our position in area of operations and become a semi autonomous IAD. We intend to achieve this by implementing the following strategies:

1 Market entry and expansion strategy

We believe our simple but effective business philosophy, (as depicted below), of offering existing products / services to new customers and introducing new products and services to both existing and new customers have

In the past we have successfully implemented this business philosophy as demonstrated in the following examples

ve that our qualified and experienced management has contributed to the growth of our business operations. Mr. Ravi B Goyal, our Managing Director, has demonstrated business agility by adopting new business

cts catering to the needs of our customers. Each area of operation is head by a person who has over 15 years of relevant experience. We believe our management team has project management skills which is critical to the successful implementation and delivery of

India support network across all business segment

We meet all the service requirements of all product segments and customers using a common service platform clock help desk which is supported by a pan-

our branches across the country. This common infrastructure allows us to provide seamless and cost efficient support services and acts as a single conduit for all

at Mhape, caters to the repair and maintenance requirements across product segments. Our engineers are equipped with cross-functional skill sets which enable them to handle repairs and queries across all business segments. Our monitoring and managed

This sharing of infrastructure results in economies of scale through increased efficiency, reduced manpower and

trategic objective is to consolidate our position in area of operations and become a semi autonomous IAD. We

We believe our simple but effective business philosophy, (as depicted below), of offering existing products / services to new customers and introducing new products and services to both existing and new customers have

In the past we have successfully implemented this business philosophy as demonstrated in the following examples -


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New products / services to existing customers – From offering limited hardware products to our banking customers, we also started offering complete solutions around the products including site build, site identification, site maintenance, vendor management and help desk.

Existing products / services to new customers segment (cross- selling) – We have successfully managed to cross-sell our retail products like kiosks and digital signage to our customers in the banking segment.

New products / services to new customers – We started our operations by offering Wincor Nixdorf’s banking solutions in 2003 and subsequently started offering Wincor Nixdorf’s retail solutions to new retail customers in 2005. We intend to pursue these strategies in order to increase the share of products per existing customer and also to acquire new customers. 2 Continued focus on relationship management We believe our strong long-term relationships with our customers allow us to assess their growing needs. In the past, these relationships have led to a quick ramp up in our new offerings. For instance, within nine months of the change in RBI policy allowing us to act as Semi Autonomous IAD’s, we have entered into contracts with three banks to provide this service. Our relationships in sourcing and maintaining ATM’s for them has evolved into a partnership where they trust us to manage the ATM as well. We intend to continue our focus on building strong relationships with our customers as a part of our growth strategy. We believe our strong long-term relationships with both our customers and product principals complement each other, thereby enabling us to cater to the varied needs of our customers. Our relationships with our product principals have enabled us to offer multiple products to our customers. One of our long-term relationships has culminated into an agreement for manufacturing of paint dispensers and transfer of technology. We intend to continue our focus on building strong relationships with our product principals as a part of our strategy to providing complete solutions to our customers. 3 Focus on semi-autonomous Independent ATM Deployer (IAD) The opening of RBI licenses for off-site ATMs opened up a new business opportunity- that of semi-autonomous IAD. We believe we are uniquely positioned to grab this opportunity as we are already offering ATMs and other IAD services like installation, maintenance, site build, site identification, cash replenishment, monitoring, vendor management, facility management, software support and help desk. Within 6 months of becoming a semi-autonomous IAD, we have entered into contracts with three banks to provide these services. We intend to leverage our strength in the banking segment to build this business. The semi-autonomous IAD business is based on transaction revenues and hence the locations of ATMs are important. We believe retail stores, malls and petroleum outlets are high transaction locations for ATMs. We intend to leverage our existing relationships in retail and petroleum segment for tapping the desired ATM sites for our semi-autonomous IAD business. 4 Focus on managed services At present we are offering complete managed services that include installation, maintenance, site build, site identification, cash replenishment, monitoring, vendor management, facility management, software support and help desk to our customers in the banking segment. We intend to replicate this business model for our customers in the retail and petroleum segments. We believe our common managed service infrastructure and pan-India support network can be leveraged for offering managed services to our customers in the retail and petroleum segment.


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5 Expanding in touch point transformation in other segments We intend to expand touch point transformation to other segments. We believe that our current offerings could be used / implemented in segments like postal, airline, telecom and transportation. We are currently considering the opportunities in the postal segment. Apart from its regular postal services like stamp vending and courier, India Post also offers banking services like postal savings account, fixed deposit and pension dispersion and retail services like sale of gold coins and money transfer services. We plan to enter the postal industry with a range of products from banking and retail segment like ATMs, assisted teller, kiosks, stamp vending machines, digital signage and queue management system. 6 Continuous leveraging common infrastructures to gain economies of scale across segment We have now created infrastructure facilities that can be utilized across all business segments. We intend to continue to do so to gain economies of scale and operational efficiency. Our Operations Our Promoter entered the Colour segment in 1992 with a proprietary concern, Advanced Graphics System. In 2002, our Company was incorporated for providing solutions in banking segment. Subsequently we added solutions in retail, petroleum and colour. Our product solutions include sourcing high-end technological solutions, which includes both hardware and software products in the respective segment, integrating and installing the same, and providing after service to our clients. In the colour segment we also manufacture paint dispensing machines. We have global tie-ups with Wincor Nixdorf, Postec Data Systems, Prism, Fast & Fluid Management and CST. Our current business can be classified into four segments viz. banking segment, retail segment, petroleum segment and colour segment. Banking Segment Our banking segment business can be classified into two categories viz. (i) offering banking products of Wincor Nixdorf and services related to these products and (ii) Semi Autonomous IAD services. For FY08, FY09 and FY10, our sales from banking segment was Rs 10,633.23 Lacs, Rs 12,340.05 Lacs and Rs 18,116.71 Lacs respectively. Banking products of Wincor Nixdorf and related services We have a tie-up with Wincor Nixdorf for offering ATMs, cash deposit machines, cash re-cycling machines, banking transaction terminals (kiosks), assisted teller systems (ATS) plus the entire range of Wincor Nixdorf’s self service terminal software directly to the banks in India. We install the products we offer at the installation sites. We also enter into annual maintenance contracts with the banks for the products we had provided post the expiry of the warranty period. Apart from hardware we also provide Wincor Nixdorf software solutions to the banks. Given below is the graphical representation of our banking portfolio:


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We offer following Wincor Nixdorf products / hardware to banks: Automated Teller Machine (ATM): ATM is a computerized telecommunications device that provides the clients of a bank with access to financial transactions in a public space without the need for a cashier, human clerk or bank teller. On most ATMs, the customer is identified by inserting a plastic ATM card with a magnetic stripe or a plastic smart card with a chip that contains a unique card number and some security information such as an expiration date. Authentication is provided by the customer entering a personal identification number (PIN). Using an ATM, customers can access their bank accounts in order to make cash withdrawals (or credit card cash advances), cash deposits, fund transfers, check account balances and print statements. ATMs connect to the cash network which enables the account holder to withdraw cash from any bank which is connected to the cash network. ATMs can also be used for other value added services like purchasing pre-paid cell-phone credit or airline tickets, paying taxes, donating to charitable entities, etc. The value added services vary from banks to bank. In line with the dynamic needs of the banking industry, AGS offers best-in-line technology from Wincor Nixdorf for its customers focused on deposit and cash recycling systems. Our products in ATM are:

• ProCash 1500xe: The ProCash 1500xe is the entry-level system in Wincor Nixdorf‘s ProCash product family. With its compact size, it is the ideal system for locations at which space is limited and the focus is on cash handling.

• ProCash 2100xe: ProCash 2100xe is a multifunction ATM for lobby installations. This product can accept cash and cheques through an envelope slot. The system is based on a PC and Windows XP and can thus be integrated easily into existing networks.

For FY 08, FY09 and FY 10 we have sold and installed 2313, 2318 and 3095 ATMs in India respectively.


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Intelligent Deposit Machines– Intelligent deposit machines are self-service terminals that allow a client of the bank make deposits and payment transactions by cash. All successful transactions are immediately credited and clients will be issued an advice slip confirming the transaction. The transactions such machines can handle are cash deposit to accounts, credit card and other utility payments by cash, cheque deposits to accounts, etc. This also includes the cash re-cycling machine is a type of ATM, where the cash deposited is sorted into various denominations and is used for cash dispensing. Cash re-cycling machines lower the cash handling cost by recycling the deposited cash.

• ProCash 4000xs sets new standards in currency processing, system availability and product quality for self-service recycling scenarios. The product focuses on functions for the standard self-service business that takes place in bank branches.

For FY 08, FY09 and FY 10 we have sold and installed 2, 47 and 52 Intelligent Deposit Machines in India respectively. Automated Teller Safes (ATS) – ATS is a device used in retail banking for the disbursement of money at a bank teller’s area. Cash supplies are held in a vault or safe. Disbursements and acceptance of money take place by means of inputting information through a separate computer to the cash dispensing mechanism inside the vault, which is similar in construction to an ATM vault. ATS is distinct from an ATM in that they are designed to be operated solely by trained branch personnel and do not integrate directly into any cash networks. Other areas of application of ATS include the automation of starting and reconciling teller or cashier drawers (tills) in retail, check cashing, payday loan / advance, grocery, and casino operations. AGS enables banks to create an environment suitable for next generation branch banking.

• ProCash 5100 is an under -counter model for installation directly at the teller‘s workplace or near the counter. The ProCash 5100 supports open-plan customer zones in the front office and rounds off an institution‘s consulting services by dispensing cash.

We started this business in FY 10 and we have rented 30 Automated Teller Safes in India to United Bank of India. Interactive Kiosk Terminals – Kiosks can perform all non-cash financial transactions like balance inquiry, mini-statement, PIN change, etc. It is used for bill payments with bar code scanners attached to it. These are also web enabled and can be used for web based payment transactions, staging, ticketing and for internal banking. The banking transaction terminals enable the end users to indulge in intelligent and convenience banking thus generating satisfied customers for the bank.

• ProInfo 1000: This can perform all non-cash financial transactions like balance inquiry, mini-statement, PIN change, etc. It is used for bill payments with bar code scanners attached to it. These are also web enabled and can be used for web based payment transactions, staging, ticketing and for internal banking.

• ProConsult 2000: These kiosks can perform all non-cash financial transactions like balance inquiry, mini statement, PIN Change etc. In addition, it is also used for full statement printing. These are also web enabled and can be used for web based payment transaction.

• Self-service Passbook Printer: The self-service passbook printer can be connected to bank host to provide 24x7 passbook printing. The unique passbook printer comes with page turning and magnetic stripe reader, to provide 3rd party passbook updates.

Information Terminals – Information terminals are kiosks which provide only information like balance inquiry, mini-statement; etc but cannot have transactions like PIN change, utility payment, etc. Banking Software Solutions – We offer following Wincor Nixdorf software solutions to banks –

• ProView: This is a product used for the Administration/Monitoring of ATMs and Kiosk– We offer Wincor Nixdorf’s Proview which is a PC-based monitoring and administration software program that is designed to monitor self-service systems and to ensure high availability. Cash dispensers, statement printers, transaction terminals etc can be monitored from a single system.

• ProSales Marketing: This is direct-marketing software for ATM’s from Wincor Nixdorf’s. It is an integration component for customer-specific direct marketing on the automated teller machine or Kiosk. The solution can work without a CRM. The campaign manager can enter target specific customer groups


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with specific personal advertising and tailored product recommendation. The solution allows the customer an opportunity to respond with a YES or NO for an advertisement that will result in ATM printing a receipt with the name and mobile number of the relationship manager of that region for that product.

• Multi-Vendor Software: We offer Wincor Nixdrof’s Multi-Vendor software that can run a single ATM application across ATMs of all vendors. This common application platform runs across all ATMs which gives banks the advantages of easy management, low cost for incorporation of changes, faster time-to-market and integrated approach.

Total Implementation Services (TIS)

The activities behind setting-up ATM room are scrupulous and time consuming. The effort involves various stages of development- from a survey of the location to the installation of an ATM. To ease off the work load on banks and to maintain quality & consistency, in addition to supplying and installing ATMs, we offer Total Implementation Services (TIS). As a TIS provider we coordinate with various agencies (hardware, interior design, and durables), install and maintain ATM centers. Our services ensures saving of time, reduction in cost and efficient project management for the installation of ATMs.

Our Total Implementation Services involve

• Single point of contact to the banks • Vendor management with VSAT, UPS, AC and other hardware OEMs

• Assistance in site identification • Ergonomic space designing • Quality service warranty on non -consumables

• Certification of quality of ATM room through periodic quality checks • Consistency in Corporate Identity of the bank • Consistent/equal quality at each site in terms of materials and workmanship

Semi Autonomous IAD business A semi-autonomous IAD provides a combination of services that includes site identification and deployment, installation, ownership and management of the ATM and the ATM site on behalf of the bank (Sponsor Bank). The Sponsor Bank retains the license and responsibility of cash in the ATM along with clearing and settlement. A semi autonomous IAD earns revenue through transaction based fees paid by the Bank to the third-party service provider. The transaction based fee depends on various factors like –

• location of ATMs (Onsite i.e. location in the branch or Offsite i.e. location independent of branch);

• nature of transaction (cash transaction or non-cash transaction); • card issuer (own bank card i.e. the card of the bank whose brand is used for the ATM or other bank’s card); • combination of above

We believe that the Semi autonomous IAD business is a logical evolution from our present business of providing ATMs and Total Implementation Services to banks A semi autonomous IAD owns the ATMs and performs the following sub-activities either directly or indirectly through a sub-vendor – # Item AGS

1 Purchase of ATMs Yes

2 Maintenance of ATMs Yes

3 Site Build Yes

4 Site Maintenance Yes

5 Software Updates for ATMs Yes

6 Cash Management In-Direct


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# Item AGS

7 First Line Maintenance In-Direct

8 Monitoring and Management Yes

9 VSAT, UPS, AC etc and its SLM In-Direct

10 Enhanced Security with On-Line camera Monitoring Yes

11 Optional Digital Signage Yes

12 Engineers trained by Wincor Nixdorf / OEM Yes

13 Parts from OEM Yes

14 Reconciliation, MIS & Reports Yes

We believe our strength in providing Semi Autonomous IAD services to bank lies in the fact that we can perform a number of the sub-activities shown above directly. At present cash management and supply of VSAT, UPS are the only sub-activities we sub-contract to other vendors. Leveraging our strengths and relationships in the banking segment, we are now acting as a semi-autonomous IAD and have arrangements with Dhanlaxmi Bank, Dena Bank and Axis Bank as of April 30, 2010 for installing 380, 142 and 1,500 ATMs respectively. For details on the key features of our contract with Dhanlakshmi Bank Limited and AXIS Bank Limited please refer to section titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus. Our Customers Our customers include all the major banks in India like State Bank of India, Punjab National Bank, Union Bank of India, Axis Bank, Dhanlaxmi Bank, ICICI Bank, HDFC Bank and Dena Bank. Retail Segment For the Retail segment we offer retail Point of Sale hardware and software, store automation peripherals, store automation solutions, and kiosks. For FY08, FY09 and FY10, our sales from retail segment was Rs 3,707.41 Lacs, Rs 2,440.36 Lacs and Rs 2,434.84 Lacs respectively. Given below is the graphical representation of our retail portfolio:


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We offer our retail clients products and services for automating the Point of Sale Billing terminals at their establishments, increasing security, increasing convenience of their customers, analyzing footfall numbers, managing digital signages, etc. Our customers include supermarkets / hypermarkets, hospitality segment and multiplexes. The products offered depend on the type of the establishment. We offer following products in this category are:

• Point of Sale Billing Terminals • Kiosks • Store Automation Systems

• Mall Intelligent Systems • IP Camera Surveillance Software • Thin Client Systems

• Digital Signage Software Point of Sale Terminals We offer Wincor Nixdorf’s Point of Sale (POS) billing terminals and solutions to our retail clients. The configuration of the POS billing terminals depends on the type of establishment viz. supermarket / hypermarket, hospitality or multiplex. The key advantages of POS terminals over PC based terminals are:

• PC configurations get obsolete very quickly and constant up gradation increases cost and is time consuming. POS terminals run on one common software which means any changes in configurations do not require additional up gradations. This reduces the total cost of ownership.

• The motherboard and keyboard of POS terminals is designed for industrial use and can take the wear and tear of the retail environment

• Attaching various peripherals like barcode scanners, receipt printers, cash drawers and customized display to form an integrated system is easier in POS Billing terminal compared to a PC based terminal

We offer limited customization like modifying RAM and hard disks, of the POS terminals as per client requirement. We usually sell POS terminals to clients on an outright basis. However due to the slow down we have improvised our business model by offering POS terminals on a rental basis to our client. In order to tap the unorganized retail segment, we also offer a more economical terminal from Wincor Nixdorf. Our POS product offerings are:

• Beetle iPoS Advanced: The Beetle iPoS Advanced is a PoS terminal offers everything for the retail and hospitality segments’ need for all-in-one design and graphical user interface. The system dovetails seamlessly into the open standards-based Beetle iPoS family.

• Beetle i8: The Beetle i8 is a cost effective, compact Retail PoS solution featuring an open architecture design with a high level of retail peripheral integration. With its small footprint, the Beetle i8 adapts to any existing retail environment without costly renovations to the existing stands.

• Beetle iSprint: Retailers looking for a reliable, high performance workhorse to run their PoS applications need look no further than the Beetle iSprint. The Beetle iSprint’s superior performance makes it an excellent choice for running merchandising applications concurrently with the PoS application

For FY 08, FY09 and FY 10 we have sold and installed 5376, 2778 and 4166 Point of Sale Billing Terminals in India respectively. Kiosks We offer various Wincor Nixdorf’s kiosks to our clients. The utility of these kiosks varies as per the client requirements. We customize the software and content that is loaded on the kiosks. The various kiosks supplied by us along with their respective utilities are listed below:

• Certo (Modular Kiosk Terminal) – It is geared to the demands associated with the multimedia targeting of customers. It provides all types of communication and integrates all the possible multimedia components, from input/output using touch screen, via a sound system all the way to a document printer.

• Multi-Media Kiosk: specially designed for high performance advertising and branding requirements.


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• i-MEDIAte (Digital Photo Downloading Kiosk) – It is designed especially for photo downloading from digital camera and printing.

• Mint: retail freestanding kiosk with a different curved design. All functions of Certo are available in Mint. • iCORE:- iCore is the latest self-service terminal which is the product of a design philosophy in which

versatility, reliability and ease-of-use are paramount concerns. This kiosk is sleek and flexible. Mall Intelligent Systems Mall Intelligence (MI) is a Wincor Nixdorf software solution designed to give mall operators, shopping centers and landlords a ‘big-picture’ view of their entire operations and ensure they have the appropriate retail mix. At its core, MI acts as a centralized depository of information extracting data on tenants, customers and leasing agents. The software solution is designed to track the performance of the entire mall and provide insightful reports to assist the landlord to make informed decisions. The various functions of mall intelligent systems are as follows:

• Intelligent Property (IP) component that tracks unit status such as vacant units’ availability schedule, historical tenancy and rental rates to enable the landlord to make informed offers to new tenants at the appropriate time and at the appropriate price

• Intelligent Lease (IL) maintains tenant information; records lease details and defines the rental formulae for subsequent use of rental computation.

• Intelligent Information (II) automatically collates sales transaction data generated by tenants’ POS systems, which is also used for rental computation as well as for performance analysis.

• Customer Loyalty (ICL): Customer shopping habits can be profiled for the marketing department’s usage, while IAP records sales forecasts from shops specific advertising and promotion, and can evaluate its effectiveness.

• Intelligent Advertising & Promotion (IAP) records sales forecasts from shops specific advertising and promotion, and can evaluate its effectiveness.

• Intelligent Accounting Interface (IAI) computes monthly fixed and variable rentals based on sales data • Intelligent Audit (IA) provides online retrieval and printing of any receipt details that can be used for various

audit purposes Thin Client Systems We offer thin client systems to our clients who require secure environments in which to operate their businesses. Thin client system is a system where there is single network server to which multiple inexpensive thin clients are connected. Thin clients have simpler configuration compared to a PC. The data and applications are installed on the server and thin clients connect to the server for accessing data and applications. This helps in minimizing the IT cost without sacrificing the efficiency. We get the hardware from Gigabyte, RAM / hard disks are procured locally or sourced from Taiwan and our group company, AGS Sundyne Technologies Limited, provides the embedded software that form the operating system of the thin client. AGS Endura and Primus are the two variants of Thin Clients solutions offered by AGS. Digital Signage Software We provide digital signage software which can be used for managing digital signages, scheduling digital signages, managing locations, managing designs, generating logs and alerts. The software is completely scalable from a small network that grows to a large distributed network. Our key product offering in Digital Signage Software is-

• MyOwnChannel: Digital Signage Solution ‘MyOwnChannel’ is a unique feature which captures animated content, real time text ticker and video jukebox to make it engaging and interactive for the customers while displaying entertainment and information content. This product is Linux-based which reduces the license cost and offers additional security.

Our Customers


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Our customers amongst others include Future Group, Aditya Birla Retail, Carrefour and Globus. Petroleum Segment Our company acts as a system integrator wherein it connects the end customer touch-point at the retail outlet with the back office system which in turn is connected to the head office of the petroleum company. We have exclusive tie-ups with Postec Data Systems for offering their solutions for automation of retail outlets of the petroleum companies. We provide our solutions directly as well as indirectly to petroleum companies. For FY08, FY09 and FY10, our sales from petroleum segment was Rs 798.94 Lacs, Rs 8,533.45 Lacs and Rs 2725.39 Lacs respectively. Given below is the graphical representation of our petroleum portfolio –

Technology solutions from Postec offered by us in petroleum segment Forecourt Management System (FOCUS): The Postec Communications Controller (PCC) is a technology platform controls various systems for the Oil Industry. The PCC along with its Focus application forms the Core Automation Solution The PCC applications can be divided into two broad categories: • Retail Service Stations: Here the prime function controls dispensers and serves them to a self-serve console

or Integrated Point of Sale Terminal system • Commercial Unmanned Refuelling: Here the prime function is controls the dispenser and serves them to an

outdoor authorization terminal. E.g. Card read terminal on unmanned Truck stop or Marina, Bus Depot etc.


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Remote Site Management System (4COM): It is designed specifically for use in managing fuel distribution networks where wet-stock accountability is crucial. 4COM provides fuel distribution network managers with the key information they require to make decisive, informed business decisions that best maximize opportunities in a timely manner. It provides comprehensive wet-stock control and analysis of remote sites in networks of any size, which utilise the Postec Data Systems. PCC Controller: The Postec Communications Controller (PCC) is a technology platform from which control systems for the oil industry can be created. It can be ‘tailor made’ for any Service Station - small, medium or large. Tagging Visual Display: The Postal Tagging Visual Display ( TVD) is a smart card terminal device , which has been specifically designed for mounting on dispensers for use in fuel marketing on both retail and commercial (including unmanned) sites. Automatic Vehicle Identification: This is a product from OTI. The vehicle contains an RFID tag that is automatically checked and verified when the nozzle of the dispenser is inserted into the fuel tank inlet. If the nozzle is removed and put into another vehicle or into a petrol can, etc., authorization is not given, the fact is recorded and fuel is not dispensed, thus ensuring that only the correct vehicle is fuelled. ATG An automatic tank gauge (ATG) is a device installed into a port on the tank. It automatically reads product level, providing automated inventory during operations and leak detection during periods when the tank is not in use. Density Probe This is an online density monitoring system for all the products stored in underground tanks. It comprises of a Probe installed in each tank and all probes being connected to a controller/ console in the sales room. This is interface to the forecourt controller thus providing an integrated density monitoring system. OPT OPT (Outdoor Payment Terminal) is an integrated payment terminal that can accept various kinds of cards such as smart card, magnetic stripe card and contactless card. OPT’s with compact dimensions can be mounted on dispenser or Installed as a standalone unit at the island. It facilitates enabling of EFT from the forecourt. Our Customers Our customers include oil marketing companies like HPCL. Colour Segment The color vertical markets and supports color instruments which quantify, simulate and communicate color to all color centric industries namely coatings, textiles, plastics, FMCG, automobile, print & publishing. For FY08, FY09 and FY10, our sales from colour segment was Rs 3672.11 Lacs, Rs 3,288.38 Lacs and Rs 4,467.59 Lacs respectively. Given below is the graphical representation of our paint portfolio:


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Paint Dispensers for Retail Paint Industry AGS manufactures paint dispensers – automatic & manual under the license from Fast & Fluid Management (FFM). FFM is the world leader in dispensing and mixing technology for paints industry. FFM offers a wide range of equipment from manual dispenser for a small retail paint dealer to a large in-plant facility. The paint companies further offer these dispensers – manual & automatic to their dealers depending mainly on the consumption pattern. During last 10 years, most paint companies have stopped producing colour paints (decorative paints) in their plants and totally shifted to manufacturing only white base paints and pigment concentrates, known as machine colorants. These white bases and colorants are supplied to all their retail dealers. This shift in manufacturing has helped paint companies in logistics, inventory management and has increased their productivity many folds. It became possible for the paint companies by installing the paint dispensers at the retail outlets. The dealers now offer the consumer more than 25,000 different shades, the formulation of all these is stored in computers which are interfaced to the dispensers. When a customer walks into a retail shop, he/she can just select any shade from shades library, the dealer makes the coloured paint from white base and colorants in the dispenser in matter of minutes. The customer walks out with paint. The customer is totally satisfied as he/she gets the shade he/she wants and also a fresh paint. The other advantage of dispenser is the same shade can be repeated any time. AGS offers following dispensers to the large, medium and small paint manufacturers: Automatic Paint Dispensers: Our key product is BT Tintmaster Automatic Dispenser which is the most popular and accepted by all paint companies. It has 16-polymeric canisters of 1.75 litre capacity. It is based on proven piston pump technology. It has central agitator. It can dispense in 1, 4 and 20 litres cans. It can dispense smallest volume of 0.075 ml. It has a small footprint. It uses PrizmPro software for dispensing, storing all formulations and also maintenance. PrismaPro is common for the other FFM dispensers, like HA450, TM300, and AT750 etc. The PrismaPro software and the operation of BT Tintmaster do not require any skilled operator and even an unskilled paint shop boy can operate the dispenser. The BT Tintmaster dispenser is the most preferred dispenser as it is the best suited in retail paint outlets as it is robust and has minimum maintenance and service problems. It has the lowest cost of ownership. AGS produces over 2400 BT Tintmaster dispensers a year and have so far installed over 18,000 BT Tintmaster in India. Manual Dispensers: AGS also manufactures manual dispensers; model PD22PD, under the license from FFM. Manual dispenser has the same configurations & features as the automatic dispenser except that it has manual operations. It is best suited for markets having low volumes and in places where power availability is poor. AGS produces over 700 manual dispensers a year and has so far installed over 7000 manual dispensers in India.


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AGS Shakers AGS also manufactures shakers under the license from FFM. The white paint base after addition of colorants from dispenser is mixed using the shaker and the colour paint is ready within 3-minutes. AGS manufactures both manual & automatic shakers. Printers & Engravers for the Textile Industry: AGS /CST Inkjet Flat Bed & Direct-to-Fabric Printer and Rotary Screen Engravers AGS manufactures these engravers at Daman factory under the Technology Sharing Agreement with CST Germany and markets it under AGS/CST Screen Engravers. AGS/CST Flat Bed Screen Engraver and Direct-to-Fabric Printer – This dual purpose screen engraver and printer is best suited for screen making and printing for sampling, while AGS/CST Rotary Screen Engraver is screen engraver for rotary screen printing in textiles. These engravers are a direct replacement of conventional methods of preparing screens, which are slow, manual, less accurate, besides costly. The most important feature is it avoids use of highly corrosive chemicals which add to the pollution to environment. It eliminates many intermediate steps and helps in producing very high quality & sharper designs, which are not possible using conventional manual methods. AGS Inkjet Engravers are very cost effective & efficient solution for all types of designs producing high quality screens for textile printing. Our customers in the paint industry include Asian Paints, Kansai Nerolac Paints and Berger Paints, Shalimar Paints, Nippon Paints and Mandhana Textiles. Currency Management Business In order to supplement its ATM and semi-autonomous IAD business, our banking segment is now in the process of adding another service to its current portfolio, that of Currency Management Services. The currency management services portfolio will comprise of cash-in-transit, cash vaulting, cash replenishments at ATM, cash management, cash pick-up and drop etc. These products and services can be utilized by companies operating in sectors such as Banking, Retail and Petroleum. Staging process Prior to installation all ATMs from Wincor Nixdorf undergo staging process at our facility in Pondicherry. In the staging process we install the operating software, additional peripherals like security camera, perform the quality checks and ensure the configuration is as per the specifications provided by the customer. We also install bank specific graphic software and customize the colour of the ATMs as per the bank requirement. After the staging process, the ATMs are shipped to their respective site locations for installations. The staging process also takes place for the POS billing terminals. Our Manufacturing, Staging and Support Facilities Our manufacturing facility at Daman is spread across an area of approximately 73194.59 sq. ft. and we currently undertake the manufacture of paint dispensing machines there. The facility acts as the central manufacturing centre for our paint dispensing machines with a capacity of manufacturing 1500-2000 manual and 4000 automatic dispensing machines per annum. The main technology for these machines is imported under our business agreement with Fast & Fluid Management a unit of IDEX Corporation based out of The Netherlands. For details on the agreement please refer to section titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus.


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We assemble FFM Manual Paint Dispensers, FFM Auto Paint Dispensers, Wincor ATMs, Inkjet CST Engravers, Rotary CST Engravers, Inkject Espon Printer, iBeetle (Wincor POS terminal), Prizm OPT, Thin Client (AGS Endura), Digital Signage, Cheque scanning m/c. We also have a facility at Pondicherry where we do staging of ATMs. We stage 250-300 ATMs per month. We have a capacity of staging 650 ATM’s a month. The Pondicherry center also acts as a warehousing facility. Since it takes about a month for receiving the ATMs from the time of placement of order with Wincor Nixdorf, we usually order ATMs in advance based on our estimate of future requirement. These excess ATMs are warehoused at the Pondicherry facility. Common Infrastructure Facility Keeping in line with our strategy of sharing and cross utilization of physical infrastructure we have a support facility in DNA building at Mahape, Navi Mumbai spread over two floors and covering approximately 7075.98 sq. ft.area and an office in Millenium Business Park (MBP) covering approximately 5623.40 sq. ft. area. The DNA Building houses the operations teams mainly for three of our business verticals i.e Banking, Colors and Petroleum. All post sales activities related to our banking business are carried out from this centre thereby making it the central nervous system of this particular business. Once the sales team gets an order from a banking customer the action shifts to this Mahape facility wherein the Operations team sub-divided into various functional teams such as Support, Logistics, Projects, Total Implementation Services (TIS), Software and Outsourcing spring into action. The colors team under the Advanced Graphic Systems (AGS) setup consists of around 6 people and performs critical functions such as customization of software used in the paint dispensing machines. This software is provided by Fast and Fluid Management (FFM) and is just re-configured by the AGS technicians as per customer requirements. This team also monitors and coordinates the support services which AGS provides to clients of Fillon Technology (FTIL). The products manufactured by Fillon at the Daman facility and then supplied to the end customers are supported by AGS through its on-the-ground field technician teams spread across the country. This 6 people team is responsible for coordinating and ensuring smooth after sales support services to Fillon products. In addition to this, they also coordinate on providing after sales services for AGS’ own paint dispensing machines which are integrated at and supplied from the Daman facility. Continuing with our tradition of cross utilization of resources both in terms of physical infrastructure and manpower, this AGS team also helps the AGSIPL banking and retail teams as far as digital signages as a product is concerned. This team is responsible for loading of software in the digital signage (only – the software customization etc is done by AGS Sundyne), installation of the same at client sites and providing after sales services as well. Finally, this facility acts as a base for our petroleum business vertical the core management team of which is based only out of this building. This team headed by Mr. Bhupinder Rana performs all its functions from this office. These functions include business development, pre sales, core/central technical support including technical evaluation/feasibility of new business/technology opportunities, project management and implementation. Therefore it won’t be wrong to say that this particular office of ours acts as an engine for our petroleum business. Millennium Business Park Additionally, we have another office space in Millenium Business Park (MBP) at a very short distance from the DNA office building which leads to easier coordination between the various functions being performed at both these offices. This office is spread across 5623.40 sq ft area. Our MBP office mainly acts as a Testing and Repairing Centre (TRC) for all our products which are sold across our 4 business verticals. This centralized TRC with its short turnaround time (TAT) in repairing products leads to increased business efficiencies across verticals by reducing downtime of our installed products. Taking the case of ATMs, the process followed by this centre is as follows – the field technician attends a complaint at an ATM site and


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incase of encountering a defective module in the ATM replaces it with the help of the spare parts stored at various branch offices present across the country. The defective module is then packed and sent to the TRC with a tag which explains the problem in detail. The skilled technicians/engineers at TRC repair the defective piece and return it to the central stores department which is also housed at this particular office. The stores department acts as a storage house for both new and repaired spare parts of products belonging to all four business verticals. Depending on the spare part requests received from the branches by this stores department, the relevant spare parts are dispatched to the branches on a timely basis. We also have our centralized helpdesk which attends routes and coordinates on customer/client complaints received by them via telephone. The personnel manning these helpdesks do possess basic knowledge of all our products and are therefore well equipped to perform such basic coordination functions w.r.t customer complaints. Sales and Marketing Our sales and Marketing strategy is focused on directing our resources to the most lucrative opportunities to increase our sales and continue to keep the competitive advantage we have created through our established relationships and our wide range of product offerings. The goal of our marketing strategy is customer satisfaction which can be seen in the length and breadth of our relationships. Our senior management’s key focus is meeting the objectives of our clients across our segments and and ensuring that the entire organization revolves around delivering the product and supporting the customers service requirements. Competition We believe we do not face competition for our overall business; however we face competition in specific segments from players like NCR, Diebold, Prizm, FIS, IBM, Posiflex, Atos. Exports Under our colour segment we have exported hardware for paint dispensing machines. Export Obligations We have no export obligations. Human Resources We have experienced Promoter and management whom we rely on to anticipate industry trends and capitalise on new business opportunities that may emerge. We believe that a combination of our reputation in the market, our working environment and competitive compensation programs allow us to attract and retain these talented people. Our senior management team consists of experienced individuals with diverse skills in segment experts, marketing and finance. Our principal corporate office housed in Mumbai conducts the administrative and reporting activities for us. AGS group has increased its employee strength to 800 employees in 2009-10, as compared to 560 a year back. The organization believes that the quality of Manpower it has is substantially adequate to meet the market demand of present economy and establish a strong foothold in the IT automation space. Our strategy of investing in enhanced training during the past few months has enabled us to grow rapidly. The company has witnessed an average attrition rate of 1.5% in the previous financial year. Hiring, recruiting and retaining


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Our Company has 552 employees, as of August 31, 2010. As of date of this Draft Red Herring Prospectus, we have no personnel who are employed on a contract basis. Of these 471 employees are in business function and 81 employees are in support. Our personnel policies are aimed towards recruiting the talent that we need, to facilitate the integration of our employees into our Company and to encourage the development of their skills in order to support our performance and growth in our operations. We seek to adopt an open culture and a participative management style, to enable us to maximize the benefits from the knowledge and skills of our management. Besides checking the presence of role-specific key competencies & the behavioral attributes required to perform a job, few basic eligibility criteria should be considered, even before a candidate is called for the Initial rounds of Interviews - Academic Qualification: Minimum Graduate/Diploma/Engineering (Recognized university) for all and there should not be any unjustified gaps in education. Reference check is MUST for all recruitments across the country and HR should always ensure that Reference check is done before extending the offer to a selected candidate. As a conscious focus of the organization to nurture high potential talents by providing them suitable career growth opportunities within the organization, efforts would always be made to fill in specific vacancies from it’s existing human resource pool. Training and development AGS is committed to providing continuous Training and Development In order to enhance the skills and competencies of entire workforce in the focused delivery of services to our clients. The aim of training is to ensure that all the employees are given the necessary help to develop their knowledge, skills and attitude that they require to carry out their jobs efficiently and to provide every opportunity of career development. The T&D programmes at AGS are directed atowards identifying individual motivation and linking individual aspiration to Company’s goal. It strives to enhance goal directed behavior for individual/ work groups and AGS group in its totality to achieve higher level of performance. Unions We do not have any trade unions at our manufacturing units. Enterprise Resource Planning (“ERP”) The company has made a major breakthrough in utilizing information technology in its core functions by implementing MS Dynamics (ERP). This will facilitate the flow of information between all business functions thereby ensuring quick decision making of key business process and other routine functions. The primary objective is to avoid duplication of efforts across different departments and thereby facilitating faster processing of work, payments and invoices etc. The System would also assist in day-to-day management, support strategic planning and help reduce operating costs by facilitating operational coordination across functional departments. It has also helped to streamline production, forecasting of raw materials and finished goods. Various modules of ERP have been implemented like Finance, Sales, Purchase, Service and Production. Implementing ERP will bring internal control in outsourcing projects, by managing budgeted expenses for each site. The company will be able to do a cash flow analysis for every site thereby helping the project managers take decision if a site is profitable or not. The system will be instrumental in project planning and execution. Health, Safety and Environment


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We are committed to protecting the health and safety of our employees working in our factories, people who come in contact with our operations and the heath and sustainability of the environment in which we operate. Property Details of Immovable Properties used by our Company: The details of some of the important immovable properties owned or leased by our Company are set out hereunder: Sr. No.

Property description/ Area Term Nature of ownership

1. Unit No. 601, 6th floor, B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Area: 656.6 sq. ft.

Period of 3 years beginning from April 1, 2008

Taken on leave and license from our Promoter


Period of 3 years beginning from September 16, 2010

Taken on leave and license from Mrs. Anupama Goyal


Period of 36 months beginning from February 1, 2010

Taken on leave and license from Mr. Suresh Sisodia


- Owned by our Company

5. Unit No. 606, 6th floor, B Wing, Trade World,Kamala Mills Compound, Lower Parel, Senapati Bapat Marg, Mumbai 400 013. Area: 656.6 sq. ft.


6. Survey no. 173/1 and 173/2, situated at village Dabhel, Nani Daman. Area: 73194.59 sq. ft.


7. Survey No. 172/3 Part A, Ground floor, Daman 396210 Area: 20016.5 sq. ft.

Period of 3 years commencing from April 1, 2008.

Taken on leave and license from our Promoter

8. C – 85A, PIPDIC, Industrial Estate, Mettupalayam, Pondicherry Area: 12,000 sq. ft.

Period of 36 months from February 1, 2008

Taken on lease from Toby Polyfabs Private Limited

9. C – 85A, PIPDIC, Industrial Estate, Mettupalayam, Pondicherry Area: 3,500 sq. ft.

Period of 36 months from February 1, 2008

Taken on lease from Toby Polyfabs Private Limited

10. Millennium Business Park, Block ‘A’, Unit Nos. 19, 20 & 21 ground

Period of 95 years from February 1,

Taken on lease from the Maharashtra Industrial Development Corporation.


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Sr. No.


floor of building no. 2 (A-3) in sector 1 in the TTC Industrial Area, Thane District. Area: 5623.40 sq. ft.

2006

11. Entire second floor of the building situated at Plot No. EL-201, T.T.C. Industrial Area MIDC, Mahape, Navi Mumbai. Area: 7075.98 sq. ft.

Period of 60 months from March 10, 2009

Taken on leave and license from M/s. Diligent Media Corporation.

12. No. 35/65 B, First Floor, Thadikaran Centre, Palarivattom, Cochin 682 025. Area: 3030 sq. ft.

Period of 108 months from August 1, 2010 till August 1, 2019

Taken on lease from Mrs. Teressa Francis Thadikaran.

13. Unit No. 89, SVR Complex, Hosur Main road, Madiwala, Bangalore 68 Area: 4500 sq. ft.

Period of 108 months from June 1, 2010 till May 31, 2019

Taken on lease from Mr. S. Venugopal Reddy

14. Plot No. EL-83 in T.T.C. Industrial EstateArea, Mhape Area: 104.55 sq. ft

Period of 95 years from the date of execution of the agreement.

Allotment letter dated March 18, 2010 issued by MIDC to Mr. Ravi B. Goyal, proprietor of Advanced Graphic Systems. And Possession letter dated July 14, 2010 issued by MIDC. The legal title of the premises will be passed on to Mr. Ravi B. Goyal, proprietor of Advanced Graphic Systems after the formal agreement is executed between MIDC and Mr. Ravi B. Goyal which is still pending. The premises will be utilized by our Company for their command centre, for details please refer to section titled “Objects of the Issue” beginning on page 51 of this Draft Red Herring Prospectus.

15. Plot No. EL-82 in T.T.C. Industrial EstateArea, Mhape Area: 104.55 sq. ft

Period of 95 years from the date of execution of the agreement.

Allotment letter dated March 18, 2010 issued by MIDC to Mr. Ravi B. Goyal, proprietor of Advanced Graphic Systems. And Possession letter dated July 14, 2010 issued by MIDC. The legal title of the premises will be passed on to Mr. Ravi B. Goyal, proprietor of Advanced Graphic Systems after the formal agreement is executed between MIDC and Mr. Ravi B. Goyal which is still pending.


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Sr. No.


The premises will be utilized by our Company for their command centre, for details please refer to section titled “Objects of the Issue” beginning on page 51 of this Draft Red Herring Prospectus.

16. Unit No. W-14, Rajlaxmi Commercial Complex, Tal. Bhiwandi, Dist. Thane. Area: 2100 sq. ft.

Period of 36 months with effect from January 1, 2008

Taken on leave and license from Sri Guru Enterprises.

17. Plot No. 1-D, CMPSC Complex, KWC, Kalamboli Area: 14999.83 sq. ft.

Period of 59 months from July 15, 2009

Taken on leave and license from Mr. Surjit.S. Arora.

Our Company has taken other premises on lease and/ or leave and license basis in different cities for carrying out their business activities in those cities. We have also taken certain premises on leave and license basis as guest houses for the use of our officers and employees. Intellectual Property For details on Intellectual Property related approvals please see chapter titled Government/ Statutory and Business Approvals beginning on page 234 of this Draft Red Herring Prospectus. Insurance Summary of the insurance policies obtained by our Company are as follows: 1. Product Liability Insurance Insurer Bajaj Alliance General Insurance Company Limited Insured Name AGS Infotech Private Limited Address of the insured Unit No. 601-602, B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg,

Lower Parel, Mumbai 400013 Policy No. OG-10-1902-3302-00000001 Type of Cover Product Liability Insurance Total Cover Rs. 50,00,00,000 Premium Rs. 3,86,050 Period of Insurance November 5, 2009 till November 4, 2010 2. Office and Professional Establishment Protector Policy Insurer IFFCO-TOKIO General Insurance Co. Ltd. Insured Name of AGS Infotech Private Limited and Advanced Graphic Systems Address of the insured Unit Nos. 605-606, B Wing, Trade World, Kamala Mills Compound, Senapati Bapat

Marg, Lower Parel, Mumbai 400013. Policy No. 47171219 Type of Cover Office and Professional Establishment Protector Policy Total Cover Sum Insured: Rs. 1,24,55,000

Fire and Allied Perils: Rs. 65,00,000 Burglary House Breaking Perils: Rs. 40,00,000 Fidelity Guarantee: Rs. 1,00,000 Fixed Glass and sanitary fitting: Rs. 90,000


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Electronic Equipment: Rs. 1,500,000 TV/PC/ Mobile and all risks: Rs. 50,000 Breakdown electrical mechanical equipment: Rs. 2,00,000 Baggage: Rs. 10,000 Public liability: Rs. 5,000

Premium Rs. 16906 Period of Insurance September 15, 2010 till September 14, 2011

3. Office and Professional Establishment Protector Policy Insurer IFFCO-TOKIO General Insurance Co. Ltd. Name AGS Infotech Private Limited Address of the insured Millennium Busines Park, block ‘A’, Unit Nos. 19, 20 & 21 ground floor of building no. 2

(A-3) in sector 1 in the TTC Industrial Area, Thane District Policy No. 47177522 Type of Cover Office and Professional Establishment Protector Policy Total Cover Sum Insured:

Fire and Allied Perils: Rs. 1,00,00,000 Burglary House Breaking Perils: Rs. 1,00,00,000 Money: Rs. 10,000 Fixed Glass and sanitary fitting: Rs. 25,000 Electronic Equipment: Rs. 9,35,000 TV/PC/ Mobile and all risks: Rs. 6,00,000 Baggage: Rs. 5,000 Public liability: Rs. 2,000

Premium Rs. 18,070 Period of Insurance November 18, 2009 till November 17, 2010 4. Marine Cargo Open Policy Insurer United India Insurance Company Limited Name and Address of Insured

AGS Infotech Private Limited situated at Unit Nos. 601-602, B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013.

Policy No. 120100/21/09/02/00000708 Type of Cover Marine Cargo Open Policy Total Cover Rs. 50,00,00,000 with the limitation of per transit per location of Rs. 2,00,00,000 Premium Rs. 3,86,051 Period of Insurance October 22, 2009 till October 21, 2010

5. Burglary Policy Insurer IFFCO-TOKIO General Insurance Co. Ltd. Name of Insured AGS Infotech Private Limited Address of the insured 1. C-85A PIPDIC, Industrial Estate, Mettupalayam, Pondicherry

2. Survey No. 172/3, 173/3, 174/4 Part A, ground floor, Atiyawad, Dabhel, Nani Daman

Policy No. 44098880 Type of Cover Burglary and House breaking Policy Total Cover Rs. 10,00,00,000 Premium Rs. 55,150 Period of Insurance April 2, 2010 to April 1, 2011 6. New Fire and Special Peril Policy


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Insurer IFFCO-TOKIO General Insurance Co. Ltd. Name of Insured AGS Infotech Private Limited Address of the insured 1. C-85A PIPDIC, Industrial Estate, Mettupalayam, Pondicherry

2. Survey No. 172/3, 173/3, 174/4 Part A, ground floor, Atiyawad, Dabhel, Nani Daman

3. Shrinath Niwas, Garage, Podar Road, Santacruz (W) 4. Sadguru Enterprise, W-18, Rajlaxmi Commercial Complex, Kalher, Taluka Bhiwandi. 5. Sadguru Enterprise, W-22, Rajlaxmi Commercial Complex, Kalher, Taluka Bhiwandi. 6. Sadguru Enterprise, V-16, Rajlaxmi Commercial Complex, Kalher, Taluka Bhiwandi. 7. Sadguru Enterprise, V-17, Rajlaxmi Commercial Complex, Kalher, Taluka Bhiwandi. 8. Sadguru Enterprise, W-14, Rajlaxmi Commercial Complex, Kalher, Taluka Bhiwandi. 9. Gala no. 6 and 7, building no. 5, Sector III, Millenium Business Park, Mahape, Navi Mumbai

10. Unit No. 19,20 & 21, Ground floor, Building No. 2 (A-3), Sector I, Mhape, Navi Mumbai

11. Plot No. 1D, CMPSC Complex, KWC Kalamboli. Policy No. 11414772 Type of Cover New Fire and Special Peril Total Cover Rs. 60,00,00,000 Premium Rs. 3,05,751 Period of Insurance January 5, 2010 to January 4, 2011 7. Office Package Policy Insurer Bajaj Alliance Insurance Name of Insured AGS Infotech Private Limited Address of the insured Unit Nos. 601/602, Trade World, B Wing, Kamala Mills Compound, Senapati Bapat

Marg, Lower Parel, Mumbai 400013. Policy No. OG-10-1902-4093-00000070 Type of Cover Office package policy Total Cover Rs. 1,32,60,000 Premium Rs. 12,569 Period of Insurance February 8, 2010 to February 7, 2011

8. Office Package Policy Insurer Bajaj Alliance Insurance Name of Insured AGS Infotech Private Limited Address of the insured 2nd floor, plot No. El-201, TTC Industrial Area MIDC, Mahape, Navi Mumbai. Policy No. OG-10-1902-4093-00000073 Type of Cover Office package policy Total Cover Rs. 2,01,50,000 Premium Rs. 18,200 Period of Insurance March 6, 2010 to March 5, 2011 9. Office Package Policy Insurer Bajaj Alliance Insurance Name of Insured AGS Infotech Private Limited Address of the insured 3rd floor, plot No. El-201, TTC Industrial Area, MIDC, Mahape, Navi Mumbai.


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Policy No. OG-10-1902-4093-00000074 Type of Cover Office package policy Total Cover Rs. 69,10,000 Premium Rs. 5,764 Period of Insurance March 6, 2010 to March 5, 2011 10. Standard Fire and Special Perils Policy Insurer Reliance General Insurance Name of Insured AGS Infotech Private Limited Address of the insured Survey No. 172/3, 173/3, 173/4 Part A, Ground Floor, Athiyawad, Dabhel, Nani Daman

– 396210 Policy No. 1606392111820038 Type of Cover Standard fire and special perils policy Total Cover Rs. 1,80,00,000 Premium Rs. 24,034 Period of Insurance December 20, 2009 to December 19, 2010

11. Standard Fire and Special Perils Policy Insurer Bajaj Alliance General Insurance Name of Insured AGS Infotech Private Limited Address of the insured 238 ATM’s across India Policy No. OG-10-1908-4001-00001195 Type of Cover Standard fire and special perils policy Total Cover Rs. 21,60,00,000 Premium Rs. 90,534 Period of Insurance September 17, 2010 to September 16, 2011 12. Burglary Insurance Insurer Bajaj Alliance General Insurance Name of Insured AGS Infotech Private Limited Address of the insured 238 ATM’s across India Policy No. OG-10-1908-4001-00000242 Type of Cover Burglary Insurance Total Cover Rs. 21,60,00,000 Premium Rs. 1,66,774 Period of Insurance September 17, 20109 to September 16, 2011

13. Mediclaim Policy Insurer IFFCO-TOKIO General Insurance Co. Ltd. Name of Insured AGS & Allied Companies Address of the insured/ people

434 employess and their dependents

Policy No. 52160415 Type of Cover Mediclaim Total Cover Rs. 43,40,00,000 Premium Rs. 39,16,205 Period of Insurance April 10, 2010 to April 9, 2011


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Indebtedness For details of our indebtedness, refer to the section titled “Financial Indebtedness” on page 228 of this Draft Red Herring Prospectus. Our subsidiaries and group companies For details of our indebtedness, refer to the section titled “History and Other Corporate Matters” on page 111 of this Draft Red Herring Prospectus.


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KEY REGULATIONS AND POLICIES Applicable Regulation in India A brief summary of the relevant regulations and policies as prescribed by the Government of India and the relevant state governments that are applicable to our Company are as follows. Please note that the same are based on the legal provisions and the judicial interpretations as on the date hereof, which are subject to change. The regulations and policies set out below are only for general information to the investors and is neither exhaustive nor is a substitute for professional legal advice. Information Technology Act, 2000 The Information Technology Act, 2000 (“the IT Act”) was enacted with the purpose of providing legal recognition to electronic transactions and facilitating electronic filing of documents. The IT Act further provides for civil and criminal liability including fines and imprisonment for various cyber crimes, including unauthorized access to computer systems, unauthorized modification to the contents of computer systems, damaging computer systems, the unauthorized disclosure of confidential information and computer fraud. The IT Act regulates Information Technology i.e. it governs information storage, processing and communication. The Act provides legal recognition of electronic records and electronic signatures, their use, retention, attribution and security. Penalties are provided for cyber crimes which include tampering with computer source document and electronic publishing of obscene information, in addition to provision of compensation in certain cases. Importer Exporter Code Under the Indian Foreign Trade Policy, 2004, no export or import can be made by a person or company without an Importer Exporter Code number unless such person/company is specifically exempted. An application for an Importer Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce. An Importer Exporter Code number allotted to an applicant is valid for all its branches/divisions/ units/factories. Reserve Bank of India Regulations The RBI through its various policies governs the functioning of a banking company. The RBI also governs the setting up of an ATM by a banking company at various locations. Previously banks were required to take prior approval of RBI before opening an off-site ATM. Further, banks were required to include all such proposals for opening new off-site ATMs in their Annual Branch Expansion Plans. The RBI vide its policy dated June 12, 2009 has permitted Scheduled Commercial Banks to install off-site ATMs at centres/places identified by them, without having the need to take permission from the RBI in each case. This would, however, be subject to any direction which the RBI may issue, including for closure/shifting of any such off-site ATMs, wherever so considered necessary by the RBI. The general permission granted by RBI for opening off-site ATMs to banks is subject to certain conditions which the banks need to adhere to. Labour Laws India has stringent labour legislation protecting the interests of employees. There is a clear distinction between (i) employees who are ‘workmen’ (as defined under various enactments including the Industrial Disputes Act, 1947 (the “IDA”) and (ii) employees who are not ‘workmen’. Workmen have been provided several benefits and are protected under various labour laws, whilst those persons who have not been classified as workmen are generally not afforded statutory benefits or protection, except in relation to bonus, provident fund and gratuity. Employees are usually subject to the terms of their employment contracts with their employer, which are regulated by the provisions of the Indian Contract Act, 1872.


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A brief description of certain labour legislation applicable to the industry is set forth below: Factories Act, 1948 The Factories Act, 1948 (“Factories Act”) defines a factory to cover any premises which employs ten or more workers and in which the manufacturing process is carried on with the aid of power and any premises where there are at least 20 workers even though there is no electricity aided manufacturing process being carried on. The Factories Act provides that an occupier of a factory is the person who has ultimate control over the affairs of the factory. In case of a company, any of the directors must ensure the health, safety, welfare, working hours, leave and other benefits for workers employed in factories. The Factories Act was enacted primarily with the object of protecting workers from industrial and occupational hazards. Under this statute, an approval must be granted prior to the setting up of the factory and a license must be granted after setup is complete, by the Chief Inspector of Factories. In case of contravention of any provision of the Factories Act or rules framed thereunder, the occupier and the manager of a factory may be punished with imprisonment or with fine or both. Shops and Commercial Establishment Laws Under various State laws dealing with shops and establishments, any shop or commercial establishment has to obtain a certificate of registration from the supervising inspector and also has to comply with certain rules laid down in the act governing that particular State. These rules and regulations 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 and maintenance of records and registers by the employers, among others. Employees Provident Fund and Miscellaneous Provisions Act, 1952 The Employees Provident Fund and Miscellaneous Provisions Act, 1952, as amended , provides for the institution of compulsory provident fund, pension fund and deposit linked insurance funds for the benefit of employees in establishments. A liability is placed both on the employer and the employee to make certain contributions to the funds mentioned above. Employees State Insurance Act, 1948 The Employees State Insurance Act, 1948 (the “ESI Act”) provides for certain benefits to employees (drawing salary upto Rs. 15,000 per month) 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 Bonus Act, 1965 Pursuant to the Payment of Bonus Act, 1965, as amended (the “Bonus Act”), an employee in an establishment who has worked for at least 30 working days in a year is eligible to be paid bonus. Contravention of the provisions of the Bonus Act by a company will be punishable by for imprisonment up to six months or a fine up to Rs.1,000 or both against persons in charge of, and responsible to the company for, the conduct of the business of our Company at the time of contravention.


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Payment of Gratuity Act, 1972 Under the Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”), an employee who has been in continuous service for a period of five years will eligible for gratuity upon his retirement or resignation, superannuation or death or disablement due to accident or disease. The maximum amount of gratuity payable must not exceed Rs. 10,00,000. An employee in a factory is said to be in ‘continuous service’ for a certain period notwithstanding that his service has been interrupted during that period by sickness, accident, leave, absence without leave, lay-off, strike, lock-out or cessation of work not due to the fault of the employee. The employee is also deemed to be in continuous service if the employee has worked (in an establishment that works for at least six days in a week) for at least 240 days in a period of 12 months or 120 days in a period of six months immediately preceding the date of reckoning. Employees Compensation Act, 1923 The Employee’s Compensation Act, 1923 provides for payment of compensation to employees (as defined under the Act) and their dependants in case of injury and accident (including certain occupational disease) arising out of and in the course of employment and resulting in disablement or death. The Act applies to railway servants and persons employed in any such capacity as is specified in Schedule II of the Act. The schedule II includes persons employed in factories, mines, plantations, mechanically propelled vehicles, construction works and certain other hazardous occupations. The amount of compensation to be paid depends on the nature of the injury and the average monthly wages and age of the employees. The minimum and maximum rates of compensation payable for death (in such cases it is paid to the dependents of the employees) and for disability have been fixed and is subject to revision from time to time. Trade Unions Act, 1926 The Trade Unions Act, 1926 (“TU Act”) sets out procedures for registering a trade union and also prescribes the method for functioning such registered trade unions. Any seven or more members of a trade union may apply for registration to the appropriate authority by subscribing their names and by complying with the provisions of the TU Act with respect to registration and such trade union shall not become invalid due to cessation of some persons (not exceeding half of the total number) as members of trade union either after application or before the registration of the trade union. A certificate of registration of a trade union may be withdrawn or cancelled by the appropriate authority either on an application by the trade union or if the appropriate authority is satisfied that the certificate has been obtained by fraud or mistake. A trade union is required to maintain certain records and submit returns to the appropriate authority. A trade union who fails to submit returns may require to pay fine which may extend to Rs.5 and in the case of continuing default with an additional fine which may extend to Rs.5 for each week and shall not exceed Rs. 50. Any person who wilfully makes, or causes to be made any false entry or any omission from the general statement required under the TU Act shall be punishable with fine which may extend to Rs.500. Registered trade unions, furnishing false information shall be punishable with fine which may extend to Rs.200. Payment of Wages Act, 1936 (“Wages Act”) The Wages Act applies to the persons employed in the factories and to persons employed in industrial or other establishments where the monthly wages payable to such persons is less than Rs.1,600. The Wages Act confers on the person(s) responsible for payment of wages certain obligations with respect to the maintenance of registers and the display in such factory/establishment, of the abstracts of the Wages Act and the Rules made thereunder.


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Industrial Employment (Standing Orders) Act, 1946 (“Employment (Standing Orders) Act”) The Employment (Standing Orders) Act requires employers in industrial establishments to formally define conditions of employment under them. It applies to every industrial establishment wherein 100 (reduced to 50 by the State Government of Maharahstra in respect of the establishments within the State of Maharashtra) or more workmen are employed. The Employment (Standing Orders) Act calls for the submission of such conditions of work to the relevant authorities for their approval. The Maternity Benefit Act, 1961 (“Maternity Act”) The purpose of the Maternity Act 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 for payment of maternity benefits and medical bonus, and prohibits the dismissal of and the reduction of wages paid to pregnant women. Intellectual Property The intellectual property of the company includes the registered intellectual property rights and trademark applications made by the company in relation to the business of the company, as well as unregistered rights in intellectual property. The salient features of the legal regime governing the acquisition and protection of trade marks in India are briefly outlined below. Trademarks The Trade Marks Act, 1999 (the “Trademark 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 registrable under the Trade Mark 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 trade marks are 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 has 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. Copyright Protection 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.


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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 favoring 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:

(i) 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;

(ii) 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;

(iii) 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

(iv) 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 (the “Berne Convention”), the Universal Copyright Convention, 1952, (the “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 (the “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.


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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 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. Trade Secrets and Confidential Information In India, trade secrets and confidential information enjoy no special statutory protection and are protected under Common Law. 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 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 Rs. 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. The Indian Stamp Act, 1899 Stamp duty needs to be paid on all documents specified under the Stamp Act and at the rates specified in the Schedules thereunder. The rate of stamp duty varies from state to state. The stamp duty is payable on instruments at the rates specified in Schedule I of the said 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. The Income Tax Act, 1961 In addition to prescribing regulations for computation of tax liability on income, the Income Tax Act provides that any company deducting tax must apply to the assessing officer for the allotment of a tax deduction account number. Furthermore, the legislation requires every taxpayer to apply to the assessing officer for a permanent account number.


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HISTORY AND OTHER CORPORATE MATTERS AGS Transact Technologies Limited was incorporated on December 11, 2002 as a private limited company under the name and style of “AGS Infotech Private Limited”. The registration number of our Company is U 72200MH2002PLC138213. The registered office of our Company is located at 601-602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400013. Our Company passed a resolution on April 1, 2010 for changing the name of our Company to “AGS Transact Technologies Private Limited” and received a fresh certificate of incorporation consequent to change of name on June 3, 2010. Our Company thereafter on June 22, 2010 passed a resolution inter alia for conversion of our Company from a private limited company to a public limited company. Our Company received a fresh certificate of incorporation on July 20, 2010 confirming the conversion of our Company to a public limited company. Our Company is a system integrator in the business of touch point transformation; a business that transforms the way a customer interacts with the service provider enabling efficient delivery of its products and services. Our business entails sourcing high-end technology products, both hardware and software, customizing, integrating, installing, maintaining, and providing a spectrum of services around these products to the banking, retail, petroleum and colour sector. We source technology through tie-ups with global players. As part of our colour sector solutions, we manufacture paint dispensing equipment. Our registered office has been situated at 601-602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 from the time of incorporation. Key Events in the history of our Company

Year Key Events

2002 Our Company was incorporated in the name of AGS Infotech Private Limited

2003 Our Company purchased unit nos. 605 and 606 at Trade World, building B Wing situated at Kamala Mills, Lower Parel, Mumbai

2005 Our Company purchased Survey no. 173/1 and 173/2, situated at village Dabhel, Nani Daman to set up our factory facility at Daman

2008 Our Company obtained on lease basis from Toby Polyfabs Private Limited two premises situated at C – 85A, PIPDIC, Industrial Estate, Mettupalayam, Pondicherry

2009 AGS Infotech Singapore Pte Ltd became our wholly owned subsidiary

2010 India Transact Services Private Limited became our subsidiary

2010 Our Company’s name was changed to AGS Transact Technologies Private Limited

2010 Our Company was converted into a public limited company

Awards and Certifications received by our Company

Year Awards and Certifications

2008 Overall Best Sales partner (Retail) from Wincor Nixdorf

Certified on basis of performance of valued partner (Retail) from Wincor Nixdorf

Listed amongst Best Retail Suppliers by Retailer Magazine

2009 Top Mall Intelligence deal (Retail) from Wincor Nixdorf Listed amongst Best Retail Suppliers by Retailer magazine

Silver awarded to our Company news (category –newsletter) from ABCI (Association of Business Communicators of India)


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Main Object of our Company “To carry on in India or Abroad the business of Software Designing, Developing, Marketing, Purchasing, Selling, Importing, Exporting, Franchising, Research and Development of Graphics, Web Designing, Business Portal Development, E-Commerce, M-Commerce and Businesses related to Coaching, Consultancy, Research and Development and Training and Opening Training Centres relating to Computer Hardwares and Softwares in India or Elsewhere and to Manufacture, Market, Purchase, Sell, Import, Export, Franchise or to act as Stockiest, Distributors, Agents, Traders in Graphic Equipments, Computer Parts, Components, Inputs and Peripherals, Electrical and Electronic Equipments and Machines in India or Elsewhere.” The main object of the Memorandum of Association of our Company enables it to undertake the existing activities as well as activities for which the funds are being rasied in this Issue. Changes in Memorandum of Association Date of resolution Particulars of Change

December 29, 2003 Authorized Share Capital increased from Rs. 10 Lacs to Rs. 100 Lacs

March 20, 2006 Authorized Share Capital increased from Rs. 100 Lacs to Rs. 500 Lacs

April 1, 2010 The name of our Company was changed to AGS Transact Technologies Private Limited

June 22, 2010 The word ‘Private’ was deleted from the name of our Company pursuant to conversion of our Company from private limited to public limited.

June 23, 2010 Authorised Share Capital increased from Rs. 500 Lacs to Rs. 3,500 Lacs Changes in the Registered office of our Company There has been no change in the registered office address of our Company since the time of incorporation. Our Subsidiaries Our Company has two subsidiaries the details of which are as follows: 1. India Transact Services Pvt. Ltd (“India Transact”)

The company was incorporated under the Act in the name of India Transact Services Private Limited vide certificate of incorporation dated July 11, 2007 bearing registration number U72900MH2007PTC172249 issued by the Registrar of Companies, Maharashtra, Mumbai. The registered office of the company is situated at 601/602 B Wing, Trade World, Kamala Mills Compound, Lower Parel, Mumbai 400 013. India Transact became our subsidiary from April 1, 2010.

India Transact is engaged in the business of dealing and creating electronic clearing payments. The equity shares of India Transact are not listed on any stock exchange. The authorised share capital of India Transact is Rs. 1,00,00,000. Shareholding Pattern

The shareholding pattern of India Transact as on date of filing this DRHP is as follows:


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S. No.

Name of the shareholder Number of shares held (Rs. 10 each)

Percentage of shareholding

1. AGS Transact Technologies Limited 47,495 94.99

2. Mr. Ravi B. Goyal 2,500 5.00

3. Mrs. Anupama Goyal 1 negligible 4. Mrs. Vimla Goyal 1 negligible 5. Mr. Kiran Goyal 1 negligible 6. Mrs. Nidhi Goyal 1 negligible 7. Ms. Neha Goyal 1 negligible

Total 50,000 100.00 Board of Directors as on date of filing this DRHP

Name of the Director Nature of Directorship

Mr. Ravi B. Goyal Director

Mr. Badrinarain Goyal Director

Mrs. Anupama Goyal Director Financial Performance

The financial performance of India Transact for the last three years is as follows:

(Rs. in Lacs unless otherwise stated)


Total Income 4.85 30.73 Nil

Profit/(Loss) after tax (81.73) (65.60) (5.35)

Share Capital 1.00 1.00 1.00

Reserves and Surplus (excluding revaluation Reserves) (152.68) (70.95) (4.35)

Earning Per Share (Rs.) NA NA NA

Book Value per share (Rs.) NA NA NA

India Transact is not declared as a willful defaulter by the RBI or any other Government Authority and there are no violations of SEBI Regulations committed by it in the past or are pending against it.

2. AGS Infotech Singapore Pte Limited (“AGS Singapore”)

AGS Singapore was incorporated as a private company limited by shares under the Singapore Companies Act on March 6, 2009 bearing company registration no. 200904076K. The registered office of AGS Singapore is situated at 371 Beach road, #02-01C, Key point, Singapore 199597. The issued and paid up share capital of the company as on date is 100 Singapore dollars. The company is engaged in the activity of providing computer software consulting services. The equity shares of AGS Singapore are not listed on any stock exchange.

Shareholding Pattern The shareholding pattern of AGS Singapore as on the date of filing this Draft Red Herring Prospectus is as follows:

S. No.

Name of the shareholder Number of shares held of 1

Singapore Dollar each


1. AGS Transact Technologies Limited 100 100


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Board of Directors as on the date of filing this Draft Red Herring Prospectus

Name of the Director Nature of Directorship

Mr. Ravi B. Goyal Director

Mr. Sripriya Balasubramanian

Director

Financial Performance

The financial performance of AGS Singapore is as follows:]

Fiscal 2010 (Singapore Dollars)

Fiscal 2010 (Rs. in Lacs)

Total Income Nil Nil

Profit/(Loss) after tax (3200) (1.07)*

Share Capital 100 0.03*

Reserves and Surplus (excluding revaluation Reserves) Nil Nil

Earning Per Share (Rs.) NA NA

Book Value per share (Rs.) NA NA *Source: 1 Singapore Dollar = Rs. 33.45 for the profit and loss account; Rs. 33.17 for the Balance Sheet

Shareholders Agreement Our Company has not entered into any shareholder’s agreement. Other Agreements 1) Agreement between our Company and Wincor Nixdorf dated December 2009 (the “Agreement”)

Scope of the Agreement: Under the agreement Wincor Nixdorf grants our Company the right to sell its products (“Contractual Products”) during the term of the agreement in its own name and for its own account in the territory of India. Indemnity:

• Our Company shall indemnify and keep indemnified Wincor Nixdorf against any claims by third parties for the use of the name Wincor Nixdorf or any logo/ trademark which is not in line with the provisions of the agreement.

• Our Company shall indemnify Wincor Nixdorf and its affiliates from all third party claims in relation to the disposal or the transportation of the delivery items and/or all costs that arise to Wincor Nixdorf or its affiliates from the disposal and the transportation of the delivery items.

Term: • The agreement shall be valid starting from the day it is signed by both the parties until the end of

the fiscal year of Wincor Nixdorf and thereafter shall be automatically extended by a further 12 months unless terminated by serving a notice with a notice period of at least 3 months, before any particular expiry date.

• Any annexure to the agreement may be terminated at the end of each fiscal year of Wincor Nixdorf by either party in writing with a period of notice of three months prior to termination. The termination of the annexure on banking will automatically entail termination of annexure on services and vice versa, respectively the termination of annexure on retail will automatically entail termination of annexure on services and vice versa.

• Term of other ongoing individual contracts: The contract duration of other ongoing individual contracts, shall be as per the provisions contained therein. Where an individual contract regulates


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continous obligations or recurrent services and no other provisions to be made, the following shall apply: The particular individual contract shall have a term of 12 months and thereafter be extended by a further 12 months at a time unless terminated by serving a notice with a notice period of 3 months before any particular expiry date. The term or efficiency of individual contracts shall have no effect on the term of efficiency of the agreement.

• Either party is entitled to terminate the agreement prematurely and with immediate effect for important reasons.

Termination: Either party is entitled to terminate the agreement prematurely and with immediate effect for important reasons: • There exists a force majeure or circumstance beyond a party’s reasonable control which hinders

the party’s performance under the agreement for more than 6 months. • A petition is filed against a party under the provisions of the laws of insolvency or bankruptcy. • A party is in substantial arrears with respect to its payment commitments or otherwise materially

breaches of the agreement so that the other party’s adherence to the agreement cannot reasonably be expected

• Wincor Nixdorf decides to discontinue the sale of all or individual Contractual Products prior to the end of the duration of the agreement.

Wincor Nixdorf shall have the right to terminate the agreement prematurely in the event: • Our Company acquires directly or indirectly, an interest in a company competing with Wincor

Nixdorf or concludes contracts with such company giving our Company a dominant influence over such company. Wincor Nixdorf may also terminate the agreement if a company competing with Wincor Nixdorf acquires, directly or indirectly, an interest in the Company.

• Our Company violates applicable export regulations. • Our Company does not fulfil the sales targets according to the agreement and/or individual

agreements for two consecutive years.

2) Agreement between our Company and Postec dated April 1, 2008 (the “Agreement”) Scope of agreement: The agreement assigns exclusive right to our Company to market, supply, install, support and update Postec products (i.e. hardware and software products together with associated documentations for the petroleum vertical) and with Postec’s agreement, appoint dealers to market and service the Postec products in India, Nepal, Bangladesh, Sri Lanka. Term: The agreement is valid for a period of 3 years or any other period as may be agreed from the effective date i.e. May 1, 2008 unless sooner terminated. The agreement may be extended for a period of 12 months based on satisfactory performance by our Company. Termination:

• Either party may give notice of termination to the other within three months of the expiry date of the agreement or extension to it.

• Agreement may be termination by any party with immediate effect on breach of any of the terms of the agreement, unless breach is cured to the satisfaction of the injured party within 14 days.

• In case either party is declared insolvent or a resolution is passed for winding up except in case of (amalgamation or reconstruction) or a petition for winding up is presented or a receiver appointed over the assets – then the other party may give written notice of termination.

• Upon termination our Company shall return all such identified material to Postec in good and proper condition at its principal office or at such other place as Postec may designate within


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New Zealand and our Company shall destroy at its own expense all other material of Postec not so identified for return.

3) Agreement between Advanced Graphic Systems (“Advanced Graphic”) and FFM dated January 1,

2010 (“Agreement”) Scope of the Agreement: Advanced Graphic has been appointed by FFM to promote and solicit orders for the products and parts (which includes Automatic Dispensers, Manual Dispensers, Shakers, Mixers, Software etc) in India.

Indemnification: Advanced Graphic shall indemnify FFM and its affiliated companies for all claims, cost, damages, expenses or loss incurred for negligence and misconduct of representative and its employees or as a result of failure of Advanced Graphic or any of its employees or other representatives to perform any obligation pursuant to the Agreement. Term of the agreement: the Agreement is valid for a period of 12 month.

Termination: FFM shall be entitled to terminate the Agreement by giving written notice to our Company if we become insolvent or we are in the process of being wound up or we suffer a change of control or there is a substantial change in our shareholding or we fails to fulfil any of our obligation under the Agreement.

4) Manufacturing agreement dated July 1, 2009 between Advanced Graphic Systems and CST Far East

Limited (“CST”) (“Agreement”). Scope of the Agreement: Advanced Graphic Systems will produce rotary ink jet machines in India under the license of CST. Components for manufacturing the products shall be ordered in sufficient quantity by Advanced Graphic Systems so that they can manufacture at least 5 machines at a time. CST will provide the price list of all the components and it is the responsibility of Advanced Graphic Systems to order these items from CST or to build/make copies in India.

5) Agreement between Advanced Graphic Systems and our Company dated September 21, 2010

Scope of the Agreement: Assignment of Rights and obligations under certain Agreements. AGS has assigned all the rights, benefit and interest in and obligations under (i.) the Representative Agreement dated January 1, 2004 entered into by AGS with Fast and Fluid Management Netherlands to market, promote and solicit orders for the products and parts set forth therein, (ii.) the Manufacturing Agreement dated July 1, 2009 with CST Far East Limited for producing rotary inkjet machines in India, and (iii.) various service level agreement for providing maintenance and other services. AGS has also transferred certain employees to our Company as set out therein retaining the liabilities as on the date of agreement.

Condition precedent: Assignment of rights and obligation under the Representative Agreement and other service level agreements to our Company is subject to consent to be obtained by AGS for the said assignment from the respective parties under the assigned agreements wherever required.

6) Agreement between our Company and Carinov Systems Private Limited (“Carinov”) dated August 25, 2009 (“Agreement”)

Scope of the Agreement: Agreement to exclusively market and sell the Digital Signage Products and services of Carinov in India and Middle East.


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Term: the Agreement is valid till August 25, 2014 unless terminated earlier Termination: either party may terminate the Agreement in the event of a material breach by the other party if such breach continues uncured for a period of 30 days after written notice. The Agreement may also terminate automatically if either our Company or Carinov is adjudicated bankrupt, files a voluntary petition of bankruptcy, make a general assignment for the benefit of creditors, is unable to meet its obligations in the normal course of business or if a receiver is appointed on account of insolvency. Our Company or Carinov may also terminate the agreement if the business purpose fails on account of sale of the products and services or the costs not being recovered within 2 years from the effective date (August 26, 2009) and may sell the remaining product stocks at a discounted price.

7) Agreement between our Company and Prism Payment Technologies Private Limited (“Prism”) dated

August 6, 2008 (“Agreement”) Scope of the Agreement: the Agreement has been executed for the sale and right to use the design, source code, know how, intellectual property rights and the like relating to Prism’s product known as the OPT 6000, in order that our Company possesses the know-how and ability to manufacture and sell OPT 6000s.

Term of the Agreement: The Agreement is effective from August 6, 2008. The Agreement shall terminate when no further rights and obligation flow by written communication and mutual consent by the parties.

8) Master Service Agreement dated December 14, 2009 between our Company and Dhanlaxmi Bank

Limited (“Bank”) Scope of the Agreement: The Company shall provide certain products to the Bank as per the terms of the agreement: Term: The agreement is in force for a period of 8 years from the date of execution.

Termination and post termination obligations:

• Termination without cause: The Bank can terminate the agreement by giving 90 days notice in advance to enable our Company to remove the ATM’s and other equipment from the site and calculate the amount for termination fees.

• The Bank can terminate the agreement if our Company breaches the material obligations under the agreement and if the same is not cured within 60 days from a written notice being issued for the same.

• Our Company can terminate the agreement if the Bank fails to pay any undisputed fees owed in accordance with the payment terms or breach of the conditions of the agreement within 60 days of notice for paying the same.

9) ATM Network Deployment and Management Agreement dated March 15, 2010 between our Company and AXIS

Bank Limited (“Agreement”) Scope of the Agreement: Our Company shall establish, deploy and operate for and on behalf of the Bank a network of ATMs comprising of 1,500 (One thousand five hundred) ATMs (“Axis Bank IAD ATM Network”), whereby the cardholders of the Bank shall have access to the said ATMs and will be able to avail various services through the ATMs.

Term and Termination

The term of the Agreement shall commence on the effective date i.e. March 15, 2010 and shall continue thereafter for a period of 5 (five) years from the completion of deployment (the “Term”). If the Bank is not extending the Term, then the Bank shall give a written notice to this effect at least 90 days prior to the expiry of


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the Term to our Company. The agreement shall automatically renew and continue in full force and effect for successive five-year periods, if written notice of discontinuation has not been given on such renewal, the Bank and our Company shall have the right to revise the existing commercial terms in writing as per mutually agreed terms.

Termination for cause:

The Bank or our Company may terminate the Agreement immediately upon the liquidation, bankruptcy, or insolvency of the other Party by giving a notice of termination. If either party defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under the Agreement, and does not cure such default within 60 (sixty) days after receipt of a notice of default from the non-defaulting Party, then the non-defaulting party may, by giving notices to the defaulting party terminate the areement, as of the termination date specified in the notice of default. Such termination shall not absolve either party of its obligations incurred prior to such termination. Indemnity: Each party will indemnify the other Party from, and defend and hold the other Party harmless from and against, any losses suffered, incurred or sustained by the other Party or to which it becomes subject, resulting from, arising out of or : a) relating to the inaccuracy, untruthfulness or breach of any representations made in this agreement; b) relating to failure to obtain, maintain or comply with the consents and Governmental/Regulatory approvals.

c) relating to a breach of the agreement caused by willful misconduct or gross negligence; d) any act or omission or fraud during discharge of the obligations or any other matter related thereto and e) failure in complying with any applicable legislation, statues, ordinances, regulations, administrative rulings or requirements of law.

f) Our Company also agrees and undertakes to indemnify the Bank and to hold the Bank harmless against all costs, claims, damages, demands, losses, actions, disputes, liabilities and expenses of any nature suffered, sustained or incurred by the Bank, due to the Bank agreeing to allow our Company to advertise non-Axis Bank value added services.

10) Addendum Agreement dated June 21, 2010 executed between our Company and AXIS Bank Limited

(“Bank”) (“Agreement”) The Agreement is an addendum to the ATM Network Deployment and Management Agreement dated March 15, 2010 which was executed with the Bank. Scope of the Agreement: Our Company shall deploy in 107 ATM’s in addition to the 1500 ATM’s as agreed under the ATM Network Deployment and Management Agreement at such locations specified in the Agreement. Other terms and conditions shall be the same as per the ATM Network Deployment and Management Agreement.

11) Agreement between our Company and F.A. Sening GMBH (“Sening”) dated March 1, 2010

(“Agreement”) Scope of the Agreement: Sening has appointed our Company as its non exclusive distributor of certain products in the territory of India under the terms and conditions of the Agreement Term: The Agreement shall be effective from March 1, 2010 and shall remain effective for 2 years and shall not be automatically renewed.


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Termination:

• Sening or our Company may terminate the agreement with or without cause giving 60 days notice to the other party.

• Either party may terminate the agreement by giving 30 days notice if the other party fails to perform any obligation required unless such obligation is performed within such period. Sening or our Company may also terminate the agreement if other party enters into or placed in bankuptcy or receivership, is nationalised, or becomes insolvent or makes an assignment for the benefit of its creditors.

• Either party may also immediately terminate the agreement upon a change in the ownership of the other party which the terminating party deems adverse to its interest.

• Sening may terminate the agreement if our Company does not comply with the laws and regulations within the territory or otherwise applicable to its activities in connection with its sales or the product and other activities including any registration requirements or offers any money or anything to any government official or political parties.

• Obligations accrued or due prior to the termination or expiration will not relieve either party from duty to discharge the obligations. Termination or expiration shall not give rise to any claim for damages for such termination or expiration and Sening and our Company expressly waive such claims.

• Within 30 days after termination our Company shall remove all references to Sening from our letter head and advertising literature and place of business and shall not thereafter use any trademark or name suggesting that our Company has any relationship with Sening.

• Either party enters into or is placed in bankruptcy, becomes insolvent or makes an assignment for the benfit of its creditors, the other party may immediately terminate the agreement.

Indemnity: Our Company will defend, indemnify and hold harmless Sening from any claim, suit or liabilities arising out of any acts or omission of our Company, our employees and agents including any failure to perform any of our obligations in the agreement and including claim of negligence or strict liability of our Company for product misapplication or product defects caused by our Company.

12) Agreement between Brinks Arya India Pvt. Ltd. (“CRA”) and our Company dated August 31, 2009 Scope of the agreement: Under the agreement CRA has agreed to provide and perform activities which includes (a) specialised functions of collecting, picking up, storing and carrying cash , deposits, captured cards and any and all valuable documents (such as cheques etc) from ATMs, (b) replenishing cash in the ATMs, (c) collecting cash from the designated branch of the bank/currency chest and transporting the same to the vault in security vans under armed escort, (d) vaulting of cash, (e) currency sorting and processing if required, (f) Keeping record of currency cassette seals, (g) ATM cash balancing, verification & proofing of residual cash from the ATMs with ATM counters, (h) balancing of cash in vault and (i) consumables management. Term: the agreement is valid for a period of 1 year from the effective date i.e. August 31, 2009 unless terminated prior to its conclusion. If the agreement is concluded or ineffective by virtue of lapse of time then the same shall automatically be renewed for a further period of 3 months on the same terms and conditions and after completion of 3 months the agreement shall cease to be effective, valid, operative or binding. Termination: The agreement can be terminated by either party at anytime by giving prior written notice to the other party. If CRA intends to terminate then it should give our Company atleast a 60 days notice in


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advance while in case our Company intends to terminate then it shall give 30 days notice in advance to CRA. Our Company may also terminate the agreement by giving 15 days advance written notice to CRA without stating any reason for doing the same. Our Company may also terminate the agreement: i.) when CRA has breached any provisions of the agreement or any law in force if it is not

acceptable by our Company and is necessary and required to be followed by CRA for providing the said services;

ii.) Our Company may also terminate when our Company or the Bank is in the opinion that interests of our Company or the Bank are jeopardized or when parties are not in a position to perform obligation for a period of more than 7 days;

iii.) when CRA has become bankrupt or insolvent or when trustee, receiver, or liquidator has been appointed for taking charge and control of a substantial portion of the assets of the CRA;

iv.) when substantial portion of the assets of the CRA have been seized, attached or confiscated pursuant to an order of any court of law or any authority and such attachment is not removed within 30 days of such attachment or confiscation.

v.) The agreement shall be automatically terminated on the termination of the agreement with Dhanalaxmi Bank that has been entered into between our Company and the bank.

Indemnity: CRA shall indemnify our Company and/or the bank for any loss or damage etc caused due to breach of any covenant or warranties or due to failure of CRA to maintain permission or licences etc to perform its obligation under the agreement or due to any improper act, work, services or omission by CRA. CRA shall also indemnify our Company and/or the bank from any loss/damage to the premises of our Company or that of the Bank. CRA shall also indemnify our Company and the Bank for any loss or damage that may occur to the equipment of our Company or the bank which shall also include ATMs, computers software etc and damage/loss is attributable to abuse or mala fide act of CRA personnel. CRA shall also indemnify and keep our Company and the Bank harmless from any loss or liability which may be encountered during the transportation of the cash and valuables of the Bank in its possession or custody which shall commence from the time when the CRA receives such cash/valuables from the bank until the same is deposited in the ATM. CRA shall also be liable and keep indemnified the our Company and the Bank from any loss of cash / valuables that may occur at its vault or storage facility which may be owned, operated or under the control of CRA.

13) Agreement between Clean & Clear (“Service Provider”) and our Company dated July 31, 2009 Scope of the agreement: The Service Provider shall provide housekeeping and security attendant services for certain ATM’s set up and managed by our Company.

Indemnity: the Service Provider shall keep our Company indemnified against any claims, losses or damages due to the acts of the personnel assigned by the Service Provider.

Termination: a) Either party can terminate the agreement by giving notice in the event of breach and such breach has not been rectified within 21 days or other party commits an act of bankruptcy or goes for liquidation other than for reconstruction, amalgamation.

b) Our Company may terminate the agreement without reason by giving 30 days notice or the Service Provider and/or its personnel are in material default of the provisions of the agreement.

c) In the event the Service Provider or any of their personnel are in material default of the terms of the agreement and the complaint of our Company to rectify such default is not entertained by the Service Provider within 48 hours of making the complaint. In such a case our Company shall


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not be liable to pay any charges incurred 30 days prior to notice of such breach or otherwise to the Service Provider.

14) License of Use of Service and Trademarks between our Company and Mr. Ravi B. Goyal (“Licensor”)

dated September 15, 2010 and Addendum Agreement dated September 21, 2010 Term: Non-exclusive license for perpetuity

Termination: Either party can terminate the agreement by giving four months notice along with reasonable reason. However, for such termination our Company shall pay five times of the average royalty received by our Company in the last three years and shall pay three times of the average expected license fee for the next year.

Indemnity: Licensor shall indemnify our Company for any damages or costs for the use of the marks by any third party.

15) Agreement dated September 17, 2010 between our Company and AGS Sundyne Technologies Private Limited

(“Sundyne”) (“Agreement”) Scope of the Agreement: Sundyne shall supply certain products to our Company on such costs, terms and conditions as specified in the Agreement. Term: The Agreement shall be in force unless terminated as per the terms of the Agreement.

Indemnity: Our Company agrees to indemnify and hold Sundyne harmless from and against any liability, costs or expenses suffered by Sundyne based on a claim that (i) our Company activities are not in conformity with the terms of the Agreement or the applicable laws, (ii) our Company has sold the products with such integrations not authorized by Sundyne; or (iii) our Company has made claims or representations for the Product which are in excess of those authorized by Sundyne.

Termination:

(1) Our Company can terminate the Agreement without assigning any reasons thereof by giving Sundyne at

least thirty 30 days prior written notice.

(2) Either Party can terminate the Agreement with immediate effect on the following grounds: (a) the failure or neglect of our Company to pay Sundyne any sum or amounts due hereunder within the terms

of the Agreement where such delinquency is not fully corrected within 15 days of Sundyne's written demand;

(b) the failure or neglect of either party to observe, keep or perform, any of the other material covenants, terms

and conditions of the Agreement where such non-performance is not remedied by such party within 30 days after written notice by the other party of its intent to terminate;

(c) Either party becomes insolvent or bankrupt, assigns all its business or assets for the benefit of creditors,

permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors' rights or otherwise ceases to conduct business in the normal course;


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Strategic Partners Our Company has no Strategic partners. Financial Partners Our Company has not entered into any financial partner agreements.


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MANAGEMENT

BOARD OF DIRECTORS The Board of Directors as on the date of filing this Draft Red Herring Prospectus is as follows: Brief Profile of our Directors Sr. No


Age (yrs)

Date of Appointment

Other Directorships

6. Mr. Ravi B. Goyal, S/o Mr. Badrinarain Kunjbihari Goyal Managing Director 203, 2nd floor, Shreenath Niwas, Poddar Road, Santa Cruz (W), Mumbai 400 054 Occupation: Business DIN : 01374288

47 Appointed as Managing Director for a period of 5 years from August 1, 2010 till July 31, 2015.




Private Limited 4. Instrument Research

Associates Private Limited 5. Advanced Graphic Systems

(proprietary firm)

7. Mr. Badrinarain Kunjbihari Goyal, S/o late Kunjbihari Goyal Non Executive Director 204, 2nd floor, Shreenath Niwas, Poddar Road, Santa Cruz (W), Mumbai 400 054 Occupation: Business DIN: 01679378

70 Appointed as First Director of our Company




Private Limited 4. Goyal Electronics Industries

(proprietary firm)

8. Mr. Sudip Bandyopadhyay S/o Mr. Dilip Banerjee Additional Director (Independent Director) Ansal Heights Flat no. 1801 18th floor Block -B , Worli Naka Mumbai 400018. Occupation: Professional DIN: 00007382

46 September 16, 2010 1. Convexity Solutions and Advisors Limited

2. SIFE India

3. Honkong Mercantile Exchange


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Sr. No


Age (yrs)

Date of Appointment

Other Directorships

9. Mr. S. P. Chaudhry S/o Mr. Narinder Chaudhry Additional Director (Non Executive- Non Independent Director) Flat No 2201 22nd flr, Light Bridge Hiranandai Meadows Pokhran road no 2, Thane West 400610 Occupation: Professional DIN: 03233435

61 September 16, 2010 Nil

10. Mr. Jayesh Parmar S/o Mr. Madhavji Parmar Additional Director (Independent Director) A 101, Riddhi Siddhi, off M G Road, Off Dada Narvane School, Kandivali (West) Mumbai 400067 Occupation: Professional DIN : 00802843

55 September 16, 2010 1. Sun Flag Iron and Steel Company Limited

2. KDA Corporate Advisors Private Limited

3. Capstone Commodities Multitrade Private Limited

4. ARCON Automotive Private Limited

6. Mr. T.S. Bhattacharya S/o Sudhir Chandra Bhattacharya Additional Director (Independent Director) Flat M - 1, Kinellan Towers 100-A, Napean Sea Road Mumbai 400006 Occupation: Professional DIN : 00157305

62 September 16, 2010 1. JSL Stainless Steel Limited

2. Nuclear Power Corporation India Limited

3. Sayaji Hotels Limited

4. IDFC Securities Limited


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Mr. Ravi B. Goyal, Managing Director Mr. Ravi B. Goyal, Managing Director is the promoter of our Company. After a brief stint as an engineer with DCM Computers, Mr. Ravi B. Goyal established a proprietary concern in the name of Advanced Graphic Systems in 1992 marketing computer-aided textile designing software for Computer Design Inc, USA. In 2002 he went on to establish the Company which engages in providing products and services in the Banking, Petroleum, Retail and Colour sectors. He has been instrumental in tying up with global suppliers such as Wincor Nixdorf to provide products to customers in various sectors in which our Company is operating. Mr. Badrinarain Goyal, Director Mr. Badrinarain Goyal, holds an electronics diploma engineer. He carries over 45 years of experience in various fields such as industrial electronics, electro-medicals, instrumentation, noise and vibrations and air-conditioning and refrigeration. As on date, Mr. Badrinarain Goyal successfully runs his own electronics firm by the name of Goyal Electronics Industries. Mr. Sudip Bandyopadhyay Mr. Sudip Bandyopadhyay is a qualified CA and a Cost Accountant, with over 22 years of experience in various areas of finance and financial services. He has worked with reputed organizations like Reliance (ADA Group), ITC, ICI and HLL. Sudip is now heading Convexity Solutions as MD & CEO. Mr. Sudip Bandyopadhyay was instrumental in leading Reliance Anil Dhirubhai Ambani Group’s foray, amongst others, into Equity & Commodity Broking, Financial Products Distribution, Commodity Exchanges, Gold Coin Retailing, Money Changing and Money Transfer. During Mr. Sudip Bandyopadhyay’s 17 years stint with ITC, amongst others, as head of Treasury and Strategic Investments, he managed one of the largest Corporate Treasury of the country and investments in excess of Rs. 4000 crores. He was responsible for the acquisition of strategic stakes in EIH, VST and several other companies by ITC. Mr. S. P. Chaudhry Mr. S.P. Chaudhry is a mechanical engineer from Regional Engineering College, Jaipur and MBA from University of Hull, UK. He has also undergone advanced management training programme from Kellogs School of Management, USA. He has a varied professional exposure of three decades across entire spectrum of petroleum marketing functions like Retail, Consumer Sales, Lubes, LPG, ERP and International Operations. During his tenure in HPCL, Mr. S.P. Chaudhry has also held the position as an Executive Director on the Board of HPCL promoted wholly owned subsidiary, Shri Guru Gobind Singh Refineries Ltd. from May 2004 till its conversion to a JV company in 2007. During his assignment as Executive Director (Retail), HPCL from 2002 to 2009, he has been responsible for changing the retail face of the business at a time when petroleum marketing in India was undergoing radical changes. Among several awards and recognitions Mr. S.P. Chaudhry was conferred with “Reid and Taylor Retail Excellence Award” at the Asia Retail Congress Summit 2008 held at Mumbai in January, 2008 for his professional contribution. Mr. Jayesh Parmar Mr. Jayesh Parmar is a fellow member of the Institute of Chartered Accountants of India. He is into practice as a partner with M/s Kanu Doshi Associates, Chartered Accountant since 1993. The team is currently headed by Mr. Jayesh Parmar himself. He is also a life member of the Bombay Chartered Accountant Society. Mr. Jayesh Parmar’s core area of practices involves International taxation, advising on acquisition and merger, valuations of business and shares, advising on restructuring of Business, due diligence audit, advising on cross border transactions, compliance and advising on setting up foreign branch etc. he is also catering to vide range of client from manufacturing, trading and service sector.


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Mr. T.S. Bhattacharya Mr. T.S. Bhattacharya holds a post graduate diploma in Management Science from Jamnalal Bajaj Institute of Management, Mumbai. He also holds a Master of Science in Nuclear Physics. He further holds an Associateship with the Indian Institute of Bankers. He retired as the managing director of the State Bank of India (“SBI”) on January 31, 2008 after serving for 38 years. Mr. Bhattacharya has also worked with the Saha Institute of Nuclear Physics an affiliate of Tata Institute of Fundamental Research. Mr. T.S. Bhattacharya has been instrumental in Strategic planning for designing, implementing and winning in the market place for financial services both retail and wholesale. He successfully planned and started profitably two successful departments with international divisions (including development of technology); (a) International Merchant Banking, (b) International Correspondent Banking. As the head of Corporate Banking, project finance and syndications, SBI continuously received awards. As part of the top management, he has been party to a series of acquisitions abroad. Mr. T.S. Bhattacharya has been associated as part of the internal teams to manage changes in SBI from 1972 till the recent changes brought in by McKinsey. RELATIONSHIP OF OUR DIRECTORS WITH THE PROMOTER

Name of the Director Relationship of Directors with the Promoter

Mr. Badrinarain Kunjbihari Goyal Father of Mr. Ravi B. Goyal QUALIFICATION SHARES REQUIRED TO BE HELD BY OUR DIRECTORS Our directors are not required to hold any qualification shares. DETAILS OF APPOINTMENT OF THE MANAGING DIRECTOR AND THE COMPENSATION PAYABLE Name Mr. Ravi B. Goyal Designation Managing Director Date of appointment August 1, 2010 Period 5 Years Salary 1) Rs. 102 Lacs per annum;

2) Profit sharing equivalent to 2% of profits of our Company for the financial year (per audited results) calculated as per the provisions of the Act.

Benefits • Medical insurance as per Company policies • Gratuity; • Company car for official duties, club fees, phone and communication facilities at residence, leave travel for self and family and other entitlements as per Company policies.

• Fare entitlements, hotel accommodation, per diem and other entitlements/ allowances as per Company travel policies.

Remuneration of our Executive Directors Except as disclosed in this DRHP, no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of the executive Directors except the normal remuneration for services rendered as a Director of our Company. We do not give any sitting fees to our Directors for attending Board and/or Committee meetings.


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SHAREHOLDING OF THE DIRECTORS IN OUR COMPANY The following are details of the shareholding of the directors in our Company at the time of filing this Draft Red Herring Prospectus:- Sr. no

Name of the Director No. of Shares held % of Pre-issue share Capital

1 Mr. Ravi B. Goyal 1,85,62,480 98.99


187500 1.00

Total 18749980 99.99

INTEREST OF DIRECTORS Except as stated in the section titled “Related Party Transactions” on page 141 of this Draft Red Herring Prospectus all Directors of our Company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other remuneration, reimbursement of expenses payable to them. Further, the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by them with any company in which they hold directorships or any partnership firm in which they are partners. All the directors of our Company may also be deemed to be interested to the extent of equity shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of this Offer Document and also to the extent of any dividend payable to them and other distributions in respect of the said equity shares. Further, every Director of our Company shall be indemnified out of the funds of our Company for all costs, charges, losses and damages which any such Director may incur or become liable to pay, by reason of any contract entered into or act or thing done, concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed duties (except such if any as he shall incur or sustain through or by his own wrongful act, neglect or default) including expenses, and in particular and so as not to limit the generality of the foregoing, against all liabilities incurred by him as Director of our Company 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 on which relief is granted to him by the Court. Mr. Ravi B. Goyal is interested in our Company in addition to the above to the extent of (a) rent received from our Company for the use of Unit No. 601, B Wing, Trade World, Kamala Mills, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 which is a part of the registered office of our Company, and (b) license fees for the use of trade marks registered and/ or application made in the name of Mr. Ravi B. Goyal. Details of borrowing powers: Pursuant to a resolution passed by the shareholders at an Extra Ordinary General Meeting held on September 20, 2010 in accordance with provisions of the Companies Act, the Board has been authorized to borrow sums of money for the purpose of our Company upon such terms and conditions and with or without security as the Board of Directors may think fit, provided that the money or monies to be borrowed together with the monies already borrowed by our Company shall not exceed, at any time, a sum of Rs. 400 crores. As on the date of filing this Draft Red Herring Prospectus, the overall borrowings of our Company do not exceed the overall limit as specified under Section 293 (1) (d) of the Companies Act, 1956.


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Changes in the Board of Directors during the last three years The changes in the Board of Directors during the last three years are as follows:-

Corporate Governance The provisions of the Listing Agreement to be entered into with the Stock Exchange(s) will be applicable to our Company immediately upon the listing of our Equity Shares with the Stock Exchanges. Our Company has complied with the corporate governance code in accordance with Clause 49 to the extent applicable. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges. In terms of the Clause 49 of the Listing Agreement, our Company has already constituted the following committees. (a) Audit Committee; (b) Shareholders’/ Investors’ Grievance Committee; (c) Remuneration Committee

Audit Committee The Audit Committee was constituted on September 16, 2010. It functions as prescribed under Section 292(A) of the Companies Act, 1956. At present the members are:

The terms of reference of the Audit Committee are broadly as under:

• Overview of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors, fixation of audit fees and also approval for payment of any other services.

• Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any areas of concern.

• Review with management of the annual financial statements before submission to the Board, focusing primarily on: � any changes in accounting policies and practices;

Name Date of Appointment

Date of Cessation Remarks

Mr. Kunjbihari Goyal First Director of our Company

April 15, 2009 Cessation due to death

Mrs. Anupama Goyal April 1, 2010 September 16, 2010 Cessation due to resignation Mr. Sudip Bandyopadhyay

September 16, 2010 - Appointed as Independent Director

Mr. S.P. Chaudhry September 16, 2010 - Appointed as Non Executive Director Mr. T. S. Bhattacharya September 16, 2010 - Appointed as Independent Director

Mr. Jayesh Parmar September 16, 2010 - Appointed as Independent Director

Sr. No. Name of the Director Designation Nature of Directorship

1 Mr. Sudip Bandyopadhyay Chairman Independent Director 2 Mr. Jayesh Parmar Member Independent Director

3 Mr. Ravi B. Goyal Member Managing Director


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� major accounting entries based on exercise of judgment by management; � qualifications in draft audit report; � significant adjustments arising out of audit; � the going concern assumption; � compliance with accounting standards; � any related party transactions as per Accounting Standard 18; � Compliance with stock exchange and legal requirements concerning financial statements (upon

listing of shares); � Reviewing with the management, external and internal auditors, and the adequacy of internal

control systems. � Reviewing the adequacy of internal audit function, including the audit charter, the structure of the

internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

� Discussion with internal auditors of any significant findings and follow-up thereon. � Reviewing the findings of any internal investigations by the internal auditors into the 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.

� Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

� 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 utilized 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 the matter.

Shareholders/ Investors’ Grievance Committee The Committee was constituted on September 16, 2010 to specifically look into the redressal of shareholder and investor complaints. Sr. No.

Name of the Director Designation Nature of Directorship

1) Mr. Jayesh Parmar Chairman Independent Director

2) Mr. S.P. Chaudhry Member Non Executive Director

3) Mr. Ravi B. Goyal Member Managing Director The Committee has been formed to look into redressal of shareholders’ / Investors’ complaints relating to transfer of shares, non receipt of Balance Sheet, non receipt of dividend or any other matters, as also to approve requests requiring issue of new share certificates. Remuneration Committee The Committee was constituted on September 16, 2010. The committee resolved to elect a chairman among themselves. Sr. No. Name of the Director Designation Nature of Directorship

1) Mr. Sudip Bandyopadhyay Chairman Independent Director

2) Mr. Jayesh Parmar Member Independent Director

3) Mr. S. P. Chaudhry Member Non Executive Director


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The terms of the Remuneration Committee are as follows:

(a) To review the Company’s remuneration policy on specific remuneration packages to executive directorsincluding pension rights and any compensation payment while striking balance with the interest of the Company and the shareholders.

(b) To approve the annual remuneration plan of the Company. IPO Committee Our Board constituted the Committee on September 16, 2010 for monitoring the utilization of funds to be raised through the Issue. The members of the committee are Mr. Ravi B. Goyal and Mr. Surendranath.


*The key managerial personnel are consultants and not permanent employees of our Company


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ORGANISATION CHART




132

Key Managerial Personnel The brief profile of the Key Managerial Personnel is given below:

Sr. No

Name of the Employee

Age (Yrs)

Qualification Date of Joining

Designation/ Responsibilities

Previous Employment

Remuneration p.a as on March 31, 2010 (in Rs.

Lacs)

1. Mr. Sunil R Udupa

47 BE April 1, 2006

President & CEO

Diebold 62.91

2. Mr. Srinivas Popuri

45 B.Tech - Electrical & Electronics

January 10, 2004

Chief Operating Officer

IdeaSpace 28.11

3. Mr. Surya Prakash Singh

39

Diploma In Instrumentation & Computer Technology

November 12, 2007

Vice President HCL 15.48

4. Mr.

Surendranath 58

Commerce Law and CAIIB-I

April 1, 2008

Chief Finance Officer

- 25.41

5. Mr. Stanley Johnson Panacherry

37 Masters in Computer Application

August 16, 2010

Executive Vice President

FIS -

6. Mr. V C Gupte

65 MSC in colour Physics

August 1, 1995

Consultant Milton Royal,

USA 9.36

7. Mr.

Bhupinder Rana

45 BE Electronics June 1, 2005

Consultant Unisys India 24.00

8. Mr. Satish Zope

47

B Com, Masters degree in Business

Management

June 1, 2004

Consultant/ On roll from

August 1, 2010 - 18.00

9. Mr. Amit Tandon

37

B A (Hons) English Literature, PGDAM

May 15, 2006

Consultant - 23.60

10. Ms. Rashmi Sarvaiya

27

Associate member of the Institute of Company Secretaries of India, Masters in Commerce.

September 16, 2010

Company Secretary

Nazara Technologies Private Limited

Reliance Industries Limited

M/S King Metal

Works

-

Mr. Sunil Udupa, President & CEO Mr. Sunil Udupa has vast experience in the field of ATMs and is well known in the fraternity setting up the first shared payment network system (Swadhan). Mr Sunil Udupa joined our Company as President and CEO in the year 2006 to provide his leadership and share his experience. He is a graduate from Pune University with B.E in Electrical Engineering and has also completed MS Information Engineering from the prestigious City University, London. He has over all 24 years of experience in the banking industry. Prior to joining our Company, he was working with Diebold.


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Mr Srinivas Popuri Mr Srinivas Popuri is engaged in managing sales and operations of the banking business vertical. He has hands-on experience in areas which include self-service systems, ATM- Channel management, pre-sales, sales and technical support. An engineering graduate in electrical and electronics, he has more than 22 years of experience in various aspects of the banking industry and is well versed with domestic and international markets. He worked with some of the reputed global companies in the banking IT sector which include Diebold, Modi Olivetti, CMS and Ideaspace. Mr. Surya Prakash Singh Mr. Surya Prakash Singh heads the Retail Business Division and has more than 19 years of work experience. Under his leadership, our Company moved from merely box selling to a ‘Solution provider’ company by introducing unique, innovative products within a very short span of time. He is an engineering graduate in Instrumentation and Computer Technology from Mumbai University. Prior to joining our Company, he has worked with HCL Infosystems Ltd as a Zonal Manager. Mr S. Surendranath Mr. S. Surendranath is our CFO with over 25 years of active experience in International business, banking and finance, treasury, foreign exchange dealing room and risk management. He is a graduate in Commerce Law and has also completed CAIIB-I and worked as a visiting faculty to reputed management institutes in Mumbai on International trade & finance, treasury operations and risk management, security and portfolio management for MBA courses. In the past, he has been a management consultant in International Business and Risk Management, associated with a group of companies including their overseas wholly owned subsidiaries and responsible for overall finance, forex and portfolio management. Mr Stanley Johnson Mr. Stanley Johnson is at the helm of managing the Managed Services business of banking vertical. He has more than 15 years of work experience both domestic and internationally in the electronic payments services industry. Mr. Johnson has exhaustive domain knowledge of payment products and a comprehensive understanding of the ATM, Prepaid & Debit Card businesses, electronic banking and technology in banking. In his previous role at FIS, he was the head of sales, operations and logistics in India. He was responsible for managing the operations organisation for the Electronic Fund Transfer (EFT), Logistics for ATM Outsourcing and Sales for ATM Outsourcing/Switching/Prepaid card Program/Debit card Program and overseeing all support requirements for the operations function Mr Johnson has a bachelorette in Science from University of Bombay and has also attained Masters in Computer Applications. Mr. Bhupinder Rana Mr. Bhupinder Rana joined our Company at the inception of the Petroleum Division focussing at providing automation solutions to Indian petroleum industry. Under his leadership, our Company has grown manifolds in the Petroleum Retail division. He is an engineering graduate in electronics, having over 20 years of experience in the Indian IT industry across projects with the Public Sector, Defence, Aerospace and Oil and Gas sectors. Prior to joining our Company he held the position of Regional Director Systems & Technology at Unisys India. Mr. Rana began his career with Tata Unisys (Tata Infotech). His association of 12 years with Unisys witnessed important contributions to the company businesses in India and SAARC countries.


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Mr Satish Zope Mr. Satish Zope has 21 years of experience in Retail and Supply Chain Management Technology. He heads the sales and marketing of Petroleum Supply Chain Management & Retail Automation Solutions division in our Company. Prior to joining our Copany, he was the head - business development of Mountain Technologies and Processbiz Technologies Inc. In his past roles he was responsible for managing a growing demand of data warehouse and CRM solution across Retail and Telecom industry and played a significant role in a number of leading innovative projects. He has been instrumental in bringing and introducing new technologies to Indian market. He is a commerce graduate from Rajasthan University and also has a Masters Degree in Business Management from University of Pune. Mr Amit Tandon Mr. Amit Tandon is a graduate in English literature from Delhi University and a PGDAM, from Delhi University. He has 15 years of experience in Sales & Marketing. He has worked in roles that include sales management, brand management and marketing communications. He started his career in advertising and gradually moved into sales and marketing with Reliance and then Shell. Prior to joining our Company, Mr. Amit Tandon handled premium brands at Kansai Nerolac Paints as Marketing Manager. Mr Tandon heads the marketing function at the group level in our Company where his result areas include building the corporate brand, product marketing and managing product categories. Mr. Amit Tandon’s professional body of work has been featured in business publications such as Business Standard, Financial express and Mint. Ms. Rashmi Sarvaiya Ms. Rashmi Sarvaiya is our in-house company secretary and has 4 years of experience in this field. She has a bachelors and masters degree in commerce from the University of Mumbai. She is also an associate member of the Institute of Company Secretaries of India. Prior to joining our Company she had worked as a company secretary in Nazara Technologies Private Limited, Reliance Industries Limited, M/s King Metal Works. Except for Mr. V.C. Gupte, Mr. Bhupinder Rana and Mr. Amit Tandon who are acting in the capacity of consultants and drawing consultancy/retainer fee, all the other key managerial personnel as mentioned above are permanent employees of our Company.

None of the above mentioned key managerial personnel are related to each other and neither are they related to our Promoter or Directors. None of the key managerial personnel are appointed pursuant to any arrangement or understanding with major shareholder, customer or supplier. Shareholding of Key Managerial Personnel None of the key managerial personnel hold any shares in our Company: Bonus or Profit Sharing plan for the Key Managerial Personnel

There is no Profit Sharing Plan for the Key Managerial Personnel. Our Company makes bonus payments based on their performances, which is as per their terms of appointment Changes in Key Managerial Personnel during last three years

S.No Name Date of joining Date of Change Reasons for change

1. Mr. Surya Prakash Singh 03.09.2007 - Appointment

2. Mr. Surendranath 01.02.2008 - Appointment

3. Stanley Johnson Panacherry 16.08.2010 - Appointment


135

S.No Name Date of joining Date of Change Reasons for change

4. Rashmi Sarvaiya 16.09.2010 - Appointment

Loans to Key Managerial Personnel The details of the loans given to key managerial personnels and the amount outstanding as on August 31, 2010 is as follows:

(Rs. in Lacs)

Name of the KMP

Loan amount

Date of loan advanced Outstanding amount

EMI amount

Purpose

Srinivas Popuri 8.40 June 10, 2005 (Rs. 5.00) April 18, 2007 (Rs. 1.20)

December 7, 2007 (Rs. 0.20) and March 25, 2008 (Rs. 2.00)

2.13

0.20 Personal work

Surya Prakash Singh

5.00 January 12, 2008 1.90 0.10 Personal work

Satish Zope 5.05 October 27, 2006 (Rs. 1.50) November 8, 2007 (Rs. 0.25)

June 19, 2008 (Rs. 1.00) January 6, 2009 (Rs. 2.00) June 20, 2009 (Rs. 0.30)

1.10 0.10 Personal work

The loans given to the key managerial personnel as stated above have been given at 0% interest. Payment or benefit to key managerial personnel and other employees of our Company The Key Managerial personnel and other employees of our Company are entitled to receive benefits under the employee provident fund scheme and the group mediclaim policy. They are also entitled to gratuity as per the statutory requirements. Further, they are also entitled to annual bonus, house rent allowance, medical allowance and leave travel allowance under our Company’s internal policies. 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 his employment in our Company or superannuation. In addition to the above, Mr. Sunil Udupa, one of our key managerial personnel, is interested in our Company towards rent for the premises situated at Flat No. C608, Brigade Millennium, Cassia Block, J.P. Nagar, Bangalore 560078 owned by him and used by our Company vide leave and license agreement dated January 1, 2010 for a monthly license fee of Rs. 26,500. Other than as disclosed in the section titled “Financial Statements” on page 143 of this Draft Red Herring Prospectus, none of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company. Employees Stock Option scheme Currently, our Company does not have any Employees Stock Option Scheme.


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PROMOTER AND PROMOTER GROUP

Mr. Ravi B. Goyal aged 47 years is the promoter and Managing Director of AGS Transact Technologies Ltd. For details, please refer to the section titled “Management” beginning on page 123 of this Draft Red Herring Prospectus.

Mr. Ravi B. Goyal Driving License Number 80/C/3824

Voter ID KNF1217546

The Permanent Account Number, Bank Account Number and Passport Number if any, of our Promoter will be submitted to BSE and NSE at the time of filing the Draft Red Herring Prospectus. Interest of Promoter and Common Pursuits Our Promoter is interested to the extent of their shareholding in our Company. Further, our Promoter Directors may be deemed to be interested to the extent of remuneration, reimbursement of expenses payable to them. Further, our Promoter is also a proprietor /director of certain Group Companies and they may be deemed to be interested to the extent of payments made by our Company, if any, to these Group Companies. For the payments that are made by our Company to certain Group Companies, please refer to the section titled “Related Party Transactions” starting on page 141 of this Draft Red Herring Prospectus. Except as stated in this DRHP, our Company has not entered into any contract, agreement or arrangement during the preceding two years from the date of this Draft Red Herring Prospectus in which our Promoter is directly or indirectly interested and payments have been made to them in respect of the contracts, agreements or arrangements which have been made with them other than in the normal course of business Further, except as disclosed in this section, our Promoter does not have any interest in any venture that is involved in any activities similar to those conducted by our Company. The Promoter Group consititues the following individuals and entities: o Mrs. Anupama Goyal o Mrs. Vimala Goyal o Mr. Kiran Goyal o Mrs. Nidhi Goyal o Ms. Neha Goyal o Goyal Electronic Industries o AGS Sundyne Technologies Private Limited o Fillon Technologies India Private Limited o Instrument Research Associates Private Limited o Advanced Graphic Systems o K. S. Goyal Charitable Trust


137

GROUP COMPANIES

• AGS SUNDYNE TECHNOLOGIES PRIVATE LIMITED (“AGS SUNDYNE”):

The AGS Sundyne was incorporated under the Act in the name of AGS Global Private Limited vide certificate of incorporation dated April 26, 2006 bearing registration number U72200MH2006PTC 161398 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of the company was subsequently changed to AGS Sundyne Technologies Private Limited vide fresh certificate of incorporation consequent to change of name dated June 19, 2007 issued by the Registrar of Companies, Maharashtra, Mumbai. The registered office of the company is situated at 601 Trade World, B Wing, Kamala Mills Compound, Senapati Bapat Road, Lower Parel, Mumbai 400 013. AGS Sundyne is engaged in the business of embedded systems & enterprise software solutions. They are also involved in software designing and purchase and sale of computer hardwares and softwares.

Shareholding Pattern of AGS Sundyne as on date of filing this DRHP is as under:

Sl.No. Name of the Share holder No. of equity shares of

Rs.10 each % of Share Holding

1. Mr. Ravi B. Goyal 5,000 50.00

2. Mr. Badrinarain Kunjbihari Goyal 5,000 50.00

Total 10,000 100.00 Board of Directors as on the date of filing this Draft Red Herring Prospectus

1. Mr. Ravi B. Goyal 2. Mr. Badrinarain Kunjbihari Goyal

Financial Highlights

(Rs. in Lacs, unless otherwise stated)


Total Income 132.52 161.96 81. 13

Profit/(Loss) after tax (58.69) (87.80) (17.85) Share Capital 1.00 1.00 1.00

Reserves and Surplus (excluding revaluation reserves) - Profit & Loss Account Debit Balance

(160.35) (105.90) (18.10)


Book Value per share (Rs.) NA NA NA

AGS Sundyne is not detained as a willful defaulter by the RBI or any other Government Authority and there are no violations of SEBI Regulations committed by it in the past or are pending against it.

• FILLON TECHNOLOGIES INDIA PVT LTD (“FILLON”):

Fillon was incorporated under the Act in the name of Fillon Technologies India Private Limited vide certificate of incorporation dated March 6, 2003 bearing registration number U7499MH2003PTC 139495 issued by the Registrar of Companies, Maharashtra, Mumbai. The registered office of the company is situated at 601-602 Trade Wnworld, B Wing, Kamala Mills Compound, Lower Parel, Mumbai 400 013. Fillon is a joint venture between Mr Ravi B Goyal and Fillon Investissment, a French company. Fillon provides a complete range of equipments for car body shops.


138

Shareholding Pattern of Fillon as on date of filing this Draft Red Herring Prospectus is as under:

Sl.No. Name of the Share holder No. of Shares of $ 0.01each

% of Share Holding

1. Fillon Investissment France 3,00,000 60

2. Mr. Ravi B. Goyal 2,00,000 40

TOTAL 5,00,000 100.00


1. Mr. Ravi B. Goyal 2. Mr. Badrinarain Kunjbihari Goyal 3. Mr. Daniel Fillon 4. Mr. Emmanuel Fillon 5. Mr. Charles Wilhelm

Financial Highlights:

(Rs. in Lacs unless otherwise stated)


Total Income 675.72 537.30 568.26 Profit/(Loss) after tax 66.50 15.91 84.88

Share Capital 50.00 50.00 50.00

Reserves and Surplus (excluding revaluation Reserves)

248.44 181.95 177.74

Earning Per Share (Rs.) 13.30 3.18 16.98

Book Value per share (Rs.) 59.69 46.22 45.34

Fillon is not detained as a willful defaulter by the RBI or any other Government Authority and there are no violations of SEBI Regulations committed by it in the past or are pending against it..

• INSTRUMENT RESEARCH ASSOCIATES PRIVATE LIMITED (“INSTRUMENT RESEARCH”):

Instrument Research was incorporated under the Act in the name of Instrument Research Associates Private Limited vide certificate of incorporation dated June 27, 1984 bearing registration number 6178 of 1984 issued by the Registrar of Companies, Karnataka, Bangalore. The registered office of the company is situated at A-201, KSSIIDC Complex, Electronic City, Hosur Road, Bangalore 560100. Instrument Research is an electronics engineering company, inventing instruments. Instrument Research develops and markets products such as nitrogen inflators, new age petroleum signage, displays, process instruments, etc.

Shareholding Pattern of Instrument Research as on date of filing this Draft Red Herring Prospectus is as under:

S. No.

Name of the shareholder Number of shares held (Rs. 10 each)


1. Mr. Ravi B. Goyal 74,982 99.98

2. Mr. Badrinarain Goyal 18 0.02 Total 75,000 100.00


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1. Mr. Ravi B. Goyal 2. Mr. Surendranath Samprati

Financial Highlights:

(Rs. In Lacs unless otherwise stated)


Total Income 445.21 460.55 665.83

Profit/(Loss) after tax (264.04) (88.30) (47.82)

Share Capital 75.00 75.00 75.00 Reserves and Surplus (excluding revaluation Reserves) -Profit & Loss Account Debit Balance

(180.15) 8.89 97.20


Book Value per share (Rs.) NA 111.86 229.60 Instrument Research is not detained as a willful defaulter by the RBI or any other Government Authority and there are no violations of SEBI Regulations committed by it in the past or are pending against it.

• ADVANCED GRAPHIC SYSTEMS (AGS)

AGS is a proprietary concern started by our Promoter in the year 1992. The proprietary concern is engaged in the business of providing colour solutions. The office of AGS is situated at 601-602 Trade World, B Wing, Kamala Mills Compound, Lower Parel, Mumbai 400 013.

(Rs. in Lacs) Fiscal 2010 Fiscal 2009 Fiscal 2008

Capital Account 338.15 1301.36 1226.65

Gross income 225.19 1684.53 130.21

Profit after tax 1339.14 165.11 143.03

• K.S. GOYAL CHARITABLE TRUST

K.S. Charitable Trust (“Trust”) was created by Mr. Kunjbihari Shriniwas Goyal (“Settlor”) vide trust deed dated January 15, 2003 (“Trust Deed”). The Settlor vide the Trust Deed had appointed himself, Mr. Badrinarain Goyal and Mr. Ravi B. Goyal as the trustees. The Trust was created for the purpose of (1) advancement of educaation, (2) towards medical aid, (3) relief and rehabilitation of widows and other women without support, orphans, the aged and poor, and (4) other charitable and public causes. The Office of the Director of Income Tax vide order dated February 5, 2009 granted exemption to the Trust u/s 80 –G of the Income Tax Act, 1961. The exemption is valid for the period beginning October 24, 2008 till March 31, 2011.

(Rs. in Lacs)


Trust Fund 118.01 58.01 28.01

Gross Total Income 3.87 2.46 1.24

None of the Group Companies mentioned above has made any capital issue in the last 3 years. No winding up petition has been filed against them. Except as disclosed above none of the Group Companies have a negative networth. The Group Companies are not Sick Industrial Companies within the meaning of SICA. Common Pursuits

Except as disclosed in this DRHP, our Promoter and Directors do not have any interest in any venture that is involved in any activities similar to those conducted by our Company or any member of our Group Companies. We shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as and when they may arise.


140

Defunct Promoter Group companies There are no defunct Promoter Group companies. Business interest between our Company and the Group Companies Except as disclosed in this Draft Red Herring Prospectus, none of the Group Compnies have any business interest in our Company. ]


141

RELATED PARTY TRANSACTIONS For details of the related party transactions, pleas refer to the section titled “Financial Statements- Related Party Transactions” beginning on page 141 of this Draft Red Herring Prospectus.


142

DIVIDEND POLICY The Board of Directors of our Company may, at its discretion, recommend dividend to be paid to the members of our Company. The factors that may be considered by our Board before making any recommendations for the dividend includes but not limited to profits/earnings during the financial year, liquidity of our Company, need for reserving resources for future growth, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time etc. Dividend will be declared and approved at the Annual General Meeting of the shareholders based on the recommendation of our Board. The Board may also from time to time pay interim dividend to the members if it considers justified by the profits generated by our Company.


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SECTION IV: FINANCIAL STATEMENTS UNCONSOLIDATED FINANCIAL STATEMENTS

AUDITORS’ REPORT The Board of Directors AGS Transact Technologies Ltd. Formerly known as AGS Infotech Pvt. Ltd.) 601-602, B-Wing, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400013. (1) We have examined the attached financial information of AGS Transact Technologies Ltd. (Formerly know as

AGS Infotech Pvt. Limited) (‘AGS’ or ‘the Company’), comprising summary statement of unconsolidated profits and losses, as restated, summary statement of unconsolidated assets and liabilities, as restated, and statement of unconsolidated cash flows, as restated and other financial information explained in paragraph 3(a), 3(b) & 3(c) below, as approved by the board of directors of the Company, prepared in terms of requirements of Paragraph B, Part II of Schedule II to the Companies Act, 1956 (‘the Act’), the Securities and Exchange Board of India (Issue of Capital and Disclosure requirements), Regulation, 2009 (‘SEBI ICDR’) and in terms of our engagement agreed upon with you in accordance with our engagement letter dated 15/09/2010 in connection with the proposed issue of equity shares of the Company in India.

(2) The above financial information have been extracted by the management from the unconsolidated financial

statements for the financial year ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010. The audit for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008 and 31 March 2009 was conducted by previous auditor, M/s. Parikh & Parikh, Chartered Accountants, and reliance has been placed on the financial statements audited by them. Accordingly, our examination of the restated financial information of the Company for the financial years ended i.e. 31 March 2006, 31 March 2007, 31 March 2008 and 31 March 2009 are based solely on financial statements audited by them. For financial year ended 31 March 2010 we have done the audit.

(3) In accordance with the requirements of Paragraph B of Part II of Schedule II to the Companies Act 1956, SEBI

ICDR and the Guidance Notes issued in this regard by the Institute of Chartered Accountants of India (‘ICAI’), as amended from time to time, we further report that:

(a) The summary statement of unconsolidated profit and loss of the Company, as restated, for the financial

year ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 as set out in Annexure I to this report are after making adjustments and regroupings, as in our opinion, were appropriate and more fully described in the notes appearing in Annexure IV-D to this report. As a result of these adjustments and regroupings, the amounts reported in the above-mentioned statement are not necessarily the same as those appearing in the financial statements for the relevant financial years.

(b) The summary statement of unconsolidated assets and liabilities of the Company, as restated, as at 31 March

2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 as set out in Annexure Annexure II to this report are after making adjustments and regroupings, as in our opinion, were appropriate and more fully described in the notes appearing in Annexure IV-D to this report. As a result of these adjustments and regroupings, the amounts reported in the above-mentioned statement are not necessarily the same as those appearing in the financial statements for the relevant financial year.

(c) The statement of unconsolidated cash flows of the Company, as restated, for the financial year ended 31

March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 as set out in Annexure III to this report are after making adjustments and regroupings, as in our opinion, were appropriate and more fully described in the notes appearing in Annexure IV-D to this report. As a result of these adjustments,


144

the amounts reported in the above-mentioned statement are not necessarily the same as those appearing in the financial statements for the relevant financial years.

(d) Based on above and also as per the reliance placed on the financial statements audited by the previous

auditors, M/s. Parikh & Parikh, Chartered Accountants for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008 and 31 March 2009 we are of the opinion that the restated financial information, prepared by the management of the Company and approved by its Board of Directors, has been made after incorporating the following:

i. the impact of correction of accounting policies / changes in accounting policies have been adjusted with

retrospective effect in the respective financial years to which they relate, to reflect the same accounting treatment as per changed / corrected accounting policy for all the reporting periods;

ii. material amounts relating to previous years have been adjusted in the restated financial information in

the respective financial years to which they relate; iii. there are no qualifications in the auditors’ report which require any adjustments. iv. there are no extraordinary items, which need to be disclosed separately in the restated financial

information in the respective financial years; and v. there are no revaluation reserves which need to be disclosed separately in the restated financial

information in the respective financial years.

(e) We have also examined the following other unconsolidated financial information set out in Annexures prepared by the management and approved by the Board of Directors relating to the Company for the financial year ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010. In respect of the financial years ended 31 March 2006, 31 March 2007, 31 March 2008 and 31 March 2009 these financial information have been included based upon the financial statements audited by previous auditor, M/s. Parikh & Parikh, Chartered Accountants and relied upon by us:

i. Statement of dividends paid by the Company, for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, as appearing in Annexure V to this report;

ii. Statement of unconsolidated secured and unsecured loans, as restated as at 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 and details of terms and conditions, including interest rates, principal terms of security and repayment terms of the loans outstanding as at 31 March 2010, as appearing in Annexure VI to this report;

iii. Statement of unconsolidated other income (for years where it exceeds 20 % of net profit before tax), as restated for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 as appearing in Annexure VII to this report;

iv. Statement of accounting ratios, for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, as appearing in Annexure VIII to this report;

v. Unconsolidated capitalisation statement, as restated as at 31 March 2010, as appearing in Annexure IX to this report;

vi. Statement of unconsolidated tax shelters, as restated for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, as appearing in Annexure X to this report;

vii. Statement of unconsolidated sundry debtors, as restated as at 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, as appearing in Annexure XI and to this report;

viii. Statement of unconsolidated loans and advances, as restated as at 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, as appearing in Annexure XII and to this report;

ix. Statement of unconsolidated investments, as restated as at 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010, as appearing in Annexure XIII to this report;


145

x. Statement of related party disclosures for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 as per Accounting Standard 18 on Related Parties prescribed by Companies (Accounting Standards) Rules, 2006, as appearing in Annexure XIV to this report; and

In our opinion, the above financial information of the Company read with significant accounting policies appearing in Annexure IV to this report, after making adjustments and regroupings as considered appropriate and as set out in Annexure IV to this report, has been prepared in accordance with Paragraph B, Part II of Schedule II to the Companies Act , 1956, SEBI ICDR and the Guidance Notes issued in this regard by the Institute of Chartered Accountants of India (‘ICAI’), as amended from time to time

(4) Our report is intended solely for the use of management and for inclusion in India in the Offer Document in connection with the proposed issue of equity shares of the Company and is not to be used, referred to or distributed for any other purpose without our written consent.

Place : Mumbai Date : September 17, 2010

For Shah & Co. Chartered Accountants FRN: 109430W Ashish Shah Partner M. No. 103750


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Annexure I – Statement of Unconsolidated Profit & Loss, as restated (Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Income

Sales -


9,964.82 9,486.75 7,184.24 4,592.88 2,639.87


16,894.43 16,698.70 11,286.22 9,374.10 1,815.45

Of products Services 885.27 416.78 341.23 91.49 9.99

Total Sales 27,744.52 26,602.23 18,811.69 14,058.47 4,465.31

Other Income 1,032.50 (1,290.91) 315.33 148.64 156.62


2,440.80 673.69 5.41 449.27 645.70

Total Income 31,217.82 25,985.01 19,132.43 14,656.38 5,267.63

Expenditure Raw materials consumed 7,250.92 7,015.24 5,669.75 3,703.82 2,122.36

Purchase of Product traded by the company

14,551.34 13,042.53 9,928.85 8,982.44 2,222.77

Staff costs 1,413.37 947.23 404.29 189.87 62.40 Manufacturing & direct expenses

1,444.61 965.86 442.45 195.37 109.51

Administration expenses 1,833.83 1,039.35 624.83 351.42 141.37


1,144.98 443.19 346.69 161.37 64.78

Total Expenditure 27,639.06 23,453.40 17,416.86 13,584.29 4,723.20


3,578.77 2,531.61 1,715.57 1,072.09 544.43

Interest & finance charges 686.52 447.40 162.52 148.04 31.97 Depreciation 108.18 43.04 35.34 26.83 14.53


2,784.06 2,041.17 1,517.71 897.22 497.93

Tax 752.79 420.20 198.17 123.48 52.02


2,031.28 1,620.97 1,319.54 773.74 445.91

Extraordinary items 0.00 0.00 0.00 0.00 0.00


2,031.28 1,620.97 1,319.54 773.74 445.91


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Annexure II – Statement of Balance Sheet , as restated (Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

Fixed Assets

Gross Block 1954.20 521.84 461.21 420.85 167.71

Less : Depreciation 247.37 139.18 96.15 60.81 33.98

Net Block 1706.83 382.66 365.06 360.04 133.73

Capital work in Progress 745.23 0.00 0.00 0.00 172.07

Total Fixed Assets 2452.06 382.66 365.06 360.04 305.80


Investment 0.03 0.03 0.00 0.00 0.00

Inventories 6563.06 4238.80 2928.94 2254.49 1183.79

Sundry Debtors 7440.65 8520.09 3828.98 3595.10 598.10

Cash and Bank Balances 12.06 42.93 399.21 84.32 (0.67)

Loans and Advances 3107.66 2099.09 1421.99 592.87 655.71

Other Current Assets 0.00 0.00 0.00 0.00 0.00

Total Current Assets, Loans & Advances

17123.46 14900.94 8579.12 6526.78 2436.93


Secured Loans 6957.20 4374.76 162.76 0.00 125.90

Unsecured Loans 148.75 264.98 45.61 597.39 446.74

Current Liabilities & Provisions

5335.69 5531.23 5246.94 4121.23 778.78

Deffered Tax Liability 0.00 12.50 10.21 9.54 6.88

Total Liabilities and Provisions

12441.64 10183.47 5465.52 4728.16 1358.30

Net Worth 7133.88 5100.13 3478.67 2158.65 1384.43

Represented by

Share Capital 500.00 500.00 500.00 500.00 500.00

Reserves & Surplus 6633.88 4600.13 2978.67 1658.65 884.43

Net Worth 7133.88 5100.13 3478.67 2158.65 1384.43


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Annexure III – Statement of Unconsolidated Cash Flow, as restated (Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Cash flow from operating activities

Net Profit (adjusted) After tax and after extraordinary items

2,031.28 1,620.97 1,319.54 773.74 445.91

Add:

Depreciation 108.18 43.04 35.34 26.83 14.53

Loss /(profit) on sale of assets 0.00 0.00 0.00 0.00 0.00

Unrealised Forex Gain (170.15) 0.00 0.00 0.00 0.00

Income Tax 752.79 420.20 198.17 123.48 52.02

Preliminary Expenses w/off 2.49 0.48 0.48 0.48 0.48

Interest & finance charges 686.52 447.40 162.52 148.04 31.97

Interest Income (38.66) (53.66) (25.25) (19.23) (6.72)

Sub total 1,341.16 857.46 371.26 279.60 92.28

Operating Profit before working capital changes

3,372.44 2,478.43 1,690.80 1,053.34 538.19

(Increase)/decrease in inventories (2,324.26) (1,309.86) (674.45) (1,070.70) (705.26)

(Increase)/decrease in Loans (1,002.02) (676.28) (825.96) 61.13 (610.16)

(Increase)/decrease in receivables 1,083.24 (4,691.11) (233.88) (2,997.00) (62.25)

Increase/(decrease) in payables (74.65) 149.52 1,115.27 3,283.18 473.44

Net increase/(decrease) in working capital

(2,317.70) (6,527.73) (619.02) (723.39) (904.23)

Cash from operating activities 1,054.74 (4,049.30) 1,071.78 329.95 (366.04)

Less : Extra ordinary item 0.00 0.00 0.00 0.00 0.00

Less : Income Tax paid (MAT/FBT) (869.57) (283.15) (187.06) (61.54) (43.55)

Net cash flow from operating activities (a)

185.16 (4,332.46) 884.72 268.41 (409.59)

Cash flow from investing activities

Purchase of fixed assets (2,177.59) (60.63) (40.36) (81.07) (109.72)

Interest Income 32.13 52.84 22.09 20.94 2.15

Investment in shares of subsidiary company

(0.03) 0.00 0.00 0.00

Net cash flow from investing activities (b)

(2,145.46) (7.82) (18.27) (60.13) (107.57)

Cash flow from financing activities

Proceeds from issue of share capital 0.00 0.00 0.00 0.00 400.00

Proceeds from borrowings 12,570.87 6,271.48 847.33 1,159.25 1,462.99


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Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Repayment of borrowings (9,769.05) (4,080.97) (1,399.10) (1,008.61) (1,450.49)

Share Issue Expenses 0.00 0.00 0.00 0.00 (2.81)

Interest Paid (686.52) (447.40) (162.52) (148.04) (31.97)

Increase/(decrease) in Short term borrowings ( Net )

(185.86) 2,240.86 162.76 (125.90) 125.90

Net cash flow from financing activities (c )

1,929.45 3,983.97 (551.57) (123.27) 503.62

Net increase/(decrease) in cash and cash equivalents (a+b+c)

(30.86) (356.31) 314.88 85.00 (13.54)

Cash and cash equivalents at the beginning of the year

42.92 399.21 84.32 (0.67) 12.87

Cash and cash equivalents at the end of the year

12.05 42.92 399.21 84.32 (0.67)


150

Annexure IV – Significant Accounting Policies and Notes to Unconsolidated Financials Statements, as restated Annexure IV A – Statement of Significant Accounting Policies Followed in the Compilation of Unconsolidated Accounts, as restated

1. Basis of preparation of financial statement.

a) Basis of Accounting:

The financial statements have been prepared and presented under the historical cost convention on accrual basis of accounting to comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.

b) Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements.

2. Fixed Assets & Depreciation

a) Fixed assets are carried at the cost of acquisition or construction, less accumulated depreciation. The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities), duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Interest on borrowed funds directly attributable to the qualifying assets up to the period such assets are put to use, is included in the cost.

b) Depreciation on all fixed assets is provided under Written Down Value Method. The rates of depreciation prescribed in schedule XIV to the Companies Act, 1956 are considered as the minimum rates. If the management’s estimate of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the management’s estimate of the useful life/remaining useful life. Pursuant to this policy, depreciation on following assets has been provided at rates which are higher than the corresponding rates prescribed in Schedule XIV.

Automatic Teller Machine with Customers : 14.28% SLM (7years)

Software with Customers : 14.28% SLM (7years)

Plant & Machinery : 15.33% WDV

c) Assets costing less than Rs. 5,000 are fully charged to the profit and loss account in the year of acquisition.

d) At Balance Sheet date, an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Company’s fixed assets. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

An assessment is also done at each Balance Sheet date whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. If any such indication exists the asset’s recoverable amount is estimated. The carrying amount of the fixed asset is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss is recognised in the Profit and Loss Account.

After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the asset is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), on WDV basis.

3. Revenue Recognition

a) Revenue is recognised only when it can be reliably measured & it is reasonable to expect ultimate collection. The amount recognised as sale is exclusive of VAT and is net of returns. Sales are stated gross of excise duty as well as net of excise duty; excise duty being the amount included in the amount of gross turnover.


151

b) Revenue from service is recognised on rendering of services to customers.

c) Dividend income is recognised when the right to receive payment is established.

d) Interest income is recognised on the time proportion basis.

4. Lease Accounting

a) Assets taken on operating lease:

Lease rentals on assets taken on operating lease are recognised as expense in the Profit and Loss Account on an accrual basis over the lease term.

b) Assets given on operating lease:

The Company has provided Automatic Teller Machines to Customers on an operating lease basis. Revenue from same are accounted on accrual basis in accordance with the respective lease agreements.

5. Inventory

a) Raw materials, work in progress, finished goods, stores, spares, traded items and consumables are carried at the lower of cost and net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. Damaged, unserviceable and inert stocks are suitably depreciated.

b) In determining cost of raw materials, traded items, stores, spares and consumables, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present location and condition.

c) Cost of finished goods and work-in-process includes the cost of raw materials, an appropriate share of fixed and variable production overheads, excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

6. Investments

Long term investments are carried at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments.

Profit and loss on sale of investments is determined on a first-in-first-out (FIFO) basis.

7. Transactions in Foreign Exchange

a) Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the Profit and Loss Account of the year.

b) Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the year end are translated at the closing exchange rate and the resultant exchange differences are recognised in the Profit and Loss Account.

c) The premium or discount on forward exchange contracts is recognized over the period of the contracts in the Profit and Loss Account.

8. Sundry Debtors

Sundry debtors are stated after writing off debts considered as bad. Adequate provision is made for debts considered doubtful.

9. Employee Benefits

A. Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognised in the period in which the employee renders the related service. The Company recognises the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.

B. Post-Employment Benefits.


152

Company’s contribution to Recognised Provident fund is charged to Profit & Loss A/c.

Provision for Gratuity is recognised at the present value of the amount payable based on Actuarial valuation carried out using the Projected Unit Credit Method at the end of the financial year & is charged to company’s Profit & Loss A/c. The defined benefit obligation recognised in the balance sheet represent the present value of the defined obligation as adjusted for unrecognised actuarial gains and losses and unrecognised past service cost, and as reduced by the fair value of plan assets, if applicable.

Provision for Leave Encashment is made based on Actuarial Valuation carried out using the Projected Accrued Benefit Method which is same as the Projected Unit Credit Method in respect of past services on unutilized Leave due to employees at the end of the financial year.

10. Provision for Taxation

Tax expense comprises of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Act, 1961) & deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period).

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 by 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 carry forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each Balance Sheet date to reassess realisation.

11. Provisions and Contingencies

The Company creates a provision when there exists 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 there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.

12. Earnings Per Share

The Basic and Diluted Earnings Per Share (“EPS”) is computed by dividing the net profit after tax for the year by weighted average number of equity shares outstanding during the year.

13. Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit and Loss account.

14. Proposed Dividend

Dividend recommended by the Board of directors If any is provided for in the accounts, pending approval at the Annual General Meeting.

Annexure IV – B – Notes to Accounts

(Rs in Lacs)

Note Particulars Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

1

Estimated amount of contracts remaining to be executed on capital account and not provided for.

0.00 0.00 0.00 0.00 0.00

2

Bank guarantees issued by bankers and outstanding as on 31st March, 2010

4,390.37 903.28 1,365.43 2.50 2.50


153


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

3

Letters of Credit issued by bankers and outstanding as on 31st March, 2010.

512.56 3,456.00 1,402.17 0.00 0.00

Note 4 – Auditors’ remuneration

(Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Statutory audit fees 5.00 0.75 0.75 0.75 0.12

Tax audit fees 0.00 0.50 0.50 0.50 0.10

Certification fees and other services 0.00 2.65 3.83 0.84 0.72 Note 5 – Contingent Liabilities

(Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006


Tax Matters in dispute under appeal

19.75 19.75 19.75 - -

Others 1,330.88 1,330.88 -

- -

Note 6 – Production

Items Unit Location Fiscal Years

2010 2009 2008 2007 2006

BT-Tintmaster Nos Daman 3,113 2,275 2,463 1,610 1,361

Blendorama Manual Dispenser

Nos Daman 774 835 928 1,005 990

ATM Nos Daman 1,409 - - - -

Beetle Isprint Nos Daman 3,005 2,419 1,660 2,160 -


154

Note 7 – Stocks & Turnover

Items Unit

Opening Stock

Qty. Value (Rs in Lacs)





Fiscal Year 2010 Fiscal Year 2009 Fiscal Year 2008 Fiscal Year 2007 Fiscal Year 2006

ATM Nos 471 1,466.74 194 689.08 311 889.53 189 697.64 74 205.37

UPS Nos 385 20.74 687 35.42 102 4.98 287 14.68 246 11.15

POS Nos - - - - - - - - - -

Others 520.97 - 610.27 - 434.85 - 167.77 - 51.56

Total 2,008.45 1,334.77 1,329.36 880.09 268.09

Items Unit

Closing Stock







ATM Nos 585 1,450.88 471 1,466.74 194 689.08 311 889.53 189 697.64

UPS Nos 119 3.06 385 20.74 687 35.42 102 4.98 287 14.68

POS Nos - - - - - - - - -

-

Others 2,995.32 - 520.97 - 610.27 - 434.85 - 167.77

Total 4,449.25 2,008.45 1,334.77 1,329.36 880.09

Items Unit

Turnover







ATM Nos 5,439 16,647.77 2,883 12,587.70 2,833 12,518.12 1,543 6,203.82 309 1,521.65

UPS Nos 2,800 197.26 2,337 142.67 2,460 178.21 1,610 112.10 1,559 116.05

POS Nos - - 2,419 2,304.30 1,660 758.44 2,160 907.20 - -

Others 10,014.23 - 11,150.77 - 5,015.70 - 6,743.86 2,817.62

Total 26,859.25 26,185.45 18,470.46 13,966.98 4,455.31


155

Note 8 – Raw Material Consumed

Items Unit







Equipment Body for BT-Tintmaster

Nos 3,151 575.06 2,303 495.15 2,463 605.63 1,611 396.13 1,377 344.25

PCB (P.U.Serial) for BT-Tintmaster

Nos 3,245 561.39 2,772 668.77 2,447 415.33 1,611 384.77 1,378 398.15

BT Canisters (B16 Pump - BK)

Nos 47,212 800.72 34,383 557.69 34,154 551.59 23,476 379.14 20,011 428.24

MCD Canisters (22PD Canister)

Nos 9,894 259.82 13,326 300.37 14,104 395.34 14,392 403.41 14,158 410.58

Stepper Motor for BT

Nos 3,137 195.69 2,772 193.71 2,447 149.27 1,611 126.46 1,378 131.60

Spindle & Nut for BT

Nos 3,120 142.77 2,772 141.37 2,447 111.34 1,611 94.87 1,378 117.96

15" LCD with R-Touch Monitor/MSR

Nos 2,982 388.08 3,063 390.18 4,948 692.16 1,940 332.13 -

-

Beetle iSprint P4 2.8ghz

Nos 3,005 475.57 2,417 345.37 3,729 575.79 2,140 480.24 -

-

Others -

3851.84 -

3,922.64 -

2173.32 -

1,106.67 -

291.60

Total Raw Material consumed

7,250.92

7,015.24

5,669.76

3,703.82

2,122.37

Purchase of Product Trade by the co.

14,551.34 13,042.53 9,928.85 8,982.44 2,122.37

TOTAL 21,802.26 20,057.77 15,598.60 12,686.26 4,345.13

Note 9 – CIF Value of Direct Imports (Rs in Lacs) Sr No. Particulars

Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

A Raw Materials 10,148.44 16,201.44 13,714.34 11,548.86 3,540.14

B Stores & Spares 4.76 - - - -

C Capital Goods 158.49 - - - -


156

Note 10 – Value of imported & indigenous raw materials & Spares Consumed & Percentage of each to total consumption

Particulars


Value (Rs in Lacs)

% to Total

Value (Rs in Lacs)

% to Total

Value (Rs in Lacs)

% to Total

Value (Rs in Lacs)

% to Total

Value (Rs in Lacs)

% to Total

Raw Materials

Direct imports

9,344.56 42.86% 13,669.70 68.15% 13,048.12 83.65% 10,948.95 86.31% 3,483.91 80.18%

Others 12,452.94 57.12% 6,388.07 31.85% 2,550.48 16.35% 1,737.31 13.69% 861.23 19.82%

Stores & Spares

Direct imports

4.76 0.02% - 0.00% - 0.00% - 0.00% - 0.00%

Others - 0.00% - 0.00% - 0.00% - 0.00% - 0.00%

Total 21,802.26 100.00% 20,057.77 100.00% 15,598.60 100% 12,686.26 100.00% 4,345.13 100.00%

Note 11 – Expenditure in Foreign Currency

(Rs in Lacs)

Sr No.


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

A Traveling Expenses 23.62 39.93 53.42 31.21 28.64

B Royalty 374.84 302.29 - - -

C Interest on Borrowings 30.47 - - - -

D Foreign Bank charges 0.58 - - - -

E Legal & Professional Fees 0.74 - - - -

F Exhibition Expenses 18.03 - - - -

G Training Expenses - - 0.40 - -

Total 448.28 342.22 53.82 31.21 28.64


(Rs in Lacs)

Sr No.


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

A Export of own products at FOB value 130.51 91.66 123.60 168.11 143.60

B Warranty Reimbursement 84.67 - - - -

C Reimbursement of Expenses 7.30 - - - -

Total 222.47 91.66 123.60 168.11 143.60


157

Note 13 – Interest Expenses (Rs in Lacs)

Sr No.


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

A On Bank Borrowings 407.67 217.17 21.93 29.12 0.01

B Sales Tax Interest 35.24 17.15 11.26 59.58 0.14

C Interest on TDS 12.25 - - - -

D Interest on Loan 1.16 - - - -

Total 456.31 234.33 33.19 88.70 0.15

Note 14 – Interest income includes interest recd of Rs.26285 on account of completion/disposal of various assessments/appeal during the year 2009-10. (Previous year's Rs. Nil) Note 15 – The company is in the process of obtaining details from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with the interest paid / payable as required under the said Act is not possible. Note 16 - Pursuant to the Accounting Standard (AS 29) - Provisions, Contingent Liablities and Contingent Assets the disclosure relating to provisions made in the accounts for the year ended 31st March, 2010 is as follows :

(Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Opening Balance 11.00 9.50 5.25 1.01 -

Additions 22.50 11.00 9.50 5.25 1.01

Utilisations - - - - -

Reversal 11.00 9.50 5.25 1.01 -

Closing Balance 22.50 11.00 9.50 5.25 1.01

Note: Warranty Provision is made towards Machines sold to customers for warranty period given by the company.


158

Note 17 – The Company has recognised deffered tax arising on account of timing differences, being the difference between the taxable income and accounting income tax, that originates in one period and is capable of reversal in one or more subsequent period(s) in compliance with Accounting standard (AS 22) - Accounting for taxes on income. The major components of deferred tax assets/(Liabilities) arising on account of timing differences as at 31st March 2010 are as follows.

(Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Deferred Tax Assets

Expenses allowed for tax purpose on payment basis

47.33 - - - -

Provision for expenses disallowed 7.65 - - - -

Total of Deferred Tax Assets 54.98 - - - -

Deferred tax Liabilites

Difference between WDV of assets as per books of accounts and income tax act 1961

(31.15) (2.29) (0.67) (2.66) (1.13)

Total of Deferred Tax Liabilites (31.15) (2.29) (0.67) (2.66) (1.13)

Net Deferred Tax Asset/(Liabilites) for the year 23.83 - - - -

Add : Opening Balances (12.50) (10.21) (9.54) (6.88) (5.76)

11.33 (12.50) (10.21) (9.54) (6.88)

Less : Not accounted during the year 11.33 - - - -

Closing Balance - (12.50) (10.21) (9.54) (6.88)

Net Deferred Tax Assets arising Rs.11,33,433 is not accounted in the current year and Deferred Tax Liability of Rs. 12,49,639 is reversed in the current year. Note 18 – Employee Benefits

1. Short term employee benefits: The liability towards short term employee benefits for the fiscal year ended March 31, 2010 has been recognised in the Profit and Loss Account.

2. Post -employment benefits: The following disclosures are made in accordance with AS 15 (Revised) pertaining to defined Benefits Plans:

(Rs in Lacs)

Particulars Gratuity (Unfunded Plan)

Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Amount recognised in Balance Sheet

Present value of funded obligations

- - - - -

Fair Value of plan assets - - - - -

Present value of unfunded obligations

60.39 43.36 18.81 9.80 5.15

unrecognized past service cost - - - - -

Amount not recognised as asset (Limit in para 59(b) of AS15 )

- - - - -


159


Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Net Liability / ( Asset ) 60.39 43.36 18.81 9.80 5.15

Amount in Balance Sheet

Liability 60.39 43.36 18.81 9.80 5.15

Assets - - - - -

Net Liability / ( Asset ) 60.39 43.36 18.81 9.80 5.15

Expenses Recognised in the Profit & Loss Account

Opening defined benefit obligation less paid

- - - - -

current service cost 17.78 8.34 3.75 1.61 -

Interest on defined benefit obligation

4.23 2.16 1.06 0.50 -

Expected return on plan assets - - - - -

Net actuarial losses/(gains) recogized in the year

(4.97) 14.05 4.20 2.54 -

Past Service Lost - - - - -

Effect of the Limite In Para 59 (b) Of AS 15

(Revised) Losses / (Gains) On "Curtaiments And Settlement"

Total, include in "Employee Benefits Expenses"

17.04 24.55 9.01 4.65 -

Actual return on Plan Assets - - - - -

Reconsilliation of benefit obligations And Plan assets

for the Period

Change in Defined benefit obligation

Opening defined benefit obligation

43.36 18.81 9.80 5.15 -

Current service Cost 17.78 8.34 3.75 1.61 -

Interest Cost 4.23 2.16 1.06 0.50 -

Actual losses / ( gain) (4.97) 14.05 4.20 2.54 -

Liabilities extinguished on Curtaiment

- - - - -

Exchange difference on foreign plans

- - - - -

Benefits paid - - - - 5.15

Closing defined benefits obligation

60.39 43.36 18.81 9.80 5.15

Charges in fair value of assets

Opening fair value of plan assets - - - - -

Expexted return on plan assets - - - - -

Actuarial gain/(losses) - - - - -

Assets distributed on settements - - - - -

Contribution by employer - - - - -

Assets acquired due to acquisition - - - - -


160


Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Exchange difference on foreign plans

- - - - -

Benefits paid - - - - -

Closing fair value of plan assets - - - - -

Assets Information

Category of assets

Government of India Securities 0.00% 0.00% 0.00% 0.00% 0.00%

Corporate Bonds 0.00% 0.00% 0.00% 0.00% 0.00%

Special Deposits Scheme 0.00% 0.00% 0.00% 0.00% 0.00%

Equity Shares of Listed Companies

0.00% 0.00% 0.00% 0.00% 0.00%

Property 0.00% 0.00% 0.00% 0.00% 0.00%

Insurer Managed Fund 0.00% 0.00% 0.00% 0.00% 0.00%

Others 0.00% 0.00% 0.00% 0.00% 0.00%

Grand Total 0.00% 0.00% 0.00% 0.00% 0.00%

Summary of actuarial assumption

Discount rate ( p.a. ) 8.40% 7.00% 8.10% 7.95% 7.50%

Expected rate of return of assets ( p.a. )

0.00% 0.00% 0.00% 0.00% 0.00%

The Liability towards compensated absences (Leave Encashment) based on actuarial valuation, carried out using the projected accrual benefit method is recognized in the Profit and Loss account as under:

(Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Compensated absences (Leave Encashment)

31.62 32.26 11.47 3.50


161

Note 19 – Earnings per Share


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Basic and diluted earnings per share (face value-Rs10 per share) (Rs)

40.63 32.42 26.39 15.47 44.11

Profit after tax (Rs in Lacs) 2,031.28 1,620.97 1,319.54 773.74 445.91

Weighted average number of equity shares outstanding

5,000,000 5,000,000 5,000,000 5,000,000 1,010,959


162

Note 20 – Information on Related party transactions as required by Accounting Standard (AS 18) for the fiscal year ended March 31, 2010

(Rs in Lacs)

Name of party Nature of transaction

Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Advanced Graphic Systems

Sales 70.51 70.97 215.63 6.68 2.80

Purchase - - - - 2.25

Professional Chg (Revenue)

290.53 - - - -

Loan - - - - -

AGS Sundyne Technologies Pvt.

Ltd.

Sales 1.27 - 15.30 - -

Purchase 69.18 14.01 25.19 - -

Professional Chg (Expense)

- 11.73 1.96 - -

Loan - - - - -

Fillon Technologies India

Pvt. Ltd

Sales - - - - -

Purchase - - - 0.20 -

Professional Chg - - - - -

Loan Taken 52.01 - - - -

Loan Repaid 52.01 - - - -

India Transct Services Pvt. Ltd.

Sales 6.23 27.04 68.64 - -

Purchase - - - - -


Loan Taken - 11.24 6.99 - -

Loan Repaid 16.65 - 1.58 - -

Instrument Research

Associates Pvt. Ltd

Sales 2.00 - - - -

Purchase 52.68 12.02 - - -

Purchase- F.A - 2.14 - - -


0.08 - - - -

Loan Given 30.11 - - - -

Ravi B Goyal

Loan Taken 208.36 104.51 84.03 115.93 146.30

Loan Repaid 290.93 853.94 1,397.52 1,008.61 1,450.49

Deposit Given 275.00 350.00 - - -

Vimala B Goyal Loan Taken - 24.00 - - -

Loan Repaid 10.00 14.00 - - -

Goyal Electronic Industries

Loan Taken - 7.00 - - -


Interest on Loan 1.15 - - - -

Kiran B Goyal Professional Chg (Expense)

4.00 - - - -

AGS Infotech Singapore Pte Ltd

Investment - 0.03 - - -

K.S.Goyal Charitable Trust

Donation 50.00 20.00 - - -


163

Note 21 – Pursuant to Accounting Standard (AS 19) – Leases, the following information is given:

a) The Company has provided A.T.M to its dealers on an operating lease basis. The lease period is for three

years and Lease rentals are payable monthly by the dealers.

b) Future minimum lease rentals receivable as at 31st March, 2010 as per the lease agreements: (Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Not later than one year 57.02 - - - - Later than one year and not later than five years

86.66 - - - -

Later than five years - - - - -

Total 143.69 - - - -

The information pertaining to future minimum lease rentals receivable is based on the lease agreements entered into between the Company and the dealers and variation made thereto. Lease rentals are reviewed periodically taking into account prevailing market conditions.

c) Total amount of contingent rents recognised as income - Nil.

d) The initial direct cost relating to acquisition of ATM is capitalised.

e) The information on gross amount of leased assets, depreciation and impairment is given in Schedule ‘D’ to

the Balance Sheet. Note 22 – Borrowing Cost Capitalise Pursuant to Accounting Standard (AS - 16) Borrowing Cost, an amount of borrowing cost of Rs.47,85,289 attributable the acquisition & construction of qualifying assets are capitalised during FY 2009-10.(Previous years NIL ) Note 23 – Previous year's figures have been regrouped, wherever necessary Annexure- IV – C – Major Changes in Accounting Policies Fiscal Year 2010

1. The Company has adopted Accounting Standard 15 (AS 15) on Employee Benefits. accordingly,



2. Pursuant to the Accounting Standard (AS 29) – Provisions, Contingent Liabilities and Contingent Assets, The company has made provision for warranty towards machines sold to customers for warranty period given by the company.


164

Annexure- IV – D – Notes on Adjustments for Restated Financial Statements

The Company has adopted Accounting Standard 15 (AS 15) on Employee Benefits first time during the Fiscal Year 2010 and Total Provision for Gratuity of Rs. 60.39 Lacs is made. Amount of Rs. 43.36 Lacs is treated as prior period item being pertaining to earlier years. Same has been restated in Restated Unconsolidated Financial Statement.

The Company has adopted Accounting Standard 15 (AS 15) on Employee Benefits first time during the Fiscal Year 2010 and Total Provision for Leave Encashment of Rs. 78.85 Lacs is made. Amount of Rs. 47.24 Lacs is treated as prior period item being pertaining to earlier years. Same has been restated in Restated Unconsolidated Financial Statement.

During the Fiscal Year 2009, The Company has not availed MAT credit allowable u/s 115JB of the Income Tax Act 1961. A revised return for claiming same has filed during the year and an amount of Rs. 138.28 is reversed from Tax provision for the year 2009-10. Same has been restated in Restated Unconsolidated Financial Statement.

Pursuant to the Accounting Standard (AS 29) – Provisions, Contingent Liabilites and Contingent Assets, during the Fiscal Year 2010, The company has made provision for warranty of Rs.22.50 Lacs towards machines sold to customers for warranty period given by the company. Amount of Rs. 11.00 Lacs is pertaining to earlier years. Same has been restated in Restated Unconsolidated Financial Statement.

During the Fiscal Year 2010, The Company has made an Investment of SGD 100 to it’s fully Subsidiary Company AGS Infotech Singapore Pte Ltd. This Investment was not shown in the Balance sheet for that year. Same is stated in Fiscal Year 2010 at INR at Rs.3,317. This Amount has been restated in Restated Unconsolidated Financial Statement.

Impact on account of above adjustment are enumerated below –

(Rs in Lacs)

Nature of Transaction Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Impact in Profit & Loss Account

Net Profit & Loss Account as per audited accounts

2,067.95 1,541.01 1,344.26 786.14 452.07

MAT credit (Prov for Tax) (138.28) 138.28 -

-

-

Provision for Gratuity as per Acturial Valuation

43.36 (24.55) (9.01) (4.65) (5.15)

Provision for Leave Encashment as per Acturial Valuation

47.24 (32.26) (11.47) (3.50) -

Provision for Warranty 11.00 (1.50) (4.25) (4.25) (1.01)

Net Profit & Loss Account as per Restated accounts

2,031.26 1,620.98 1,319.53 773.75 445.91

Impact in Balance Sheet

Purchase of Investment - 0.03 -

-

-

Provision for Payable against Investment

- 0.03 -

-

-


165

Annexure V – Statement of Dividends paid


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Equity Share Capital (Face Value Rs.10 ) (Rs in Lacs)

500.00 500.00 500.00 500.00 500.00

Rate of Dividend Nil Nil Nil Nil Nil

Amount of Dividend Nil Nil Nil Nil Nil

Corporate Dividend Tax Nil Nil Nil Nil Nil


166

Annexure VI – Statement of Unconsolidated Secured and Unsecured Loans, as restated

Unconsolidated Secured Loans

(Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

Buyers Credit Accounts :

Citi Bank 425.24 322.97 - - -

HDFC Bank 529.51 0.00 - - -

HSBC Bank 579.38 1,024.03 - - -

Standard Chartered Bank 1,416.27 324.14 - - -

Yes Bank 322.73 - - - -

Working Capital: HSBC Bank Working Capital Demand Loan

300.08 300.00 - - -

HSBC Bank Vender Finance 716.22 - - - - Standard Chartered Bank Working Capital Demand Loan

450.00 - - - -

From Bank on Cash Credit Account

HDFC Bank 531.69 227.61 - - -

HDFC Bank - 0.99 - - -

Yes Bank 747.21 394.97 - - -

Citi Bank 898.34 1,224.10 - - 125.90

Standard Chartered Bank 40.53 555.95 162.76 - -

Total 6,957.20 4,374.76 162.76 - 125.90


167

Terms and conditions of secured loans outstanding as on March 31, 2010:

(Rs in Lacs)

Particulars

Name of Lender & Nature of Loan

Amount Sanctioned

Rate of Interest

Repayment

Schedule

Nature of security

Amount outstanding as on March 31, 2010

Citi Bank

Buyers Credit / Working Capital / Cash Credit / Letter of Credit & Bank Guarantee

2,500 As Per Note

On Maturity

Personal Guarantee of Directors, propriety, Fixed Asset, Current Asset / Stock & Books Debts

1,323.58

HDFC Bank 1,400 As Per Note

On Maturity

1,061.20

HSBC Bank 3,300 As Per Note

On Maturity

1,595.68

Standard Chartered Bank

3,500 As Per Note

On Maturity

1,906.80

Yes Bank 2,500 As Per Note

On Maturity

1,069.94

Note – Interest is Linked to Libor on Buyer credit in Foreign Currency and Varies between 2% To 7% depending on the day to day fluctuation & Arranging fees,on rupee Cash Credit & WCDL the Same varies Between 9.50% To 14%

Unconsolidated Unsecured Loans, as restated

(Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

From promoters, directors and relatives

148.75 241.33 45.61 597.39 446.74

From group companies - 23.65 - - -

From subsidiaries - - - - -

From material associate companies - - - - -

From others - - - - -

Total 148.75 264.98 45.61 597.39 446.74

Terms and conditions of unsecured loans outstanding as on March 31, 2010:

(Rs in Lacs)

S. No Name of Lender & Nature of Loan

Amount Sanctioned

Rate of Interest

Repayment Schedule


1 Mr. Ravi B. Goyal NA NA NA 148.75


168

Annexure VII – Statement of Unconsolidated Other Income, as restated


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Nature of Income

Nature of Income

Interest Income 38.66 53.66 25.25 19.23 6.72 Recurring Other than normal business activity

Insurance Claim

77.62 0.00 0.00 0.00 147.75 Non recurring

Other than normal business activity

DEPB Discount 31.04 48.28 0.00 0.00 0.01 Recurring Arising out of business activity

Sad Refund 101.93 23.28 0.00 0.00 0.00 Non recurring

Arising out of business activity

Warranty Reimbursement

167.46 Recurring Arising out of business activity

Forex Exchange Gain

590.18 (1420.94) 290.08 77.75 2.14 Recurring Arising out of business activity

Sundry Balance write Back

20.84 4.81 Non recurring

Other than normal business activity

Others 4.76 0.00 0.00 51.66 0.00 Non recurring

Arising out of business activity

Total 1032.50 (1290.91) 315.33 148.64 156.62


169

Annexure VIII – Statement of Accounting Ratios of Unconsolidated Financial Statements


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Earnings Per Share:

Basic (Rs) 40.63 32.42 26.39 15.47 44.11

Diluted (Rs) 40.63 32.42 26.39 15.47 44.11

Return on Net Worth (%) 28.47 31.78 37.93 35.84 32.21

Net Asset Value Per Share (Rs)

142.68 102.00 69.57 43.17 27.69

Note:

Earnings per share Net profit attributable to equity shareholders

(Basic) Weighted average number of equity shares outstanding during the year


(Basic) Weighted average number of equity shares including dilutive equity equivalent shares outstanding during the year

Net profit after adjusted tax x 100

Return on net worth Net worth as at the end of the year

Net asset value per equity share

Net worth as at the end of the year

Number of equity shares outstanding at the end of the year


170

Annexure IX – Unconsolidated Capitalisation Statement as at March 31, 2010, as restated

(Rs in Lacs)

Particulars Pre-issue as at March 31, 2010 Post-issue

Borrowings:

Short term debt 7,105.95 [•]

Long term debt 0.00 [•]

Total Borrowings 7,105.95 [•]

Shareholders funds:

Share Capital 500.00 [•]

Reserves 6,633.88 [•]

Total Shareholders funds 7,133.88 [•]

Long term debt/equity NA


171

Annexure X – Statement of tax shelters (unconsolidated), as restated

(Rs in Lacs)


Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006

Book Profit / ( Loss ) - Before Tax

2784.06 2041.17 1517.71 897.22 497.93

Tax at notional rate 946.30 693.79 515.87 302.00 167.60

Adjustments:

Claimed u/s. 80 IB (722.23) (522.45) (1300.03) (732.83) (393.02)

Export profits 0.00 0.00 0.00 0.00 0.00

Difference between tax depreciation and book depreciation

(55.76) (6.72) (1.97) (7.90) (3.34)

Other adjustments 116.14 68.31 13.73 23.40 6.16

Net adjustments (661.85) (460.86) (1288.27) (717.34) (390.20)

Taxable Profit - as per IT 2122.21 1580.31 229.44 179.88 107.73

Tax saving thereon (224.96) (156.65) (437.88) (241.45) (131.34)

Total Taxation 721.34 537.15 77.99 60.55 36.26

Taxation on extraordinary items 0.00 0.00 0.00 0.00 0.00

Tax on profits before extraordinary items

721.34 537.15 77.99 60.55 36.26

Note – For the fiscal years 2006, 2007 and 2008 the Company has paid tax of Rs 42.42 Lacs, Rs 102.06 lacs and Rs 174.76 Lacs respectively as per provision of MAT U/s.115 JB of the Income Tax Act, 1961 ('the Act"). As per section 115 JAA of the Act, company is entitled to take Mat in next 7 assessment years, and accordingly there is no impact of MAT provision on the profit of the captioned financial year in above statement.


172

Annexure XI - Statement of Unconsolidated Sundry Debtors, as restated

(Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

Debts outstanding for a period exceeding six months:

- Considered good 686.33 1,052.05 928.70 1,042.00 3.02

- Considered doubtful - - - - -

Others debts

- Considered good 6,754.32 7,468.04 2,900.28 2,553.10 595.08

- Considered doubtful - - - - -

Sub Total 7,440.65 8,520.09 3,828.98 3,595.10 598.10

Less: provision for doubtful debts

- - - - -

Total 7,440.65 8,520.09 3,828.98 3,595.10 598.10

Details of debts outstanding from promoters, directors and their relatives, group companies, subsidiaries and material associates:

(Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

Advanced Graphic Systems 143.12 87.89 18.49 4.88 - AGS Sundyne Technologies Pvt. Ltd.

- 40.84 15.30 - -

India Transact Services Pvt. Ltd. 100.50 95.68 68.64 - -

Instrument Research Associates Pvt. Ltd

30.11 - - - -

Total 273.73 224.41 102.43 4.88 -


173

Annexure XII – Statement of Unconsolidated Loans and Advances, as restated

(Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

Staff Loan 60.37 43.29 34.57 6.97 19.60 Deposits 1,714.18 1,214.75 1,181.01 403.52 629.69

Excise Duty & Service Tax 1,309.60 836.49 204.38 180.03 3.42

Others / Prepaid Expenses 23.51 4.56 2.03 2.35 3.00

Total 3,107.66 2,099.09 1,421.99 592.87 655.71

Details of loans and advances to promoters, directors and their relatives, group companies, subsidiaries and material associates:

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

NIL NIL NIL NIL NIL


174

Annexure XIII – Statement of Unconsolidated Investments, as restated

(Rs in Lacs)

Particulars As at

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

March 31, 2006

AGS Infotech Singapore Pte. Ltd 0.03 0.03 - - - Total 0.03 0.03 - - -


175

Annexure XIV – Statement of related party disclosures, as restated

1. Name of related party and nature of relationship

S. No Name of party Nature of relationship

1 Advanced Graphic Systems Prop : Ravi B.Goyal 2 AGS Sundyne Technologies Pvt. Ltd. Group Company 3 India Transact Services Pvt. Ltd. Group Company 4 Fillon Technologies India Pvt. Ltd Group Company 5 AGS Infotech Singapore Pte Ltd Group Company ( Subsidiary) 6 Instrument Research Associates Pvt. Ltd Group Company 7 Goyal Electronic Industries Prop : Badrinarain K. Goyal 8 Ravi B. Goyal Director

9 Badrinarain K. Goyal Director

10 Vimala B Goyal Relative of Director 11 Kiran B Goyal Relative of Director 12 K.S.Goyal Charitable Trust Trust controlled by director


176

2. Details of related party transactions

Name of party Nature of transaction Fiscal Year 2010

Fiscal Year 2009

Fiscal Year 2008

Fiscal Year 2007

Fiscal Year 2006


Sales 70.51 70.97 215.63 6.68 2.80

Purchase - - - - 2.25


290.53 - - - -

Loan - - - - -

AGS Sundyne Technologies Pvt.

Ltd.

Sales 1.27 - 15.30 - -

Purchase 69.18 14.01 25.19 - -

Professional Chg (Expense)

- 11.73 1.96 - -

Loan - - - - -

Fillon Technologies India

Pvt. Ltd

Sales - - - - -

Purchase - - - 0.20 -


Loan Taken 52.01 - - - -



Sales 6.23 27.04 68.64 - -

Purchase - - - - -


Loan Taken - 11.24 6.99 - -

Loan Repaid 16.65 - 1.58 - -

Instrument Research

Associates Pvt. Ltd

Sales 2.00 - - - -

Purchase 52.68 12.02 - - -

Purchase- F.A - 2.14 - - -


0.08 - - - -

Loan Given 30.11 - - - -

Ravi B Goyal

Loan Taken 208.36 104.51 84.03 115.93 146.30

Loan Repaid 290.93 853.94 1,397.52 1,008.61 1,450.49

Deposit Given 275.00 350.00 - - -

Vimala B Goyal Loan Taken - 24.00 - - -

Loan Repaid 10.00 14.00 - - -


Loan Taken - 7.00 - - -


Interest on Loan 1.15 - - - -

Kiran B Goyal Professional Chg (Expense)

4.00 - - - -

AGS Infotech Singapore Pte Ltd

Investment - 0.03 - - -

K.S.Goyal Charitable Trust

Donation 50.00 20.00 - - -


177

CONSOLIDATED FINANCIAL STATEMENT AUDITORS’ REPORT

The Board of Directors AGS Transact Technologies Ltd. (Formerly known as AGS Infotech Pvt. Ltd.) 601-602, B-Wing Trade World, Kamala City Senapati Bapat Marg Lower Parel (W) Mumbai- 400013

(1) We have examined the attached financial information of AGS Transact Technologies Ltd. (Formerly know as AGS Infotech Pvt. Limited) (‘AGS’ or ‘the Company’), comprising summary statement of consolidated profits and losses, as restated, summary statement of consolidated assets and liabilities, as restated, and statement of consolidated cash flows, as restated and other financial information explained in paragraph 3(a), 3(b) & 3(c) below, as approved by the board of directors of the Company, prepared in terms of requirements of Paragraph B, Part II of Schedule II to the Companies Act, 1956 (‘the Act’), the Securities and Exchange Board of India (Issue of Capital and Disclosure requirements), Regulation, 2009 (‘SEBI ICDR’) and in terms of our engagement agreed upon with you in accordance with our engagement letter dated 15/09/2010 in connection with the proposed issue of equity shares of the Company in India.

(2) The above financial information have been extracted by the management from the consolidated financial

statements for the financial year ended 31 March 2010. We have not audited the financial statement of the

subsidiary whose total assets and total revenues are Rs.3317 and Rs. NIL respectively. This financial

statement has been audited by other auditor whose report has been furnished to us for the purpose of

consolidation, and our opinion, in so far as it relates to the amounts included in respect of the subsidiary, is

based solely on report of the other auditor.

(3) In accordance with the requirements of Paragraph B of Part II of Schedule II to the Companies Act 1956, SEBI ICDR and the Guidance Notes issued in this regard by the Institute of Chartered Accountants of India (‘ICAI’), as amended from time to time, we further report that:

(a) The summary statement of consolidated profit and loss of the Company, as restated, for the financial year

ended 31 March 2010 as set out in Annexure I to this report are after making adjustments and regroupings, as in our opinion, were appropriate and more fully described in the notes appearing in Annexure IV-D to this report. As a result of these adjustments and regroupings, the amounts reported in the above-mentioned statement are not necessarily the same as those appearing in the financial statements for the relevant financial year.

(b) The summary statement of consolidated assets and liabilities of the Company, as restated, as at 31

March 2010 as set out in Annexure Annexure II to this report are after making adjustments and regroupings, as in our opinion, were appropriate and more fully described in the notes appearing in Annexure IV-D to this report. As a result of these adjustments and regroupings, the amounts reported in the above-mentioned statement are not necessarily the same as those appearing in the financial statements for the relevant financial year.

(c) The statement of consolidated cash flows of the Company, as restated, for the financial year ended 31 March 2010 as set out in Annexure III to this report are after making adjustments and regroupings, as in our opinion, were appropriate and more fully described in the notes appearing in Annexure IV-D to this report. As a result of these adjustments, the amounts reported in the above-mentioned statement are not necessarily the same as those appearing in the financial statements for the relevant financial year.

(d) Based on above we are of the opinion that the restated financial information, prepared by the management

of the Company and approved by its Board of Directors, has been made after incorporating the following:


178

vi. the impact of correction of accounting policies / changes in accounting policies have been adjusted with retrospective effect in the respective financial year to which they relate, to reflect the same accounting treatment as per changed / corrected accounting policy for all the reporting periods;

vii. material amounts relating to previous year have been adjusted in the restated financial information in

the respective financial year to which they relate; viii. there are no qualifications in the auditors’ report which require any adjustments. ix. there are no extraordinary items, which need to be disclosed separately in the restated financial

information in the respective financial year; and x. there are no revaluation reserves which need to be disclosed separately in the restated financial

information in the respective financial year.

(e) We have also examined the following other consolidated financial information set out in Annexures prepared by the management and approved by the Board of Directors relating to the Company for the financial year ended 31 March 2010.

xi. Statement of dividends paid by the Company, for the financial year ended 31 March 2010, as appearing in Annexure V to this report;

xii. Statement of consolidated secured and unsecured loans, as restated as at 31 March 2010 and details of terms and conditions, including interest rates, principal terms of security and repayment terms of the loans outstanding as at 31 March 2010, as appearing in Annexure VI to this report;

xiii. Statement of consolidated other income (for year where it exceeds 20 % of net profit before tax), as restated for the financial year ended 31 March 2010 as appearing in Annexure VII to this report;

xiv. Statement of accounting ratios, for the financial year ended 31 March 2010, as appearing in Annexure VIII to this report;

xv. Consolidated capitalisation statement, as restated as at 31 March 2010, as appearing in Annexure IX to this report;

xvi. Statement of consolidated tax shelters, as restated for the financial year ended 31 March 2010, as appearing in Annexure X to this report;

xvii. Statement of consolidated sundry debtors, as restated as at 31 March 2010, as appearing in Annexure XI and to this report;

xviii. Statement of consolidated loans and advances, as restated as at 31 March 2010, as appearing in Annexure XII and to this report;

xix. Statement of consolidated investments, as restated as at 31 March 2010, as appearing in Annexure XIII to this report;

xx. Statement of related party disclosures for the financial year ended 31 March 2010 as per Accounting Standard 18 on Related Parties prescribed by Companies (Accounting Standards) Rules, 2006, as appearing in Annexure XIV to this report; and

In our opinion, the above financial information of the Company read with significant accounting policies appearing in Annexure IV to this report, after making adjustments and regroupings as considered appropriate and as set out in Annexure IV to this report, has been prepared in accordance with Paragraph B, Part II of Schedule II to the Companies Act , 1956, SEBI ICDR and the Guidance Notes issued in this regard by the Institute of Chartered Accountants of India (‘ICAI’), as amended from time to time


179

(4) Our report is intended solely for the use of management and for inclusion in India in the Offer Document in connection with the proposed issue of equity shares of the Company and is not to be used, referred to or distributed for any other purpose without our written consent.

Place : Mumbai Date : September 17, 2010

For Shah & Co. Chartered Accountants FRN: 109430W Ashish Shah Partner M. No. 103750


180

Annexure I – Statement of Consolidated Profit & Loss, as restated (Rs in Lacs)


Income

Sales -

Of products manufactured by the company 9,964.82

Of products traded in by the Company 16,894.43

Of products Services 885.27

Total Sales 27,744.52

Other Income 1,032.50

Increase/(decrease) in inventories 2,440.80

Total Income 31,217.82

Expenditure Raw materials consumed 7,250.92

Purchase of Product traded by the company 14,551.34

Staff costs 1,413.37

Manufacturing & direct expenses 1,444.61

Administration expenses 1,834.90

Selling and distribution expenses 1,144.98

Total Expenditure 27,640.13

Profit before Interest, Depreciation & Tax 3,577.70 Interest & finance charges 686.52 Depreciation 108.18

Net profit before tax and extraordinary items 2,782.99

Tax 752.79

Net profit before extraordinary items & Adjustments 2,030.21

Extraordinary items 0.00

Net profit after extraordinary items & Adjustments 2,030.21


181

Annexure II – Statement of Consolidated Balance Sheet , as restated (Rs in Lacs)

Particulars As at

March 31, 2010

Fixed Assets

Gross Block 1954.20

Less : Depreciation 247.37

Net Block 1706.83

Capital work in Progress 745.23

Total Fixed Assets 2452.06


Inventories 6563.06

Sundry Debtors 7440.65

Cash and Bank Balances 12.09

Loans and Advances 3107.66

Total Current Assets, Loans & Advances 17123.46


Secured Loans 6957.20

Unsecured Loans 148.75

Current Liabilities & Provisions 5336.75

Deffered Tax Liability 0.00

Total Liabilities and Provisions 12442.70

Net Worth 7132.82

Represented by

Share Capital 500.00

Reserves & Surplus 6632.82

Net Worth 7132.82


182

Annexure III – Statement of Consolidated Cash Flow, as restated (Rs in Lacs)


Cash flow from operating activities

Net Profit (adjusted) After tax and after extraordinary items 2,030.21

Add:

Depreciation 108.18

Loss /(profit) on sale of assets 0.00

Unrealised Forex Gain (170.15)

Income Tax 752.79

Preliminary Expenses w/off 2.49

Interest & finance charges 686.52

Interest Income (38.66)

Sub total 1,341.16

Operating Profit before working capital changes 3,371.37

(Increase)/decrease in inventories (2,324.26)

(Increase)/decrease in Loans (1,002.02)

(Increase)/decrease in receivables 1,083.24

Increase/(decrease) in payables (73.59)

Net increase/(decrease) in working capital (2,316.64)

Cash from operating activities 1,054.73

Less : Extra ordinary item 0.00

Less : Income Tax paid (MAT/FBT) (869.57)

Net cash flow from operating activities (a) 185.16

Cash flow from investing activities

Purchase of fixed assets (2,177.59)

Interest Income 32.13

Investment in shares of subsidiary company

Net cash flow from investing activities (b) (2,145.46)

Cash flow from financing activities

Proceeds from issue of share capital 0.00

Proceeds from borrowings 12,570.87

Repayment of borrowings (9,769.05)

Share Issue Expenses 0.00


183


Interest Paid (686.52)

Increase/(decrease) in Short term borrowings ( Net ) (185.86)

Net cash flow from financing activities (c ) 1,929.45

Net increase/(decrease) in cash and cash equivalents (a+b+c)

(30.86)

Cash and cash equivalents at the beginning of the year 42.95

Cash and cash equivalents at the end of the year 12.09


184

Annexure IV – Significant Accounting Policies and Notes to Consolidated Financials Statements, as restated Annexure IV A – Statement of Significant Accounting Policies Followed in the Compilation of Consolidated Accounts, as restated (Notes to account contains notes of parent company only as there are no transactions in subsidiary company.)

1. Basis of preparation of financial statement.

a) Basis of Accounting:

The financial statements have been prepared and presented under the historical cost convention on accrual basis of accounting to comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.

b) Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements.

2. Fixed Assets & Depreciation

a) Fixed assets are carried at the cost of acquisition or construction, less accumulated depreciation. The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities), duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Interest on borrowed funds directly attributable to the qualifying assets up to the period such assets are put to use, is included in the cost.

b) Depreciation on all fixed assets is provided under Written Down Value Method. The rates of depreciation prescribed in schedule XIV to the Companies Act, 1956 are considered as the minimum rates. If the management’s estimate of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the management’s estimate of the useful life/remaining useful life. Pursuant to this policy, depreciation on following assets has been provided at rates which are higher than the corresponding rates prescribed in Schedule XIV.

Automatic Teller Machine with Customers : 14.28% SLM (7years)


Plant & Machinery : 15.33% WDV

c) Assets costing less than Rs. 5,000 are fully charged to the profit and loss account in the year of acquisition.

d) At Balance Sheet date, an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Company’s fixed assets. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

An assessment is also done at each Balance Sheet date whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. If any such indication exists the asset’s recoverable amount is estimated. The carrying amount of the fixed asset is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss is recognised in the Profit and Loss Account.

After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the asset is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), on WDV basis.

3. Revenue Recognition

e) Revenue is recognised only when it can be reliably measured & it is reasonable to expect ultimate collection. The amount recognised as sale is exclusive of VAT and is net of returns. Sales are stated


185

gross of excise duty as well as net of excise duty; excise duty being the amount included in the amount of gross turnover.

f) Revenue from service is recognised on rendering of services to customers.

g) Dividend income is recognised when the right to receive payment is established.

h) Interest income is recognised on the time proportion basis.

4. Lease Accounting

a) Assets taken on operating lease:


b) Assets given on operating lease:

The Company has provided Automatic Teller Machines to Customers on an operating lease basis. Revenue from same are accounted on accrual basis in accordance with the respective lease agreements.

5. Inventory

a) Raw materials, work in progress, finished goods, stores, spares, traded items and consumables are carried at the lower of cost and net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. Damaged, unserviceable and inert stocks are suitably depreciated.

b) In determining cost of raw materials, traded items, stores, spares and consumables, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present location and condition.

c) Cost of finished goods and work-in-process includes the cost of raw materials, an appropriate share of fixed and variable production overheads, excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

6. Investments

Long term investments are carried at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments.

Profit and loss on sale of investments is determined on a first-in-first-out (FIFO) basis.


d) Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the Profit and Loss Account of the year.

e) Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the year end are translated at the closing exchange rate and the resultant exchange differences are recognised in the Profit and Loss Account.

f) The premium or discount on forward exchange contracts is recognized over the period of the contracts in the Profit and Loss Account.

8. Sundry Debtors

Sundry debtors are stated after writing off debts considered as bad. Adequate provision is made for debts considered doubtful.

9. Employee Benefits

A. Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognised in the period in which the employee renders the related service. The Company recognises the undiscounted amount of short term employee


186

benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.

B. Post-Employment Benefits.

Company’s contribution to Recognised Provident fund is charged to Profit & Loss A/c.



10. Provision for Taxation

Tax expense comprises of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Act, 1961) & deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period).

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 by 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 carry forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each Balance Sheet date to reassess realisation.

11. Provisions and Contingencies

The Company creates a provision when there exists 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 there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.

12. Earnings Per Share

The Basic and Diluted Earnings Per Share (“EPS”) is computed by dividing the net profit after tax for the year by weighted average number of equity shares outstanding during the year.

13. Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit and Loss account.

14. Proposed Dividend

Dividend recommended by the Board of directors If any is provided for in the accounts, pending approval at the Annual General Meeting.


187

Annexure IV – B – Notes to Accounts (Rs in Lacs)


1 Estimated amount of contracts remaining to be executed on capital account and not provided for.

0.00

2 Bank guarantees issued by bankers and outstanding as on 31st March, 2010

4,390.37

3 Letters of Credit issued by bankers and outstanding as on 31st March, 2010.

512.56

Note 4 – Auditors’ remuneration

(Rs in Lacs)

Auditors’ remuneration : Fiscal Year 2010

Statutory audit fees 5.00

Tax audit fees 0.00

Certification fees and other services 0.00 Note 5 – Contingent Liabilities

(Rs in Lacs)

Contingent Liabilities: Fiscal Year 2010


Tax Matters in dispute under appeal 19.75

Others 1,330.88

Note 6. Details of Subsidiary: Direct Subsidiary:

Name of Co. Country of Incorporation % of holding as on March 31, 2010

Accounting Period

AGS INFOTECH SINGAPORE PTE LTD.

SINGAPORE 100% 06-03-09 to 31-03-2010


188

Note 7. Principles of Consolidation: (i) The Consolidated financial statements of AGS together with audited financial statements of its subsidiary described in note no.6 have been considered for the purpose of consolidation. (ii) The financial statements of the parent company and its subsidiary as described in note no.6 have been combined to the extent possible on a line by line basis by adding together like items of assets, liabilities, income and expenses. All significant intra group balances and transactions have been eliminated or consolidation. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent company and its share in the post acquisition increase in the relevant reserves of the subsidiary (iii) The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extend possible, in the same manner as the parent company’s financial statements Note 8 – Production

Items Unit Location Fiscal Years 2010

BT-Tintmaster Nos Daman 3,113

Blendorama Manual Dispenser Nos Daman 774

ATM Nos Daman 1,409

Beetle Isprint Nos Daman 3,005


189

Note 9 – Stocks & Turnover

Items Unit

Opening Stock


Fiscal Year 2010

ATM Nos 471 1,466.74

UPS Nos 385 20.74

POS Nos - -

Others 520.97

Total 2,008.45

Items Unit

Closing Stock


Fiscal Year 2010

ATM Nos 585 1,450.88

UPS Nos 119 3.06

POS Nos - -

Others 2,995.32

Total 4,449.25

Items Unit

Turnover


Fiscal Year 2010

ATM Nos 5,439 16,647.77

UPS Nos 2,800 197.26

POS Nos - -

Others 10,014.22

Total 26,859.25


190

Note 10 – Raw Material Consumed

Items Unit

Fiscal Year 2010


Equipment Body for BT-Tintmaster

Nos 3,151 575.06

PCB (P.U.Serial) for BT-Tintmaster Nos 3,245 561.39

BT Canisters (B16 Pump - BK) Nos 47,212 800.72

MCD Canisters (22PD Canister) Nos 9,894 259.82

Stepper Motor for BT Nos 3,137 195.69

Spindle & Nut for BT Nos 3,120 142.77

15" LCD with R-Touch Monitor/MSR

Nos 2,982 388.08

Beetle iSprint P4 2.8ghz Nos 3,005 475.57

Others - 3851.84

--------------

Total Raw Material Consumed

7250.92

Purchase of Product Traded by the Co.

14551.34

---------------

TOTAL 21,802.26

Note 11 – CIF Value of Direct Imports (Rs in Lacs) Sr No. Particulars Fiscal Year 2010

A Raw Materials 10,148.44

B Stores & Spares 4.76

C Capital Goods 158.49


191

Note 12 – Value of imported & indigenous raw materials & Spares Consumed & Percentage of each to total consumption

Particulars

Fiscal Year 2010

Value (Rs in Lacs)

% to Total

Raw Materials

Direct imports 9,344.56 42.86%

Others 12,452.94 57.12%

Stores & Spares

Direct imports 4.76 0.02%

Others - 0.00%

Total 21,802.26 100.00%


(Rs in Lacs)

Sr No. Particulars Fiscal Year 2010

A Traveling Expenses 23.62

B Royalty 374.84

C Interest on Borrowings 30.47

D Foreign Bank charges 0.58

E Legal & Professional Fees 0.74

F Exhibition Expenses 18.03

G Training Expenses -

Total 448.28


(Rs in Lacs)


A Export of own products at FOB value 130.51

B Warranty Reimbursement 84.67

C Reimbursement of Expenses 7.30

Total 222.47


192

Note 15 – Interest Expenses (Rs in Lacs)


A On Bank Borrowings 407.67

B Sales Tax Interest 35.24

C Interest on TDS 12.25

D Interest on Loan 1.16

Total 456.31

Note 16 – Interest income includes interest recd of Rs.26285 on account of completion/disposal of various assessments/appeal during the year 2009-10. (Previous year's Rs. Nil) Note 17 – The company is in the process of obtaining details from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with the interest paid / payable as required under the said Act is not possible. Note 18 - Pursuant to the Accounting Standard (AS 29) - Provisions, Contingent Liablities and Contingent Assets the disclosure relating to provisions made in the accounts for the year ended 31st March, 2010 is as follows :

(Rs in Lacs)


Opening Balance 11.00

Additions 22.50

Utilisations -

Reversal 11.00

Closing Balance 22.50

Note: Warranty Provision is made towards Machines sold to customers for warranty period given by the company.


193

Note 19 – The Company has recognised deffered tax arising on account of timing differences, being the difference between the taxable income and accounting income tax, that originates in one period and is capable of reversal in one or more subsequent period(s) in compliance with Accounting standard (AS 22) - Accounting for taxes on income. The major components of deferred tax assets/(Liabilities) arising on account of timing differences as at 31st March 2010 are as follows.

(Rs in Lacs)


Deferred Tax Assets

Expenses allowed for tax purpose on payment basis 47.33

Provision for expenses disallowed 7.65

Total of Deferred Tax Assets 54.98

Deferred tax Liabilites

Difference between WDV of assets as per books of accounts and income tax act 1961

(31.15)

Total of Deferred Tax Liabilites (31.15)

Net Deferred Tax Asset/(Liabilites) for the year 23.83

Add : Opening Balances (12.50)

11.33

Less : Not accounted during the year 11.33

Closing Balance -

Net Deferred Tax Assets arising Rs.11,33,433 is not accounted in the current year and Deferred Tax Liability of Rs. 12,49,639 is reversed in the current year. Note 20 – Employee Benefits

3. Short term employee benefits: The liability towards short term employee benefits for the fiscal year ended March 31, 2010 has been recognised in the Profit and Loss Account.

4. Post -employment benefits: The following disclosures are made in accordance with AS 15 (Revised) pertaining to defined Benefits Plans:

(Rs in Lacs)


Fiscal Year 2010

Amount recognised in Balance Sheet

Present value of funded obligations -

Fair Value of plan assets -

Present value of unfunded obligations 60.39

unrecognized past service cost -

Amount not recognised as asset (Limit in para 59(b) of AS15 ) -

Net Liability / ( Asset ) 60.39

Amount in Balance Sheet


194


Fiscal Year 2010

Liability 60.39

Assets -

Net Liability / ( Asset ) 60.39

Expenses Recognised in the Profit & Loss Account

Opening defined benefit obligation less paid -

current service cost 17.78

Interest on defined benefit obligation 4.23

Expected return on plan assets -

Net actuarial losses/(gains) recogized in the year (4.97)

Past Service Lost -

Effect of the Limite In Para 59 (b) Of AS 15

(Revised) Losses / (Gains) On "Curtaiments And Settlement"

Total, include in "Employee Benefits Expenses" 17.04

Actual return on Plan Assets -

Reconsilliation of benefit obligations And Plan assets

for the Period

Change in Defined benefit obligation

Opening defined benefit obligation 43.36

Current service Cost 17.78

Interest Cost 4.23

Actual losses / ( gain) (4.97)

Liabilities extinguished on Curtaiment -

Exchange difference on foreign plans -

Benefits paid -

Closing defined benefits obligation 60.39

Charges in fair value of assets

Opening fair value of plan assets -

Expexted return on plan assets -

Actuarial gain/(losses) -

Assets distributed on settements -

Contribution by employer -

Assets acquired due to acquisition -

Exchange difference on foreign plans -

Benefits paid -

Closing fair value of plan assets -

Assets Information

Category of assets

Government of India Securities 0.00%

Corporate Bonds 0.00%

Special Deposits Scheme 0.00%

Equity Shares of Listed Companies 0.00%

Property 0.00%


195


Fiscal Year 2010

Insurer Managed Fund 0.00%

Others 0.00%

Grand Total 0.00%

Summary of actuarial assumption

Discount rate ( p.a. ) 8.40%

Expected rate of return of assets ( p.a. ) 0.00%

The Liability towards compensated absences (Leave Encashment) based on actuarial valuation, carried out using the projected accrual benefit method is recognized in the Profit and Loss account as under:

(Rs in Lacs)


Compensated absences (Leave Encashment) 31.62


196

Note 21 – Earnings per Share


Basic and diluted earnings per share (face value-Rs10 per share) (Rs)

40.60

Profit after tax (Rs in Lacs) 2,030.21

Weighted average number of equity shares outstanding 5,000,000


197

Note 22 – Information on Related party transactions as required by Accounting Standard (AS 18) for the fiscal year ended March 31, 2010

(Rs in Lacs)



Sales 70.51

Purchase -

Professional Chg (Revenue) 290.53

Loan -

AGS Sundyne Technologies Pvt. Ltd.

Sales 1.27

Purchase 69.18

Professional Chg (Expense) -

Loan -

Fillon Technologies India Pvt. Ltd

Sales -

Purchase -

Professional Chg -

Loan Taken 52.01

Loan Repaid 52.01


Sales 6.23

Purchase -

Professional Chg -

Loan Taken -

Loan Repaid 16.65


Sales 2.00

Purchase 52.68

Purchase- F.A -


Loan Given 30.11

Ravi B Goyal

Loan Taken 208.36

Loan Repaid 290.93

Deposit Given 275.00

Vimala B Goyal Loan Taken -

Loan Repaid 10.00


Loan Taken -

Loan Repaid 8.15

Interest on Loan 1.15

Kiran B Goyal Professional Chg (Expense) 4.00

AGS Infotech Singapore Pte Ltd Investment -

K.S.Goyal Charitable Trust Donation 50.00

Sripriya Balasubramanian Professional Fees Paid 0.40


198

Note 23 – Pursuant to Accounting Standard (AS 19) – Leases, the following information is given:

f) The Company has provided A.T.M to its dealers on an operating lease basis. The lease period is for three

years and Lease rentals are payable monthly by the dealers.

g) Future minimum lease rentals receivable as at 31st March, 2010 as per the lease agreements: (Rs in Lacs)

Fiscal Year 2010

Not later than one year 57.02 Later than one year and not later than five years 86.66

Later than five years -

Total 143.69

The information pertaining to future minimum lease rentals receivable is based on the lease agreements entered into between the Company and the dealers and variation made thereto. Lease rentals are reviewed periodically taking into account prevailing market conditions.

h) Total amount of contingent rents recognised as income - Nil.

i) The initial direct cost relating to acquisition of ATM is capitalised.

j) The information on gross amount of leased assets, depreciation and impairment is given in Schedule ‘D’ to

the Balance Sheet. Note 24 – Borrowing Cost Capitalise Pursuant to Accounting Standard (AS - 16) Borrowing Cost, an amount of borrowing cost of Rs.47,85,289 attributable the acquisition & construction of qualifying assets are capitalised during FY 2009-10.(Previous years NIL ) Note 25 – This being 1st year of consolidation, figures of previous year have not been given.


199

Annexure- IV – C – Major Changes in Accounting Policies Fiscal Year 2010

3. The Company has adopted Accounting Standard 15 (AS 15) on Employee Benefits. accordingly,



4. Pursuant to the Accounting Standard (AS 29) – Provisions, Contingent Liabilities and Contingent Assets, The company has made provision for warranty towards machines sold to customers for warranty period given by the company.


200

Annexure- IV – D – Notes on Adjustments for Restated Financial Statements

The Company has adopted Accounting Standard 15 (AS 15) on Employee Benefits first time during the Fiscal Year 2010 and Total Provision for Gratuity of Rs. 60.39 Lacs is made. Amount of Rs. 43.36 Lacs is treated as prior period item being pertaining to earlier years. Same has been restated in Restated Consolidated Financial Statement.

The Company has adopted Accounting Standard 15 (AS 15) on Employee Benefits first time during the Fiscal Year 2010 and Total Provision for Leave Encashment of Rs. 78.85 Lacs is made. Amount of Rs. 47.24 Lacs is treated as prior period item being pertaining to earlier years. Same has been restated in Restated Consolidated Financial Statement.

During the Fiscal Year 2009, The Company has not availed MAT credit allowable u/s 115JB of the Income Tax Act 1961. A revised return for claiming same has filed during the year and an amount of Rs. 138.28 is reversed from Tax provision for the year 2009-10. Same has been restated in Restated Consolidated Financial Statement.

Pursuant to the Accounting Standard (AS 29) – Provisions, Contingent Liabilites and Contingent Assets, during the Fiscal Year 2010, The company has made provision for warranty of Rs.22.50 Lacs towards machines sold to customers for warranty period given by the company. Amount of Rs. 11.00 Lacs is pertaining to earlier years. Same has been restated in Restated Consolidated Financial Statement.

Impact on account of above adjustment are enumerated below –

(Rs in Lacs)

Nature of Transaction Fiscal Year 2010

Impact in Profit & Loss Account

Net Profit & Loss Account as per audited accounts 2,066.88

MAT credit (Prov for Tax) (138.28)

Provision for Gratuity as per Acturial Valuation 43.36

Provision for Leave Encashment as per Acturial Valuation 47.24

Provision for Warranty 11.00

Net Profit & Loss Account as per Restated accounts 2,030.21


201

Annexure V – Statement of Dividends paid


Equity Share Capital (Face Value Rs.10 ) (Rs in Lacs) 500.00

Rate of Dividend Nil

Amount of Dividend Nil

Corporate Dividend Tax Nil


202

Annexure VI – Statement of Consolidated Secured and Unsecured Loans, as restated

Consolidated Secured Loans

(Rs in Lacs)

Particulars As at March 31, 2010

Buyers Credit Accounts :

Citi Bank 425.24

HDFC Bank 529.51

HSBC Bank 579.38

Standard Chartered Bank 1,416.27

Yes Bank 322.73

Working Capital: HSBC Bank Working Capital Demand Loan 300.08 HSBC Bank Vender Finance 716.22

Standard Chartered Bank Working Capital Demand Loan 450.00

From Bank on Cash Credit Account

HDFC Bank 531.69

HDFC Bank -

Yes Bank 747.21

Citi Bank 898.34

Standard Chartered Bank 40.53

Total 6,957.20


203

Terms and conditions of secured loans outstanding as on March 31, 2010:

(Rs in Lacs)

Particulars

Name of Lender & Nature of Loan

Amount Sanctioned

Rate of Interest

Repayment

Schedule

Nature of security


Citi Bank

Buyers Credit / Working Capital / Cash Credit / Letter of Credit & Bank Guarantee

2,500 As Per Note

On Maturity

Personal Guarantee of Directors, propriety, Fixed Asset, Current Asset / Stock & Books Debts

1,323.58

HDFC Bank 1,400 As Per Note

On Maturity

1,061.20

HSBC Bank 3,300 As Per Note

On Maturity

1,595.68

Standard Chartered Bank

3,500 As Per Note

On Maturity

1,906.80

Yes Bank 2,500 As Per Note

On Maturity

1,069.94

Note – Interest is Linked to Libor on Buyer credit in Foreign Currency and Varies between 2% To 7% depending on the day to day fluctuation & Arranging fees,on rupee Cash Credit & WCDL the Same varies Between 9.50% To 14%

Consolidated Unsecured Loans, as restated

(Rs in Lacs)


From promoters, directors and relatives 148.75

From group companies -

From subsidiaries -

From material associate companies -

From others -

Total 148.75

Terms and conditions of unsecured loans outstanding as on March 31, 2010:

(Rs in Lacs)

S. No Name of Lender & Nature of Loan

Amount Sanctioned

Rate of Interest

Repayment Schedule

Amount outstanding as on March 31,

2010

1 Mr. Ravi B. Goyal NA NA NA 148.75


204

Annexure VII – Statement of Consolidated Other Income, as restated


Nature of Income

Nature of Income

Interest Income 38.66 Recurring Other than normal business activity

Insurance Claim 77.62 Non recurring Other than normal business activity

DEPB Discount 31.04 Recurring Arising out of business activity Sad Refund 101.93 Non recurring Arising out of business activity Warranty Reimbursement

167.46 Recurring Arising out of business activity

Forex Exchange Gain 590.18 Recurring Arising out of business activity Sundry Balance write Back

20.84 Non recurring Other than normal business activity

Others 4.76 Non recurring Arising out of business activity

Total 1032.50


205

Annexure VIII – Statement of Accounting Ratios of Consolidated Financial Statements


Earnings Per Share:

Basic (Rs) 40.60

Diluted (Rs) 40.60

Return on Net Worth (%) 28.46

Net Asset Value Per Share (Rs) 142.66

Note:


(Basic) Weighted average number of equity shares outstanding during the year


(Basic) Weighted average number of equity shares including dilutive equity equivalent shares outstanding during the year

Net profit after adjusted tax x 100

Return on net worth Net worth as at the end of the year

Net asset value per equity share

Net worth as at the end of the year

Number of equity shares outstanding at the end of the year


206

Annexure IX – Consolidated Capitalisation Statement as at March 31, 2010, as restated

(Rs in Lacs)

Particulars Pre-issue as at March 31, 2010 Post-issue

Borrowings:

Short term debt 7,105.95 [•]

Long term debt 0.00 [•]

Total Borrowings 7,105.95 [•]

Shareholders funds:

Share Capital 500.00 [•]

Reserves 6,632.82 [•]

Total Shareholders funds 7,132.82 [•]

Long term debt/equity NA


207

Annexure X – Statement of tax shelters (consolidated), as restated

(Rs in Lacs)


Book Profit / ( Loss ) - Before Tax 2782.99

Tax at notional rate 945.94

Adjustments:

Claimed u/s. 80 IB (722.23)

Export profits 0.00

Difference between tax depreciation and book depreciation (55.76)

Other adjustments 116.14

Net adjustments (661.85)

Taxable Profit - as per IT 2121.14

Tax saving thereon (224.96)

Total Taxation 720.98

Taxation on extraordinary items 0.00

Tax on profits before extraordinary items 720.98

Note – For the fiscal years 2006, 2007 and 2008 the Company has paid tax of Rs 42.42 Lacs, Rs 102.06 lacs and Rs 174.76 Lacs respectively as per provision of MAT U/s.115 JB of the Income Tax Act, 1961 ('the Act"). As per section 115 JAA of the Act, company is entitled to take Mat in next 7 assessment years, and accordingly there is no impact of MAT provision on the profit of the captioned financial year in above statement.


208

Annexure XI - Statement of Consolidated Sundry Debtors, as restated

(Rs in Lacs)


Debts outstanding for a period exceeding six months:

- Considered good 686.33

- Considered doubtful -

Others debts

- Considered good 6754.32

- Considered doubtful -

Sub Total 7440.65

Less: provision for doubtful debts -

Total 7440.65

Details of debts outstanding from promoters, directors and their relatives, group companies, subsidiaries and material associates:

(Rs in Lacs)


Advanced Graphic Systems 143.12 AGS Sundyne Technologies Pvt. Ltd. -

India Transact Services Pvt. Ltd. 100.50

Instrument Research Associates Pvt. Ltd 30.11

Total 273.73


209

Annexure XII – Statement of Consolidated Loans and Advances, as restated

(Rs in Lacs)


Staff Loan 60.37 Deposits 1714.18

Excise Duty & Service Tax 1309.60

Others / Prepaid Expenses 23.51

Total 3107.66

Details of loans and advances to promoters, directors and their relatives, group companies, subsidiaries and material associates:


NIL


210

Annexure XIII – Statement of Consolidated Investments, as restated

(Rs in Lacs)

Particulars As At March 31, 2010

Total NIL


211

Annexure XIV – Statement of related party disclosures, as restated

1. Name of related party and nature of relationship

S. No Name of party Nature of relationship

1 Advanced Graphic Systems Prop : Ravi B.Goyal 2 AGS Sundyne Technologies Pvt. Ltd. Group Company 3 India Transact Services Pvt. Ltd. Group Company 4 Fillon Technologies India Pvt. Ltd Group Company 5 Instrument Research Associates Pvt. Ltd Group Company 6 Goyal Electronic Industries Prop : Badrinarain K. Goyal 7 Ravi B. Goyal Director

8 Badrinarain K. Goyal Director

9 Vimala B Goyal Relative of Director 10 Kiran B Goyal Relative of Director 11 K.S.Goyal Charitable Trust Trust controlled by director 12 Sripriya Balasubramanian Director


212

2. Details of related party transactions



Sales 70.51

Purchase -


Loan -

AGS Sundyne Technologies Pvt. Ltd.

Sales 1.27

Purchase 69.18

Professional Chg (Expense) -

Loan -

Fillon Technologies India Pvt. Ltd

Sales -

Purchase -

Professional Chg -

Loan Taken 52.01

Loan Repaid 52.01


Sales 6.23

Purchase -

Professional Chg -

Loan Taken -

Loan Repaid 16.65


Sales 2.00

Purchase 52.68

Purchase- F.A -


Loan Given 30.11

Ravi B Goyal

Loan Taken 208.36

Loan Repaid 290.93

Deposit Given 275.00

Vimala B Goyal Loan Taken -

Loan Repaid 10.00


Loan Taken -

Loan Repaid 8.15

Interest on Loan 1.15

Kiran B Goyal Professional Chg (Expense) 4.00

K.S.Goyal Charitable Trust Donation 50.00

Sripriya Balasubramanian Professional Fees Paid 0.40


213

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our restated unconsolidated and consolidated financial statements, including the notes thereto, and other financial data appearing elsewhere in this Draft Red Herring Prospectus. You should also read the sections titled “Risk Factors” and “Forward-Looking Statements” beginning on pages 12 and 11 respectively, of this Draft Red Herring Prospectus which discuss a number of factors and contingencies that could impact our financial condition and results of operations.

The following discussion is based on our restated unconsolidated financial statements, as of and for the fiscal years March 31, 2010, 2009, 2008, 2007 and 2006. Our audited and restated unconsolidated are prepared in accordance with Indian GAAP, the accounting standards prescribed by the ICAI and the relevant provisions of the Companies Act. Our fiscal year ends on March 31 of each year. Unless otherwise stated, “fiscal year” or “fiscal” refers to the twelve month period ending March 31 of that year.

Overview We are one of the leading system integrators in the business of touch point transformation; a business that transforms the way a customer interacts with the service provider enabling efficient delivery of their products and services. Our business entails sourcing high-end technology products-both hardware and software, and customizing, integrating, installing and maintaining them. We provide a spectrum of services around these products to the banking, retail, petroleum and colour segments. We source such products through tie-ups with global players like Wincor Nixdorf AG (Germany), Postec Data Systems (New Zealand), Prism Payment Technologies (South Africa), Fast & Fluid Management (USA) and CST (Germany). As part of our colour segment solutions, we manufacture paint dispensing machines. Our banking segment has been providing ATMs and services associated with installing and managing ATMs. Recent policy changes by RBI have created an opportunity for banks to expand their ATM network directly or through semi-autonomous Independent ATM Deployers (IAD) without availing prior approvals from RBI. A semi-autonomous IAD provides a combination of services that includes site identification and deployment, installation, ownership and management of the ATM and the ATM site on behalf of the bank (Sponsor Bank). The Sponsor Bank retains the license and responsibility of cash in the ATM along with clearing and settlement. Leveraging our strengths and relationships in the banking segment we are now acting as a semi-autonomous IAD and have contractual arrangements with Dhanlaxmi Bank and Axis Bank for 380 and 1,500 ATMs respectively. Our banking segment product offerings include Wincor Nixdorf’s automated teller machines, (ATMs), cash deposit machines, cash re-cycling machines, banking transaction terminals (kiosks), assisted teller systems plus the entire range of Wincor Nixdorf’s self service terminal software. Our banking segment services portfolio includes installation, maintenance, site build, site identification, cash replenishment, monitoring, vendor management, facility management, software support and a help desk. Since inception we have installed over 10,000 ATM’s for various customers. Our customers in the banking segment amongst others include State Bank of India, Punjab National Bank, Union Bank of India, Axis Bank, Dhanlaxmi Bank, ICICI Bank, HDFC Bank and Dena Bank. Our retail segment product offerings include retail Point of Sale billing (POS) terminals, store automation peripherals, store automation solutions, mall intelligence software, digital signage, thin client, networking products and kiosks for various retail applications. We provide managed services that include installation, maintenance and management of IT equipment in a retail store. We also perform vendor management services. Since our inception we have installed over 17,000 POS Billing systems. Our customers amongst others include Future Group, Aditya Birla Retail, Carrefour and Globus. Our petroleum segment product offerings include Postec’s retail outlet automation system comprising of a forecourt controller, automatic tank gauging systems, fuel dispenser interface, POS terminal, back office system, wet-stock management system, online density monitoring system, outdoor payment terminals, and automatic vehicle identification. Our service offering includes implementation services, system integration, remote


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management, and support and help desk services. Since inception we have installed the Postec Solution at over 1000 sites. Our customers amongst other include HPCL. We offer total colour solutions to various industries like paints, automobiles, textiles and plastics in India by offering Fast and Fluid Management (paint dispensers manufacturing) and CST (rotary screen engraves for textiles) products. We also manufacture FFM paint dispensers and CST inkjet engravers at our manufacturing facility in Daman. Since inception we have supplied over 23,000 automatic and manual dispensers. Our customers in the colour segment amongst others include Asian Paints, Kansai Nerolac Paints and Berger Paints, Shalimar Paints, Nippon Paints and Mandhana Textiles. Our services include installation, customer training, application support and after sales support. Our manufacturing facility for paint dispensing machines and inkjet engravers is at Daman. We have an ATM warehousing and staging facility at Pondicherry. At Mhape, we have developed a common platform for a helpdesk, repair center, monitoring support, hardware support, software support, central spares center, and staging. We have warehouse facilities at Kalamboli and Bhiwandi. We also have a pan-India network for providing after sales service and AMCs to our clients across our segments. Between FY 2007 and FY2010, our Company’s restated total income increased at a 3 year CAGR of 28.6% from Rs 14,656 Lacs to Rs 31,217.82 Lacs, EBITDA increased at a CAGR of 49.5% from Rs 1,072 Lacs to Rs 3,578.77 Lacs and PAT increased at CAGR of 37.9% from Rs 774 Lacs to Rs 2,031.28 Lacs. For FY08, FY09 and FY10, our sales from banking segment was Rs 10,320.29 Lacs, Rs 11,911.10 Lacs and Rs 17,402.37 Lacs respectively. For FY08, FY09 and FY10, our sales from retail segment was Rs 3,813.85 Lacs, Rs 2,856.38 Lacs and Rs 3,021.51 Lacs respectively. For FY08, FY09 and FY10, our sales from petroleum segment was Rs 768.25 Lacs, Rs 8,402.89 Lacs and Rs 2,846.99 Lacs respectively. For FY08, FY09 and FY10, our sales from colour segment was Rs 3,909.30 Lacs, Rs 3,431.86 Lacs and Rs 4,473.65 Lacs respectively. Our Significant Accounting Policies 15. Basis of preparation of financial statement.

c) Basis of Accounting: The financial statements have been prepared and presented under the historical cost convention on accrual basis of accounting to comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.

d) Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements.

16. Fixed Assets & Depreciation e) Fixed assets are carried at the cost of acquisition or construction, less accumulated depreciation.

The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities), duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Interest on borrowed funds directly attributable to the qualifying assets up to the period such assets are put to use, is included in the cost.

f) Depreciation on all fixed assets is provided under Written Down Value Method. The rates of depreciation prescribed in schedule XIV to the Companies Act, 1956 are considered as the minimum rates. If the management’s estimate of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the management’s estimate of the useful life/remaining useful life. Pursuant to this policy, depreciation on following assets has been provided at rates which are higher than the corresponding rates prescribed in Schedule XIV. Automatic Teller Machine with Customers : 14.28% SLM (7years)



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Plant & Machinery : 15.33% WDV g) Assets costing less than Rs. 5,000 are fully charged to the profit and loss account in the year of

acquisition. h) At Balance Sheet date, an assessment is done to determine whether there is any indication of

impairment in the carrying amount of the Company’s fixed assets. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. An assessment is also done at each Balance Sheet date whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. If any such indication exists the asset’s recoverable amount is estimated. The carrying amount of the fixed asset is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss is recognised in the Profit and Loss Account. After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the asset is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), on WDV basis.

17. Revenue Recognition i) Revenue is recognised only when it can be reliably measured & it is reasonable to expect ultimate

collection. The amount recognised as sale is exclusive of VAT and is net of returns. Sales are stated gross of excise duty as well as net of excise duty; excise duty being the amount included in the amount of gross turnover.

j) Revenue from service is recognised on rendering of services to customers. k) Dividend income is recognised when the right to receive payment is established. l) Interest income is recognised on the time proportion basis.

18. Lease Accounting c) Assets taken on operating lease:


d) Assets given on operating lease: The Company has provided Automatic Teller Machines to Customers on an operating lease basis. Revenue from same are accounted on accrual basis in accordance with the respective lease agreements.

19. Inventory d) Raw materials, work in progress, finished goods, stores, spares, traded items and consumables

are carried at the lower of cost and net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. Damaged, unserviceable and inert stocks are suitably depreciated.

e) In determining cost of raw materials, traded items, stores, spares and consumables, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present location and condition.

f) Cost of finished goods and work-in-process includes the cost of raw materials, an appropriate share of fixed and variable production overheads, excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

20. Investments Long term investments are carried at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments. Profit and loss on sale of investments is determined on a first-in-first-out (FIFO) basis.



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g) Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the Profit and Loss Account of the year.

h) Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the year end are translated at the closing exchange rate and the resultant exchange differences are recognised in the Profit and Loss Account.

i) The premium or discount on forward exchange contracts is recognized over the period of the contracts in the Profit and Loss Account.

22. Sundry Debtors Sundry debtors are stated after writing off debts considered as bad. Adequate provision is made for debts considered doubtful.

23. Employee Benefits C. Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognised in the period in which the employee renders the related service. The Company recognises the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.

D. Post-Employment Benefits. Company’s contribution to Recognised Provident fund is charged to Profit & Loss A/c. Provision for Gratuity is recognised at the present value of the amount payable based on Actuarial valuation carried out using the Projected Unit Credit Method at the end of the financial year & is charged to company’s Profit & Loss A/c. The defined benefit obligation recognised in the balance sheet represent the present value of the defined obligation as adjusted for unrecognised actuarial gains and losses and unrecognised past service cost, and as reduced by the fair value of plan assets, if applicable. Provision for Leave Encashment is made based on Actuarial Valuation carried out using the Projected Accrued Benefit Method which is same as the Projected Unit Credit Method in respect of past services on unutilized Leave due to employees at the end of the financial year.

24. Provision for Taxation Tax expense comprises of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Act, 1961) & deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period). 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 by 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 carry forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each Balance Sheet date to reassess realisation.

25. Provisions and Contingencies The Company creates a provision when there exists 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 there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.

26. Earnings Per Share The Basic and Diluted Earnings Per Share (“EPS”) is computed by dividing the net profit after tax for the year by weighted average number of equity shares outstanding during the year.

27. Borrowing Costs Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit and Loss account.


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28. Proposed Dividend Dividend recommended by the Board of directors If any is provided for in the accounts, pending approval at the Annual General Meeting.

Results of Operations The following table sets forth, for the periods indicated, certain items from our restated financial statements, in each case also stated as a percentage of our total income.

Particulars

Fiscal ended March 31, 2010



Amount (Rs in Lacs)

% of our total income

Amount (Rs in Lacs)


Amount (Rs in Lacs)


Income

Sales


9,964.82 31.92% 9,486.75 36.51% 7,184.24 37.55%


16,894.43 54.12% 16,698.70 64.26% 11,286.22 58.99%

Service Income 885.27 2.84% 416.78 1.60% 341.23 1.78%

Total Sales 27,744.52 88.87% 26,602.23 102.38% 18,811.69 98.32%

Other Income 1,032.50 3.31% (1,290.91) -4.97% 315.33 1.65%


2,440.80 7.82% 673.69 2.59% 5.41 0.03%

Total Income 31,217.82 100.00% 25,985.01 100.00% 19,132.43 100.00%

Expenditure

Raw materials consumed 7,250.92 23.23% 7,015.24 27.00% 5,669.75 29.63%

Purchase of traded products

14,551.34 46.61% 13,042.53 50.19% 9,928.85 51.90%

Staff costs 1,413.37 4.53% 947.23 3.65% 404.29 2.11%

Other manufacturing expenses

1,444.61 4.63% 965.86 3.72% 442.45 2.31%

Administration expenses 1,833.83 5.87% 1,039.35 4.00% 624.83 3.27%


1,144.98 3.67% 443.19 1.71% 346.69 1.81%

Total Expenditure 27,639.06 88.54% 23,453.40 90.26% 17,416.86 91.03%


3,578.77 11.46% 2,531.61 9.74% 1,715.57 8.97%

Interest & finance charges 686.52 2.20% 447.40 1.72% 162.52 0.85%

Depreciation 108.18 0.35% 43.04 0.17% 35.34 0.18%


2,784.06 8.92% 2,041.17 7.86% 1,517.71 7.93%

Tax 752.79 2.41% 420.20 1.62% 198.17 1.04%


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Particulars




Amount (Rs in Lacs)


Amount (Rs in Lacs)


Amount (Rs in Lacs)



2,031.28 6.51% 1,620.97 6.24% 1,319.54 6.90%

Extraordinary items 0.00 0.00% - 0.00% - 0.00%


2,031.28 6.51% 1,620.97 6.24% 1,319.54 6.90%

Description of Income and Expenditure Items Total income: Our total income comprises of revenue from the sale of products manufactured by us, sale of products traded by us, service income, other income and increase/(decrease) in inventories. Our total income increased from Rs 19,132.43 Lacs in FY2008 to Rs 31,217.82 Lacs in FY2010 at a CAGR of 27.74%. The following table sets out sales of our business segment and as a percentage of our total sales, for the periods indicated.

Particulars




Amount (Rs in Lacs)

% of our total sales

Amount (Rs in Lacs)


Amount (Rs in Lacs)


Sales from –

Banking 18,116.71 65.30% 12,340.05 46.39% 10,633.23 56.52%

Colour 4,467.59 16.10% 3,288.38 12.36% 3,672.11 19.52%

Petroleum 2,725.39 9.82% 8,533.45 32.08% 798.94 4.25%

Retail 2,434.84 8.78% 2,440.36 9.17% 3,707.41 19.71%

Total Sales 27,744.53 100.00% 26,602.23 100.00% 18,811.69 100.00% Sale of products manufactured by us: We manufacture FFM Manual Paint Dispensers, FFM Auto Paint Dispensers, Wincor ATMs, Rotary CST Inkjet Engravers, Flatbed CST Inkjet Engravers, Beetle iSprint (Wincor POS terminal), Beetle i8 (Wincor POS terminal), Prizm OPT, Thin Client (AGS Endura) and Digital Signage at our Daman facility. The products are sold to our customers in banking, retail, petroleum and color segments. Our sale of products manufactured by us increased from Rs 7,184.24 Lacs in FY2008 to Rs 9,964.82 Lacs in FY2010 at a CAGR of 17.77%. Sale of products traded by us: We sell various products of our global technology providers to our customers in banking, retail, petroleum and color segments. The sale from products traded by us increased from Rs 11,286.22 Lacs in FY2008 to Rs 16,894.43 Lacs in FY2010 at a CAGR of 22.35%. Service income: We provide various services around the products sold by us like installation, maintenance, site build, site identification, cash replenishment, monitoring, vendor management, facility management, support, system integration remote management and help desk. The service income also includes the transaction fees on the ATMs installed by us as a part of semi-autonomous IAD contracts as well as the rental fees on the ATMs and POS systems given on rent by us. Our service income increased from Rs 341.23 Lacs in FY2008 to Rs 885.27 Lacs in FY2010 at a CAGR of 61.07%.


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Other income: Other income primarily comprises interest income, insurance claims, DEPB discount, SAD refunds, warranty reimbursements, gains/ (losses) in foreign exchange fluctuations and sundry balance write back. Our other income increased from Rs 315.33 Lacs in FY2008 to Rs 1,032.50 Lacs in FY2010 at a CAGR of 80.95%. Increase/(decrease) in inventories: Inventories comprises components, raw materials, semi-finished goods, finished goods and traded goods. Total expenditure: Our total expenditure primarily comprises raw material consumption, purchase of products traded by us, manufacturing expenses, staff costs, administrative expenses and selling & distribution expenses. Our total expenditure increased from Rs 17,416.86 Lacs in FY2008 to Rs 27,639.05 Lacs in FY2010 at a CAGR of 25.97%. The following table sets out the principal components of our total expenditure and as a percentage of our total expenditure, for the periods indicated.

Particulars




Amount (Rs in Lacs)

% of our total

expenditure

Amount (Rs in Lacs)

% of our total

expenditure

Amount (Rs in Lacs)

% of our total

expenditure

Expenditure

Raw materials consumed

7,250.92 26.23% 7,015.24 29.91% 5,669.75 32.55%

Of products traded & services

14,551.34

52.65% 13,042.53

55.61%

9928.85

57.01%

Staff costs 1,413.37 5.11% 947.23 4.04% 404.29 2.32%

Manufacturing & direct expenses

1,444.61 5.23% 965.86 4.12% 442.45 2.54%

Administration expenses

1,833.83 6.63% 1,039.35 4.43% 624.83 3.59%


1,144.98 4.14% 443.19 1.89% 346.69 1.99%

Total Expenditure 27,639.05 100.00% 23,453.40 100.00% 17,416.86 100.00%

Raw materials consumed: Raw materials comprises the components like paint dispensing equipment body, PCB, canisters, stepper motor, LCD monitor, Beetle iSprint required for manufacturing products. Our raw material consumed increased from Rs 5,669.75 Lacs in FY2008 to Rs 7,250.92 Lacs in FY2010. Purchase of traded products: Purchase of traded products comprises various products of our global technology partners that we offer to our customers in banking, retail, petroleum and color segments. Our purchase of traded products increased from Rs 9,928.85 Lacs in FY2008 to Rs 14,551.34 Lacs in FY2010. Staff cost: Staff cost comprises salaries, leave encashment, gratuity and staff welfare expenses. Our staff cost increased from Rs 404.29 Lacs in FY2008 to Rs 1,413.37 Lacs in FY2010. Manufacturing & direct expenses: Manufacturing & direct expenses comprises wages & labour charges, electricity expenses at the manufacturing facility, factory rent, factory and ATM security expenses, transport expenses, repairs & maintenance, tools & equipments, royalty expenses, excise duty on closing stock, sales tax and expenses for exports. Our other manufacturing expenses increased from Rs 442.45 Lacs in FY2008 to Rs 1,444.61 Lacs in FY2010. Administrative expenses: Administrative expenses primarily comprises insurance expenses, conveyance expenses, travelling expenses, lodging & boarding, legal & professional charges, communication expenses, membership & subscription expenses, electricity expenses of the corporate and sales offices, postage & courier, printing &


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stationery, motor car expenses, tools & equipments, repairs & maintenance, donation, rent & taxes, auditor’s remuneration and miscellaneous expenses. Our administrative expenses increased from Rs 624.83 Lacs in FY2008 to Rs 1,833.83 Lacs in FY2010. Selling and distribution expenses: Selling and distribution expenses comprises of advertising expenses, seminar & exhibition expenses, brokerage & commission on sales, sales promotion expenses, discount to customers and warranty expenses. Our selling and distribution expenses increased from Rs 346.69 Lacs in FY2008 to Rs 1,144.98 Lacs in FY2010. Interest and finance charges: Interest and finance charges comprise interest payments in relation to our indebtedness and associated fees including upfront fees, bank guarantee fees, letter of credit commissions, bank charges and processing charges related to such borrowings. Our interest and finance charges have increased from Rs 162.52 Lacs in FY2008 to Rs 686.52 Lacs in FY2010. Depreciation: Depreciation on all fixed assets is provided under Written Down Value Method. The rates of depreciation prescribed in schedule XIV to the Companies Act, 1956 are considered as the minimum rates. If the management’s estimate of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the management’s estimate of the useful life/remaining useful life. Pursuant to this policy, depreciation on following assets has been provided at rates which are higher than the corresponding rates prescribed in Schedule XIV. Assets Depreciation Rates

ATMs with customers 14.28% SLM (7 years) Software with customers 14.28% SLM (7 years)

Plant & Machinery 15.33% WDV Fiscal Year 2010 as compared to the Fiscal Year 2009 Our results of operations for the fiscal year 2010 were particularly affected by the following factors:

• Growth in the banking segment offset by decrease in the petroleum segment as petroleum companies put on hold their retail outlet automation / upgradations

• Our entry into the Semi Autonomous IAD business by securing the contract with Dhanlaxmi Bank

• Slowdown in retail segment Total income: Our total income increased by 20.14% to Rs 31,217.82 Lacs for fiscal year 2010 from Rs 25,985.01 Lacs for fiscal year 2009. Our total income consisted of revenue from the sale of manufactured products, sale of traded products, service income, other income and increase in inventories. Total sales: Our total sales increased by 4.29% to Rs 27,744.52 Lacs for fiscal year 2010 from Rs 26,602.23 Lacs for fiscal year 2009. This increase was primarily due to increase in sales in banking segment by 46.10% which was offset by decrease in sales in petroleum segment by 66.12%. The sales from banking segment increased in fiscal year 2010 due to large ATM rollout by our customers. The sales from petroleum segment decreased in fiscal year 2010 as the petroleum companies put on hold their retail outlet automation and no new contracts were awarded during fiscal year 2010. Sale of products manufactured by the Company: Our revenue from the sale of products manufactured by us increased by 5.04% to Rs. 9,964.82 Lacs for fiscal year 2010 from Rs.9,486.75 Lacs for fiscal year 2009. Sales of products manufactured by us constituted 31.92% and 36.51% of our total income for the fiscal years 2010 and 2009, respectively. Sale of products traded by the Company: Our revenue from the sale of products traded by us increased by 1.17% to Rs 16,894.43 Lacs for fiscal year 2010 from Rs 16,698.70 Lacs for fiscal year 2009. Sales of products traded by us constituted 54.12% and 64.26% of our total income for the fiscal years 2010 and 2009, respectively.


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Service income: Our service income increased by 112.41% to Rs 885.27 Lacs for fiscal year 2010 from Rs 416.78 Lacs for fiscal year 2009. This increase was primarily due to increase in our total implementation services offering to our customers in the banking segment. Also during fiscal year 2010 we started generating revenues from ATM rental services to Union Bank of India, POS software rental services to Pantaloon. Service income constituted 2.84% and 1.60% of our total income for the fiscal years 2010 and 2009, respectively. Other income: Our other income increased to Rs. 1,032.50 Lacs for the fiscal year 2010 from Rs. (1,290.91) Lacs for the fiscal year 2009. Other Income constituted 3.31% and -4.97% of our total income for the fiscal years 2010 and 2009, respectively. In fiscal year 2010 there was a foreign exchange gain of Rs 590.18 Lacs compared to a foreign exchanges loss of Rs 1,420.94 Lacs in fiscal year 2009. We import most of the products we trade in and also some components of the products we manufacture. Due to the timing difference between the purchase of imported goods and payment thereof, we are exposed to foreign exchange fluctuation risk. The increase in our other income in fiscal year 2010 was also due to an insurance claim of Rs 77.62 Lacs, warranty reimbursement of Rs 167.46 Lacs and SAD refund of Rs 101.93 Lacs. Increase in inventories: Increase in inventories was Rs 2,440.80 Lacs or 7.82% of total income for fiscal year 2010 compared to Rs 673.69 Lacs or 2.59% of total income for fiscal year 2009. The change in inventories as a percentage of sales has increased significantly due to Rs 1,566.46 Lacs worth of good in-transit as well as finished goods worth Rs 3081.11 Lacs for orders in hand. Total expenditure: Our total expenditure increased by 17.85% to Rs. 27,639.05 Lacs for the fiscal year 2010 from Rs. 23,453.40 Lacs for the fiscal year 2009, primarily due to an increase in the cost of raw material consumed, staff costs, other manufacturing expenses, selling & distribution expenses, interest & finance charges and depreciation. Total expenditure constituted 88.54% and 90.26% of our total income for the fiscal years 2010 and 2009, respectively. Raw materials consumed: Our raw materials consumption increased by 3.36% to Rs. 7,250.92 Lacs in fiscal year 2010 from Rs. 7,015.24 Lacs for fiscal year 2009 in line with the increase in sale of products manufactured by us. Raw materials consumed constituted 23.23% and 27.00% of our total income for the fiscal years 2010 and 2009, respectively. Purchase of traded goods: Our purchase of traded goods increased by 11.57% to Rs. 14,551.34 Lacs in fiscal year 2010 from Rs. 13,042.53 Lacs for fiscal year 2009. Purchase of traded goods constituted 46.61% and 50.19% of our total income for the fiscal years 2010 and 2009, respectively. Staff costs: Our staff costs increased by 49.21% to Rs. 1,413.37 Lacs for the fiscal year 2010 from Rs. 947.23 Lacs for the fiscal year 2009, primarily due to increase in manpower to 467 in fiscal year 2010 from 318 in fiscal year 2009 and compounded due to increments. Our business model has undergone a significant shift in fiscal year 2010 as we secured Semi-Autonomous IAD contracts with few banks which require constant monitoring and servicing the complaints on a real time basis. Staff costs constituted 4.53% and 3.65% of our total income for the fiscal years 2010 and 2009, respectively. Manufacturing & direct expenses: Our manufacturing costs increased by 49.57% to Rs. 1,444.61 Lacs for the fiscal year 2010 from Rs. 965.86 Lacs for the fiscal year 2009, primarily due to increase in sales tax, security expenses and royalty expenses. The increase in sales tax is due to increase in banking segment which was partially offset by decrease in petroleum segment as the sales tax rate on ATM is higher than sales tax rate on petroleum segment products. The security expenses have increased significantly as we have to provide security for the ATMs deployed under Semi-Autonomous IAD contracts. We have to pay royalty on Prism OPT, which is one of the components supplied to our customers in petroleum vertical. The royalty paid increased in fiscal year 2010 as we sold more Prism OPT in fiscal 2010 as compared to fiscal year 2009. Other manufacturing expenses constituted 4.63% and 3.72% of our total income for the fiscal years 2010 and 2009, respectively. Administrative expenses: Our administrative expenses increased by 76.44% to Rs. 1,833.83 Lacs for the fiscal year 2010 from Rs. 1,039.35 Lacs for the fiscal year 2009, primarily due to increase in insurance charges, legal & professional charges and rent & taxes. The increase in these expenses was due to our contracts with banks to act as


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Semi-Autonomous IAD for deploying and maintaining ATMs. Administrative expenses constituted 5.87% and 4.00% of our total income for the fiscal years 2010 and 2009, respectively. Selling and distribution expenses: Our selling and distribution expenses increased by 158.35% to Rs. 1,144.98 Lacs for the fiscal year 2010 from Rs. 443.19 Lacs for the fiscal year 2009, primarily due to increase in transportation charges related to increase in sale in banking segment as well as increase in implementation cost for banking and petroleum segment due to delays. Selling and distribution expenses constituted 3.67% and 1.71% of our total income for the fiscal years 2010 and 2009, respectively. Interest and finance charges: Our interest and finance charges increased by 53.45% to Rs. 686.52 Lacs for the fiscal year 2010 from Rs. 447.40 Lacs for the fiscal year 2009 primarily due to increase in working capital requirement. Interest and finance changes constituted 2.20% and 1.72% of our total income for the fiscal years 2010 and 2009, respectively. Depreciation: Our depreciation expenses increased by 151.36% to Rs. 108.18 Lacs for the fiscal year 2010 from Rs. 43.04 Lacs for the fiscal year 2009 in line with an increase in fixed assets. Our fixed assets increased primarily due to deployment of ATMs as per our Semi-Autonomous IAD contract with Dhanlaxmi Bank, deployment of ATMs on rental to Union Bank of India and deployment of POS software on rental to Pantaloons. Depreciation constituted 0.35% and 0.16% of our total income for the fiscal years 2010 and 2009, respectively. Net profit after extraordinary items & Adjustments: Our profit after tax increased by 25.31% to Rs. 2,031.28 Lacs for the fiscal year 2010 from Rs. 1,620.97 Lacs for the fiscal year 2009 due to the reasons discussed above. Our net profit after tax was 6.51% and 6.24% of our total income for the fiscal years 2010 and 2009, respectively. Fiscal Year 2009 Compared to the Fiscal Year 2008 Our results of operations for the fiscal year 2009 were particularly affected by the following factors:

• Receipt of a large order from HPCL for retail outlet automation in the petroleum segment • Growth in the banking segment

• Global economic crisis which affected our customers in the retail and color segments Total income: Our total income increased by 35.82% to Rs 25,985.01 Lacs for fiscal year 2009 from Rs 19,132.43 Lacs for fiscal year 2008. Our total income consisted of revenue from the sale of manufactured products, sale of traded products, service income, other income and increase in inventories. Total sales: Our total sales increased by 41.41% to Rs 26,602.23 Lacs for fiscal year 2009 from Rs 18,811.69 Lacs for fiscal year 2008. This increase was primarily due to increase in sales in petroleum and banking segments by 968.10% and 15.41% respectively which was partially offset by decrease in sales in retail and color segments by 34.18% and 12.21% respectively. The sales from petroleum segment increased in fiscal year 2009 as we secured a large tender in a competitive bidding process from HPCL for retail outlet automation. The decrease in sales in retail and color segments was primarily due to effect of slow-down in retail and colour segment. Sale of products manufactured by the Company: Our revenue from the sale of products manufactured by us increased by 32.05% to Rs 9,486.75 Lacs for fiscal year 2009 from Rs 7,184.24 Lacs for fiscal year 2008. Sales of products manufactured by us constituted 36.51% and 37.55% of our total income for the fiscal years 2009 and 2008, respectively. Sale of products traded by the Company: Our revenue from the sale of products traded by us increased by 47.96% to Rs 16,698.70 Lacs for fiscal year 2009 from Rs 11,286.22 Lacs for fiscal year 2008. Sales of products traded by us constituted 64.26% and 58.99% of our total income for the fiscal years 2009 and 2008, respectively. Service income: Our service income increased by 22.14% to Rs 416.78 Lacs for fiscal year 2009 from Rs 341.23 Lacs for fiscal year 2008. Service income constituted 1.60% and 1.78% of our total income for the fiscal years 2009 and 2008, respectively.


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Other income: Our other income decreased to Rs. (1,290.91) Lacs for the fiscal year 2009 from Rs. 315.33 Lacs for the fiscal year 2008, primarily due to foreign exchange loss of Rs 1,420.94 Lacs in fiscal year 2009 compared to foreign exchange gain of Rs 290.08 Lacs in fiscal year 2008. Other Income constituted -4.97% and 1.65% of our total income for the fiscal years 2009 and 2008, respectively. Increase in inventories: Our increase in inventories was Rs 673.69 Lacs or 2.59% of total income for fiscal year 2009 compared to Rs 5.41 Lacs or 0.03% of total income for fiscal year 2008. The change in inventories as a percentage of sales has increased significantly due to increase in semi-finished and traded goods to Rs 2,008.45 Lacs for orders in hand. Total expenditure: Our total expenditure increased by 34.66% to Rs. 23,453.40 Lacs for the fiscal year 2009 from Rs. 17,416.86 Lacs for the fiscal year 2008, primarily due to an increase in the cost of raw material consumed, staff costs, other manufacturing expenses, selling & distribution expenses, interest & finance charges and depreciation. Total expenditure constituted 90.26% and 91.03% of our total income for the fiscal years 2009 and 2008, respectively. Raw materials consumed: Our raw materials consumption increased by 23.73% to Rs. 7,015.24 Lacs in fiscal year 2009 from Rs 5,669.75 Lacs for fiscal year 2008 in line with increase in the sales. Raw materials consumed constituted 27.00% and 29.63% of our total income for the fiscal years 2009 and 2008, respectively. Purchase of traded goods: Our purchase of traded goods increased by 31.36% to Rs. 13,042.53 Lacs in fiscal year 2009 from Rs. 9,928.85 Lacs for fiscal year 2008. Purchase of traded goods constituted 50.19% and 51.90% of our total income for the fiscal years 2009 and 2008, respectively. Staff costs: Our staff costs increased by 134.29% to Rs. 947.23 Lacs for the fiscal year 2009 from Rs. 404.29 Lacs for the fiscal year 2008, primarily due to increase in manpower to 318 in fiscal year 2009 from 207 in fiscal year 2008 and compounded due to increments. The increase in manpower was required for implementing the large order from HPCL for retail outlet automation and also increase in overall activities. Staff Costs constituted 3.65% and 2.11% of our total income for the fiscal years 2009 and 2008, respectively. Manufacturing & direct expenses: Our manufacturing & direct expenses increased by 118.30% to Rs. 965.86 Lacs for the fiscal year 2009 from Rs. 442.45 Lacs for the fiscal year 2008, primarily due to increase in sales tax and royalty expenses. The increase in sales tax was due to increase in the sales tax rate on ATMs changed from 2% to 4%. We had to pay royalty on Prism OPT to Postec, which is one of the components supplied to our customers in petroleum vertical in fiscal year 2009. Other manufacturing expenses constituted 3.72% and 2.31% of our total income for the fiscal years 2009 and 2008, respectively. Administrative expenses: Our administrative expenses increased by 66.34% to Rs. 1,039.35 Lacs for the fiscal year 2009 from Rs. 624.83 Lacs for the fiscal year 2008, primarily due to increase in conveyance expenses and travelling expenses on account of the implementation of the HPCL order. Administrative expenses constituted 4.00% and 3.27% of our total income for the fiscal years 2009 and 2008, respectively. Selling and distribution expenses: Our selling and distribution expenses increased by 27.83% to Rs. 443.19 Lacs for the fiscal year 2009 from Rs. 346.69 Lacs for the fiscal year 2008 in line with the increase in sales. Selling and distribution expenses constituted 1.71% and 1.81% of our total income for the fiscal years 2009 and 2008, respectively. Interest and finance charges: Our interest and finance charges increased by 175.29% to Rs. 447.40 Lacs for the fiscal year 2009 from Rs. 162.52 Lacs for the fiscal year 2008 primarily due to increase in working capital requirement. Interest and finance changes constituted 1.72% and 0.85% of our total income for the fiscal years 2009 and 2008, respectively. Depreciation: Our depreciation expenses increased by 21.79% to Rs. 43.04 Lacs for the fiscal year 2009 from Rs. 35.34 Lacs for the fiscal year 2008 in line with an increase in fixed assets. Depreciation constituted 0.17% and 0.18% of our total income for the fiscal years 2009 and 2008, respectively.


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Net profit after extraordinary items & Adjustments: Our profit after tax increased by 22.84% to Rs. 1,620.97 Lacs for the fiscal year 2009 from Rs. 1,319.54 Lacs for the fiscal year 2008 due to the reasons discussed above. Our net profit after tax was 6.24% and 6.90% of our total income for the fiscal years 2010 and 2009, respectively. Financial Condition, Liquidity and Capital Resources Historically, our principal sources of cash have been cash generated by our operations, buyers’ credit, cash credit, borrowings from director(s) and working capital loan. We expect these sources, together with additional short-term borrowings, to be sufficient to meet our working capital requirements and currently anticipated capital expenditures over the near term. We have also availed term loan for our capital expenditure requirements. For details, see “Financial Indebtedness” and “Objects of the Issue” on page 228 and 51, respectively. Cash Flows The following table sets forth our consolidated cash flows for the fiscal years 2010, 2009 and 2008:

(In Rs. Lacs)

Particulars Fiscal year

2010 2009 2008

Net cash flow from operating activities (a) 185.16 (4,332.46) 884.72

Net cash flow from investing activities (b) (2,145.46) (7.82) (18.27)

Net cash flow from financing activities (c ) 1,929.45 3,983.97 (551.57)

Net increase/(decrease) in cash and cash equivalents (a+b+c) (30.86) (356.31) 314.88

Cash in the form of bank deposits, current account balances and cash on hand represents our cash and cash equivalents. Cash Flows from Operating Activities Net cash generated from operating activities for the fiscal year 2010 was Rs. 185.16 Lacs, consisting of net profit after tax of Rs. 2,031.28 Lacs, as adjusted for, among others, depreciation of Rs. 108.18 Lacs, interest and finance charges of Rs. 686.52 Lacs, interest income of Rs. 38.66 Lacs and unrealised foreign exchange gain of Rs. 170.15 Lacs, and as further adjusted for, increase in inventories of Rs. 2,324.26 Lacs, decrease in receivables of Rs. 1,083.24 Lacs and increase in loans of Rs. 1,002.02 Lacs and decrease in payables of Rs. 74.65 Lacs. The total income tax and fringe benefit tax paid was Rs. 869.57 Lacs. Net cash used in operating activities for the fiscal year 2009 was Rs. 4,332.46 Lacs, consisting of net profit after tax of Rs. 1,620.97 Lacs, as adjusted for, among others, depreciation of Rs. 43.04 Lacs, interest and finance charges of Rs. 447.40 Lacs, interest income of Rs. 53.66 Lacs and as further adjusted for, increase in inventories of Rs. 1,309.86 Lacs, increase in receivables of Rs. 4,691.11 Lacs and increase in loans of Rs. 676.28 Lacs and increase in payables of Rs. 149.52 Lacs. The total income tax and fringe benefit tax paid was Rs. 283.15 Lacs. The increase in receivables of Rs 4,691.11 Lacs was primarily due to delays in payments from our customers on account of economic slow-down. Net cash generated in operating activities for the fiscal year 2008 was Rs. 884.72 Lacs, consisting of net profit after tax of Rs. 1,319.54 Lacs, as adjusted for, among others, depreciation of Rs. 35.34 Lacs, interest and finance charges of Rs. 162.52 Lacs, interest income of Rs. 25.25 Lacs and as further adjusted for, increase in inventories of Rs. 674.45 Lacs, increase in receivables of Rs. 233.88 Lacs and increase in loans of Rs. 825.96 Lacs and increase in payables of Rs. 1,115.27 Lacs. The total income tax and fringe benefit tax paid was Rs. 187.06 Lacs. Cash Flows from Investing Activities Net cash used in investing activities for the fiscal year 2010 was Rs. 2,145.46 Lacs, primarily consisting of purchase of fixed assets for deployment of ATMs as per our Semi-Autonomous IAD contract with Dhanlaxmi Bank, deployment of ATMs on rental to Union Bank of India and deployment of POS software on rental to Pantaloons of Rs. 2,177.59 Lacs, and interest received on short term deposits and balances of Rs. 32.13 Lacs.


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Net cash used in investing activities for the fiscal year 2009 was Rs. 7.82 Lacs, primarily consisting of purchase of fixed assets for of Rs. 60.63 Lacs, and interest received on short term deposits and balances of Rs. 52.84 Lacs. Net cash used in investing activities for the fiscal year 2008 was Rs. 18.27 Lacs, primarily consisting of purchase of fixed assets for of Rs. 40.36 Lacs, and interest received on short term deposits and balances of Rs. 22.09 Lacs. Cash Flows from Financing Activities Net cash generated from financing activities for the fiscal year 2010 was Rs. 1,929.45 Lacs, consisting of proceeds from borrowings of Rs 12,570.87 Lacs partially offset by repayment of borrowing of Rs. 9,769.05 Lacs, interest paid of Rs. 686.52 Lacs and net decrease in short term borrowing of Rs 185.86 Lacs. Net cash generated from financing activities for the fiscal year 2009 was Rs. 3,983.97 Lacs, consisting of proceeds from borrowings of Rs 6,271.48 Lacs partially offset by repayment of borrowing of Rs. 4,080.97 Lacs, interest paid of Rs. 447.40 Lacs and net increase in short term borrowing of Rs 2,240.86 Lacs. Net cash used in financing activities for the fiscal year 2008 was Rs. 551.57 Lacs, consisting of repayment of borrowings of Rs 1,399.10 Lacs partially offset by proceeds from borrowings of Rs 847.33 Lacs, interest paid of Rs. 162.52 Lacs and net increase in short term borrowing of Rs 162.76 Lacs. Fixed Assets As of March 31, 2010, we had Rs. 2,452.06 Lacs of fixed assets, comprising Rs. 745.23 Lacs of capital work in progress and net block, of 1,706.83 Lacs. Expenses incurred relating to projects prior to commencement of commercial production are classified as and disclosed under “Capital Work-in-Progress”. Indebtedness As of March 31, 2010, we had Rs. 6,957.20 Lacs of secured loans outstanding, consisting of buyers credit account of Rs 3,273.14 Lacs, working capital loan of Rs 1,466.30 Lacs and cash credit account from banks of Rs 2,217.76 Lacs. Our outstanding secured loans as of March 31, 2010 of Rs 6957.20 Lacs are on short term for one year and is reviewed and reset every year. As of March 31, 2010, we had Rs. 148.75 Lacs of unsecured loan from our Promoter. As of the date of this Draft Red Herring Prospectus, we have entered into a loan agreement of Rs 1,500.00 Lacs of term loan in respect of the capital expenditure requirement for the deployment of ATMs as per the Semi-Autonomous IAD contracts. We believe that we have a good relationship with our lenders. Compliance with the terms of our loans is, however, subject to interpretation, and we cannot assure you that we have requested or received all consents from our lenders that required by our financing agreements. As a result, it is possible that a lender could assert that we have not complied with all the terms under our existing financing agreements. Any failure to service our indebtedness, comply with a requirement to obtain a consent, or perform any condition or covenant could lead to a termination of one or more of our credit facilities, acceleration of all amounts due under such facilities, any of which may adversely affect our business, results of operations and financial condition. For further details see “Financial Indebtedness”on page 228 of this Draft Red Herring Prospectus. Capital Expenditure Our principal capital expenditure requirements involve the development and installation of ATMs as a part of our contract with banks to act as semi-autonomous IAD. The table below summarises the amounts spent by our Company on each of the contracts to act as semi-autonomous IAD currently under implementation and the estimated completion cost of such contracts.


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Contracts

Implementation Costs Incurred as on March 31, 2010

Estimated Total Completion Cost

(Rs. in Lacs) (Rs. in Lacs)

Dhanlaxmi Bank 462.99 1,725.32

Dena Bank 162.62 535.84

Axis Bank Nil 12,796.57

Contingent Liabilities Our contingent liabilities as restated as of March 31, 2010 included the following:

Particulars Rs in Lacs

Tax Matters in dispute under appeal 19.75

Others (demands raised by the customs department) 1,330.88

Total 1,350.63 Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with unconsolidated entities or financial partnerships except for bank guarantees issued in the normal course of business that would have been established for the purpose of facilitating off-balance sheet arrangements. Transactions with Related Parties Our related party transactions for the fiscal year 2010, primarily consisted of repayment of unsecured loans taken from Goyal Electronic Industries, Fillon Technologies India Private Limited and other related parties of Rs. 377.74 Lacs, professional charge income of Rs 290.61 Lacs, deposit given of Rs 275.00 Lacs, unsecured loan from Mr. Ravi B. Goyal and Fillon Technologies India Private Limited of Rs. 260.37 Lacs, purchases of Rs 121.86 Lacs, sales of Rs 80.01 Lacs, donation given to K. S. Goyal Charitable Trust of Rs 50.00 Lacs, unsecured loan given to Instrument Research Associates Private Limited of Rs 30.11 Lacs, profession charge expense of Rs 4.00 Lacs and interest paid of Rs 1.15 Lacs. For further details on such transactions, see “Financial Statements - Annexure – XIV – Related Party Transactions” on page 175. Quantitative and Qualitative Disclosure about Market Risk Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk, foreign exchange risk and inflation. We are exposed to different degrees of these risks in the normal course of our business. Interest Rate Risk We currently have floating rate indebtedness and also maintain deposits of cash and cash equivalents with banks and other financial institutions and thus are exposed to market risk as a result of changes in interest rates. Moreover, the interest rates on certain of our indebtedness are subject to periodic resets. See “Financial Indebtedness” on page 228. As of March 31, 2010, entire debt consisted of floating rate indebtedness. Upward fluctuations in interest rates increase the cost of both existing and new debts. It is likely that in the current fiscal year and in future periods our borrowings will rise substantially given our growth plans. We do not currently use any derivative instruments to modify the nature of our exposure to floating rate indebtedness or our deposits so as to manage interest rate risk. Foreign Exchange Risk While substantially all of our revenues will be denominated in rupees, we have incurred and expect to incur expenditure denominated in currencies other than rupees for sourcing the traded products and raw material. We also will be exposed to foreign currency risks arising out of the consolidation of our Singapore subsidiary after it starts operations. These exposures are to United States dollars, Euro, Australian Dolar, New Zealand Dollar and the Singapore dollars. Any depreciation of the rupee against the currency in which we have an exposure will increase the rupee costs to us of servicing and repaying our expenditure and exchange related risks with respect to our


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Singapore subsidiary. We do not currently use any derivative instruments to modify the nature of our exposure to foreign currency fluctuations so as to manage foreign exchange risk. Inflation Inflation has not had a material impact on our business and results of operations. Other Qualitative Factors Unusual or Infrequent Events or Transactions Except as described in this Draft Red Herring Prospectus, there have been no events or transactions to our knowledge which may be described as “unusual” or infrequent”. Known Trends or Uncertainties Other than as described in the sections titled “Risk Factors”, and this section and elsewhere in this Draft Red Herring Prospectus, to the best of our knowledge there are no known trends or uncertainties that have had, or are expected to have, a material adverse impact on our revenues or income from continuing operations. New Product or Business Segment Other than as described in the section “Business Overview” on page 80, to our knowledge, there are no new products or business segments. Seasonality of Business There are no material seasonal trends in our business. Dependence on a Single or Few Suppliers/Customers We are dependent on Wincor Nixdorf for the products we offer in the banking and retail segments. We are also dependent on Postec and Fast & Fluid Management for the products we offer in the petroleum and color segment. Wincor Nixdorf, Postec and Fast & Fluid Management collectively accounted for 70.90%, 65.00% and 70.66% of the total of raw material consumed and products traded by us for the fiscal years 2010, 2009 and 2008 respectively. Competitive Conditions For further details, please refer to the discussions of our competition in the sections “Risk Factors” and “Business Overview” beginning on page 12 and 80, respectively. Significant Developments occurring after March 31, 2010 1. Our Company made a bonus issue of 1,37,50,000 Equity Shares to its present shareholders on June 23, 2010 by

capitalizing its general reserves. 2. India Transact Services Private Limited became our wholly owned subsidiary on April 1, 2010. 3. The name of our Company was changed to AGS Transact Technologies Private Limited on June 3, 2010. 4. Our Company was converted into a public limited company on July 20, 2010. 5. Advanced Graphic Systems vide Agreement dated September 21, 2010 assigned to us all the rights, benefit and

interest in and obligations under (i.) the Representative Agreement dated January 1, 2004 entered into by Advanced Graphic Systems with Fast and Fluid Management Netherlands to market, promote and solicit orders for the products and parts set forth therein, (ii.) the Manufacturing Agreement dated July 1, 2009 with CST Far East Limited for producing rotary inkjet machines in India, and (iii.) various service level agreement for providing maintenance and other services. Advanced Graphic Systems has also transferred certain employees to our Company as detailed in the agreement. For details on the Agreement please refer to section titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus.


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FINANCIAL INDEBTEDNESS The details of borrowings of our Company as of August 31, 2010 are as follows:

Sl No

Bank Total Amount Sanctioned (Rs.in Lacs)

Amount oustanding (Rs.in Lacs)

Terms of repayment and rate of interest

Security and other Conditions

Fund

Non Fund

Fund Non Fund

1 Standard

Chartered Bank 3,500 1,540 1,510

Working Capital Facilities reviewed and reset every year. Interest applied as per market rates

• Hypothecation of stock and book debts

• Mortgage of properties

2

Citi Bank

2,000 Nil 1,500 Nil

Term Loan for 5 years for ATM outsourcing Projects. Repayment in instalments after 6 Months. Prepayment option available after one year. Rate of interest 9.35% p.a

Hypothecation of Project specific Assets and Receivables. Mortgage of Property as collateral

2,500 500 2,498 454


• Hypothication of stock and book debts

• Mortgage of properties

3 HSBC 1,800 1,500 1,720 1,160



• Mortgage of Properties

4 Yes Bank 2,500 799 1196



• Mortgage of Properties

5 HDFC Bank 650 750 954 121


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SECTION V - LEGAL AND REGULATORY INFORMATION

OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES Except as detailed below, there are no outstanding or pending litigations, disputes, bargains and demands, investigations, Central / State Government claims or inquiries, proceedings or disputed tax liabilities, over-dues to banks/financial institutions, defaults against banks/ financial institutions, proceedings initiated for economic/civil/ criminal/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 I of Schedule XIII of the Companies Act) against our Company, Promoter, Directors and / or Group Companies or their promoters or directors. Other than as detailed below, there are no defaults of non-payment of statutory dues against our Company including under the excise, customs, sales tax, income tax and service tax, and no disciplinary action has been taken by SEBI or any stock exchanges against our Company. A. Arbitrations: Our Company nor its Promoter or Group Companies are involved in any arbitration proceedings. B. Details of cases filed by our Company: Our Company has not filed any cases. Our Promoter, Group Companies, its Directors and/or officers have not filed any cases for and on behalf of our Company. C. Details of cases filed against our Company: Assistant Commissioner of Income Tax v. the Company before the Appellate Tribunal, Mumbai bearing appeal no. 6446/2008 Our Company filed return of income for the assessment year 2005-06 showing income of Rs. 70,74,000. The said income tax filing by our Company came under scrutiny and the Assistant Commissioner of Income Tax passed an order dated December 12, 2007 with a demand of Rs. 15,01,000 disallowing deductions on purchase of import license, foreign travel expenses, legal and professional charges. Our Company filed an appeal on January 18, 2008 bearing appeal no. CIT (A) – VI/ACIT.6(1)/25/07-08 against the demand of Rs. 15,01,000 levied by the Assistant Commissioner of Income Tax. The Commissioner of Income Tax passed an order on August 20, 2008 allowing the appeal preferred by our Company. Thereafter the Assistant Commissioner of Income Tax preferred this appeal against the order passed by the CIT (A) before the Appellate Tribunal. The matter is still pending before the Appellate Tribunal. D. Show cause notices issued to our Company: (1) Service tax show cause cum demand notice: The office of the Joint Commissioner of Service Tax issued show cause cum demand notice dated April 22, 2008 bearing reference no. SCN V/ST/SIC/17/Dn II/AGS/07/329 to our Company requiring our Company to show as to why: i. Service Tax amounting to Rs. 5,50,071 under the category of repairs and maintenance service and service tax amounting to Rs. 1,30,722 under the category of goods transport receiver service should not be demanded and recovered from them and the service tax paid in cash by our Company to the tune of Rs. 29, 848 under the category of repairs and maintenance service and Rs. 1,30,722 paid in


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cash in the category of goods transport receiver service should not be appropriated against the above demand.

ii. the Cenvat credit of Rs. 4,73,515 wrongly availed and utilized by them should not be disallowed and recovered from them.

iii. the interest at the appropriate rate on the evaded service tax amount should not be recovered and interest paid be appropriated against the liability of interest.

iv. penalty should not be imposed on our Company. Our Company replied to the show cause cum demand notice vide letter dated May 13, 2008 to the Joint Commissioner of Service Tax, Mumbai refuting the statements and assumptions made by the department in the show cause cum demand notice dated April 22, 2008 on various grounds. Our Company is awaiting response from the department pursuant to the letter submitted by us on May 13, 2008. (2) Customs Show Cause Notice Our Company was issued a show cause notice dated June 25, 2009 by the Directorate of Revenue Intelligence alleging that our Company had imported certain number of Cash Dispensers mis-declaring the same as Automated Teller Machines to avail the benefit of exemption under the customs notification no. 25/2005-Cus dated March 1, 2005. The Directorate initiated investigation into the imports of goods declared as ATMs and issued the said show cause notice as to why the goods declared as ATM Procash 1500xe and imported and cleared in the past should not be held as Cash Dispensers Procash 1500xe and why they should not be re-assessed to duty on merit and the differential duty amount of Rs. 14 Crores (approx.) together with applicable interest be demanded from our Company. Further, the department alleged that Cash Dispensers Procash 1500xe imported and cleared in the past should not be confiscated and penalty be imposed for rendering the goods cleared in the past liable for confiscation and bank guarantee executed by our Company for the provisional release of the machines be enforced towards the above liabilities. Our Company replied to the show cause notice refuting the statements and assumptions made by the department in the show cause notice dated June 25, 2009 on various grounds. The matter is still pending before the Commissioner of Customs, Seaport-Import, Nhava Sheva. (3) Demand Notices by Cess Officer, Navi Mumbai Municipal Corporation Our Company has been issued demand notices dated September 20, 2010 by the cess officer, Navi Mumbai Municipal Corporation in pursuance of cess penalty of Rs. 53,231 together with interest therein. Our Company is yet to pay the said penalty together with interest. (4) Refund claims of the Special Additional Duty/ Addition Customs Duty Our Company has filed certain refund claims of duty paid (4% Special Additional Duty/Additional Customs Duty) aggregating to Rs. 15,09,769 against various bills of entry from Customs Department. The Assistant Commissioner of Customs has issued show cause notices under section 124 of the Customs Act, 1962 alleging that certain supporting documents were not submitted by the Company for claiming the refund and called upon the Company to show cause as to why the claim should not be rejected for want of documents. Our Company was also directed to submit the documents so that our refund claim could be processed without delay and to appear before the Assistant Commissioner of Customs. The claim is pending.


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E. Regulatory Claims on our Company We have not been imposed with any regulatory claims till date. F. Tax Claims on our Company The Commercial Tax Department, Uttar Pradesh has issued ex-parte Final Tax Assessement Order against our Company vide its order dated March 24, 2010 imposing Rs. 25,38,000 as commercial tax payable by the Company within 30 days from the date of this order. The Company has applied to the Deputy Commissioner, Commercial Tax, Sector -12 Lucknow under section 30 of the UPTT Act vide its application dated August 7, 2010 requesting to reopen case afresh for hearing on the ground that the Company had no knowledge of the hearing of the case. Vide the said application, our Company has admitted the tax liability of Rs. 24,000 which our Company has already deposited in advance before preferring the said application for reopening the hearing. G. Litigations by and against our Promoter The show cause notice dated June 25, 2009 issued by the Directorate of Revenue Intelligence alleging that our Company had imported certain number of Cash Dispensers mis-declaring the same as Automated Teller Machines to avail the benefit of exemption under the customs notification no. 25/2005-Cus dated March 1, 2005 as mentioned at point D(2) above, has been issued upon Mr. Ravi B. Goyal also as a Managing Director of our Company. The matter is still pending before the Commissioner of Customs, Seaport-Import, Nhava Sheva. H. Litigations by and against our Directors 1. Customs Show Cause Notice against Mr. Ravi Goyal as a Managing Director of our Company: The show cause notice dated June 25, 2009 issued by the Directorate of Revenue Intelligence alleging that our Company had imported certain number of Cash Dispensers mis-declaring the same as Automated Teller Machines to avail the benefit of exemption under the customs notification no. 25/2005-Cus dated March 1, 2005 as mentioned at at point D(2) above, has been issued upon Mr. Ravi B Goyal also as a Managing Director of our Company. The matter is still pending before the Commissioner of Customs, Seaport-Import, Nhava Sheva. 2. Complaint against Independent Director: Mr. Jayesh Parmar, an Independent Director of our Company, is also one of the partner of M/s Kanu Doshi & Associates. Assistant Registrar of Companies, West Bengal has filed following Criminal Cases under section 233 of the Companies Act againt Mr. Jayesh Parmar in his capacity as the one partner of Kanu Doshi & Associates for the allged irregularities in certain Balance Sheets of M/s Binanni Cement for which Kanu Doshi & Associates is the auditor:

Serial No.

Criminal Case Judicial Forum

1. Criminal Case No. C/14592 Chief Metropolitan Magistrate at Kolkata 2. Criminal Case No. C/14593 Chief Metropolitan Magistrate at Kolkata

3. Criminal Case No. C/14594 Chief Metropolitan Magistrate at Kolkata

4. Criminal Case No. C/14595 Chief Metropolitan Magistrate at Kolkata

5. Criminal Case No. C/14596 Chief Metropolitan Magistrate at Kolkata The matter is pending for hearing.


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I. Litigations by and against our Group Companies Labour Disputes against Instrumental Research Associates Pvt. Ltd. 1. Dispute raised by Karnataka Worker Union before the Second Additional Labour Court

The Karnataka Workers Union has filed a petition PTN/CR/No. 2/2010 before the Labour and Conciliation officer at Banglore alleging that in the guise of lock out the management refused employment to 29 employees w.e.f. 31st Ocrober 2009 which is pending before Second Additional Labour Court at Banglore is coming up on 20th September 2009 for filing claim statement on behalf of the Union.

2. Dispute raised by Karnataka Worker Union before the Labour and Conciliation Officer:

Dispute has been raised by the Karnataka Workers Union with regard to layoff is pending before the Labour and Conciliation Officer Division-5 at Banglore (IDA/SR/No.1/2010-11). Objection statement has been filed by the the management of Instrumental Research Associates Pvt. Ltd. The matter is pending.

3. Dispute raised by Karnataka Worker Union before Deputy Labour Commissioner:

An application has been filed the Karnataka Workers Union (IAA/CR/50/2009) before the Deputy Labour Commissioner Division-2 at Banglore alleging that the management has not paid 2 months wages and bonus for the period 2008-2009 to the employees claiming for an amount of Rs. 3,74,350. The union has also requested the Deputy Labour Commissioner Devision - 2 to issue recovery certificate under section 33 (C)(1) of the Industrial Disputes Act. The matter is pending.

4. Notice issued by Labour Officer and Mediator:

Notice dated 4th November 2009 has been issued by Labour Officer and Mediator to M/s Instrument Research Associates Pvt. Ltd. and Karnataka Workers Union asking them to appear before it on 11th November 2009 with the documents. The said notice is issued in view of the complaint given by Karnataka Welfare Workers Union with respect to illegal layoff of 100 employees by Instrument Research Associates Pvt. Ltd. and the Complaint given by the Instrument Research Associates Pvt. Ltd with respect to illegal strike carried out by some of the employees.

Injunction Suit against the Karnataka Workers Union Injunction Suit No. O.S. 957/2009 has been filed by Instrumental Research Associates Pvt. Ltd before the Principal Civil Judge (Jr.Dn) against the Karnataka Workers Union and its members when the workers went on strike from obstructing the Instrumental Research Associates Pvt. Ltd. or vehicles, lorries or anyone carrying raw materials, finished goods or other materials from entering into and leaving the premises mentioned in the suit, and also restraining the union and its members from assesmling or picketing etc. Ad-interim ex-parte order has been passed against the union. Matter is still pending. There are no pending proceedings initiated for economic offences against the Promoter, Promoter Group and the Group Companies. Other than those disclosed above, our Company is not involved in: 1. Litigation involving criminal offences. 2. Litigation/Disputes involving securities related offences, including penalties imposed by SEBI or any

other securities market regulator in India or abroad.


233

3. Litigation involving statutory and other offences, including penalties imposed by any regulatory authority in India or abroad (present or past).

4. Litigation involving civil and economic offences. 5. Litigation in the nature of winding up petitions/ liquidation/ bankruptcy / closure filed by / against

our Company.

Non-payment of statutory dues or dues to Banks / Institutions: Nil Overdue interest/ principal as on current date: Nil Prosecution under Schedule XIII to the Companies Act, 1956: Nil There have been no defaults and there are no over-dues in respect of bonds, debentures and fixed deposits (placed through public or private placement) and arrears in respect of cumulative preference shares or any other liabilities as on current date. Further, there are no litigation/disputes/penalties or any proceedings known to be contemplated by government authorities. Our Company does not owe any sum exceeding Rs. 1 Lacs outstanding for more than 30 days to small scale undertakings or any other creditors. There are no litigations against any other company whose outcome could have materially adverse effect on the position of our Company. Other than those disclosed above, there are no pending litigations in which our Promoter is involved. No defaults have been made to the financial institutions/ banks and non-payment of statutory dues by our Promoter and the companies/ firms promoted by them. Further, there are no cases of pending litigations, defaults, etc. in respect of companies/ firms/ ventures with which our Promoter were associated in the past but are no longer associated. Further, there are no litigations against our Promoter involving violation of statutory regulations or alleging criminal offence. There are no pending litigations, defaults, non payment of statutory dues, proceedings initiated for economic offences/ civil offences (including the past cases). Further, no disciplinary action was taken by the SEBI/ stock exchanges against the Promoter and his other business ventures (irrespective of the fact whether they are companies under the same management with our Company as per section 370 (1B) of the Companies Act, 1956).


234

GOVERNMENT/STATUTORY AND BUSINESS APPROVALS

On the basis of the indicative list of approvals below, we are permitted to carry on business activities. It must be understood that, in granting these licenses, the government authorities do not take any responsibility for our Company’s financial soundness or for the correctness of any of the statements made or opinion expressed in this behalf. (i) The list of approvals obtained by our Company to carry out the business activities: Sr. No.

Details of licenses/ approvals

Issuing authority Registration number Date of issue

Date of expiry

INCORPORATION

1. Certificate of incorporation in the name of AGS Infotech Private Limited.

Registrar of Companies, Maharashtra

U 72200 MH 2002 PTC 138213

December 11, 2002

-

2. Fresh Certificate of incorporation consequent to change of name to AGS Transact Technologies Private Limited


U 72200 MH 2002 PTC 138213

June 3, 2010 -

3. Fresh Certificate of incorporation consequent to conversion from private limited company to a public limited company in the name of AGS Transact Technologies Limited


U 72200 MH 2002 PLC 138213

July 20, 2010

-

4. Registration certificate under the Bombay Shops and Establishment Act, 1948 in the name of AGS Infotech Private Limited for premises situated at 605/606 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Rd, Mumbai 400013 having 90 employees in the establishment.

Inspector of the Bombay Shops and Establishment Act, 1948

GS012123 March 9, 2006

December 31, 2010

5. Certificate of Importer Exporter Code issued to our Company in the name of AGS Infotech Private Limited for the following premises; (a) Plot No. 37, Silver Industrial Estate, Bhimpore, Daman, (b) Part A, Survey No. 172/3, 173/3 & 173/4, ground floor, Atiawad, near temple packaging, Dabhel, Daman, (c) C-9A, Industrial Estate, Thattanchavadi, Pondicherry, and (d)

Foreign Trade

Development

Officer

0303001526 April 8,

2003

-


235

Sr. No.



Date of expiry

CMPSC Complex, Kalamboli, Maharashtra. In case of change of name/ address or constitution of the IEC holder, the IEC holder shall cease to be eligible to import or export against the IEC after expiry of 60 days from the date of such a change unless in the meantime the consequential changes are effected in the IEC by the concerned authority.

TAX

6. Permanent Account Number (PAN) issued under the Income Tax Act, 1961 in the name of AGS Infotech Private Limited. Any change in information of the Company shall have to be intimated to the authorities for updating their records.

Income Tax Officer Ward 6(1) (1), Mumbai

AAECA0901H February 20, 2003

-

7. Tax Deduction Account Number (TAN) issued under the Income Tax Act, 1961 in name of AGS Infotech Private Limited having premises at 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Rd, Mumbai 400013.

Deputy Commissioner of Income Tax, Mumbai

MUMA18573C -

8. Certificate of registration issued under section 16 of the Maharashtra Value Added Tax Act, 2002 for acting as reseller, manufacturer, wholesaler, in the name of AGS Infotech Private Limited having premises situated at 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Rd, Lower Parel, Mumbai 400013.

Registration officer, Sales Tax department, Maharashtra

TIN: 27650004101 V April 1, 2006

-

9. Certificate of registration issued under the Central Sales Tax (Registration and

Registration officer, Sales Tax department,

TIN: 27650004101 C April 1, 2006

-


236

Sr. No.



Date of expiry

Turnover) Rules, 1957 in the name of AGS Infotech Private Limited having premises situated at 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Rd, Lower Parel, Mumbai 400013 for carrying on the business of reseller and wholesaler for BT tint master machine, ATM machine, manual dispenser machine, POS systems machines, other plant and machinery.

Maharashtra

10. Certificate of registration issued under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 in the name of AGS Infotech Private Limited having premises at 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Rd, Mumbai 400013.

Sales tax officer, registration branch

PT/R/1/1/27/18633 March 22, 2004

-

11. Allotment of service tax code issued in the name of AGS Infotech Private Limited having premises at 601/602 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013 for providing services, (a) consulting engineer, (b) maintenance or repair service.

Deputy Commissioner of Service Tax

AAECA0901HST002 January 10, 2006

-

12. Value Added Tax Registration certificate and under the Karnataka VValue Added Tax Act, 2003 and the Central Sales Tax Act, 1956 issued to our Company for their office in Bangalore at 140 Building No. 8, Hoody Rajpalya, Whitefield road, mahadevpura, Bangalore 560048.

Assistant Commissioner or Commercial Taxes

TIN: 29610373660 April 1, 2005

-


237

Sr. No.



Date of expiry

13. Certificate of enrolment under the Karnataka Tax on Profession, Trades, Calling and Employments Act, 1976 for their office at 140 Building No. 8, Hoody Rajpalya, Whitefield road, mahadevpura, Bangalore 560048

Assistant Commissioner of Professions Taxes

29610373660 April 1, 2005

-

14. Central Excise registration obtained by our Company for their premises at Srv No. 172/3, 173/3, 173/4, Part A, ground floor, Village Dabhel, Daman for the purpose of manufacturing excisable goods. (a)The registration shall not be valid in case the constitution of the management of the firm undergoes change(s). (b) registration is valid for the premises and purposes specified in the application; (c)registration certificate shall remain valid unless request for any correction/ change is applied for and the same is acknowledged; (d) registration is valid till registrant carries on the activities for which it has been issued or surrenders it or till it is revoked or suspended; (e) without prejudice this certificate remains irrespective of any third party right on the registered premises.

Deputy Commissioner of Central Excise, Division North Daman

AAECA0901HXM002 July 27, 2006

-

15. Form RC for the Central Excise Registration Certificate for approval of change of name to AGS Transact Technologies Limited

Assistant Comissioner Central Excise and Customs

- August 30, 2010

-

16. Form S.T. IV in the name of AGS Infotech Private Limited for amendment to the Certificate of Registration obtained under the Goa, Daman and Diu Sales Tax Act for the sale of ATM ATS Banking

Assistant Sales Tax Officer, Daman ward

DA/6976 February 21, 2007 w.e.f June 15, 2003

-


238

Sr. No.



Date of expiry

Automation, Dispensing Pump, Colorants, Computer Electronic Equipments and products, which was in effect from June 5, 2003 to be made effective from 15th June 2003 until cancelled. Any change in name, address and ownership of the Company shall have to be intimated within 30 days to the authority for amending the registration certificate.

17. Form DVAT 08 under Daman and Diu Value Added Tax Rules, 2005 for amending existing registration obtained by our Company for their plot situated at Plot No. 37, Silver Industrial Estate, Bhimpore, Nani Daman to include additional place of business being, Srv No. 172/3, 173/3, 173/4, Part A, ground floor, Village Dabhel, Daman

Assistant Value Added Tax Officer

TIN No.: 25000006976 May 18, 2006 with effect from April 10, 2006

-

18. Certificate of registration issued to our Company for premises at plot no. 37, Silver Industrial Estate, Bhimpore, Nani, Daman under the Central Sales Tax Act, 1956 to act as dealer, manufacturer, distributor of ATM, ATS Banking Automation, Dispensing Pump, Colorants, Computer, Electronic Equipment and products. Form B for amendment to registration certificate no DA/(CST)/ 6417 issued to our Company for changing effective date of the registration certificate to June 15, 2003 and shall be valid until cancelled.

Assistant Sales Tax Officer Assistant Sales Tax Officer

DA(CST)/ 6417

June 11, 2003 w.e.f June 5, 2003

February 21, 2007

-

19. Form B under the Central Assistant Value DA/CST/6417 June 15, -


239

Sr. No.



Date of expiry

Sales Tax (Registration & Turnover) Rules, 1957 provided to our Company for amending the original registration certificate for including additional manufacturing item for sale being retail automation system, banking automation system, self service terminal, kiosk, cash dispenser, cheque deposit machine & cheque scanner machine in our Company’s factory at Srv No. 172/3, 173/3, 173/4, Part A, ground floor, Village Dabhel, Daman.

Added Tax Officer

2009 with effect from June 12, 2009.

20. Registration under the Bengal Finance (Sales Tax) Act, 1941/Central Sales Tax Act, 1956/West Bengal Sales Tax Act, 1954 obtained by our Company for their premises 137 Santoshpur Avenue, 1st floor, P.S. Purba Jadavpur, Kolkata for the purpose of distributor and importer and resale of ATM machines 7 accessories.

Joint Commissioner Sales Tax, Baraipur Charge

VAT No. 19616105040, Central No. 19616105040

June 3, 2009 -

21. Certificate of enrolment issued to our Company for its premises at 137 Santoshpur Avenue, 1st floor, P.S. Purba Jadavpur, Kolkata under the West Bengal State Tax on Professions, Trades, Callings & Employment Act, 1979.

Professions Tax Officer, West Bengal

EWC/ 1527120 February 17, 2009

-

22. Value Added Tax Registration under the Puducherry Value Added Tax Act 2007 obtained by our Company for their premises situated at No. C-85A, PIPDC Industrial Estate, Methupalayalam, Puducherry.

Deputy Commissioner Tax Officer, Commercial Sales Tax Department, Puducherry.

TIN: 34700001921 January 11, 2008

-

23. Certificate of Registration (Central) obtained by our Company for heir premises

Deputy Commissioner Tax Officer,

34700001921 June 22, 2005

-


240

Sr. No.



Date of expiry

at No. C-85A, PIPDC Industrial Estate, Methupalayalam, Puducherry for the purpose of redistribution of Automated Teller Machine, Cash dispenser, IT Products, Computer and Peripherals, Electronics and Electrical Products, Kiosks.

Pondicherry

24. Certificate of Registration under the Tamil Nadu Value Added Tax Act, 2006 obtained by ourCompany for premises at No. 14/33, 3-C, K.B. Nagar, 1st Main Road, Adyar, Chennai.

Assistant Commissioner, Adyar, Chennai

TIN: 33440963690 June 26, 2009

-

25. Certificate of Registration under the Central Sales Tax Act for premises at No. 14/33, 3-C, K.B. Nagar, 1st Main Road, Adyar, Chennai for sale of electrical, electronic, IT products, BT tint master machine, manual dispenser machine, POS systems machine, machinery and tools.

Assistant Commissioner, Adyar, Chennai

TIN: 33440963690 June 26, 2009 with effect from June 5, 2009

-

26. Certificate of registration issued to our Company under the Kerela Value Added Tax Act for their premises at 37/467, G.F. Subhivihar, Temple Road, Cochin for sale of Automated teller machine, parts, cash dispenser, electronic & electrical items, electrical equipment, computers, payment terminals, kiosks.

Commercial Tax officer

TIN: 32071120975C December 30, 2008

-

LABOUR

27. Employee Provident Fund Code issued under the Employees Provident Funds and Miscellaneous Provisions Act, 1952

Office of the regional provident fund commissioner, Maharashtra

M.H/BAN/48394 August 31, 2006

-

28. Registration certificate of establishment under the Bombay Shops and Establishment Act, 1948 issued to AGS Infotech

Surat Municipal

Corporation

CZ/S/2/270337 June 22,

2010

December 31, 2010


241

Sr. No.



Date of expiry

Private Limited for establishment situated at RA/5174 Parap, World Trade Centre, Ring road, Surat.

29. Trade License issued to the Company for premises at 492 Santoshpur Avenue, Kolkata

Kolkata

Municipal

Corporation

002776140035 February

24, 2010

March 2011

30. Registration certificate under the Orissa Shops & Commercial Establishment Act, 1956 and rules made thereunder issued to AGS Infotech Private Limited for establishment situated at Plot No. C-449, Abhinav Bidanasi, Market Nagar, Cuttack 753014.

Inspector of

Shops and

Commercial

Establishment

II- 1595 April 2,

2010

December 31, 2010

31. Registration certificate under U.P. Shops and Commercial Establishment Act, 1962 issued to AGS Infotech Private Limited for establishment situated at 14-15, 1st floor, Hari Tower, 4A Meerabai Marg- Lucknow.

Inspector of

Shops and

Commercial

Establishment

5/0003 June 11,

2010

March 31, 2015

32. Registration certificate under the Rajasthan Shops and Commercial Establishment Act 1958 issued to AGS Infotech Private Limited for establishment situated at 2nd floor, Shop No. 3, Tirupati Tower, Yatipura Circle, Jaipur.

Inspector of

shops and

commercial

establishment

S.H.71/R/1410/page

162/ 2010

June 16,

2010 w.e.f

February 1,

2010

December 31, 2010

33. Registration certificate to AGS Infotech Private Limited for establishment situated at U.G. 16, Johari Palace, Ground floor, 51 M.G. Road, Indore.

Licensing Officer 28999/062010/15404 June 16,

2010 w.e.f

April 1,

2010

March 31, 2011

34. Registration certificate of establishment under the Delhi Shops and Establishment Act, 1954 issued to AGS Infotech Private Limited for their establishment at 701/702, Vishwa Sadan, District Centre, Janakpuri, New

Department of

Labour

2010016898 June 2, 2010 December 31, 2010


242

Sr. No.



Date of expiry

Delhi 110058.

35. Registration certificate for establishment under the Bombay Shops and Establishment Act, 1948 issued to AGS Infotech Private Limited for their establishment at SF/206, Urja Avenue, opp. Mahadev Mandir, Gandhinagar Highway, Motera Ahmedabad.

Shops and

establishment

inspector

PII/MOT/01/0000019 June 16,

2010

December 31, 2010

36. Registration certificate under the Punjab Shops and Commercial Establishment Act, 1958 issued to AGS Infotech Private Limited for their establishment situated at 95, The Mall, Bijli Ghar Wali Gali, Amritsar.

Inspector of

Shops and

Commercial

Establishment

ASR/4/10/24/348 May 27,

2010

March 31, 2011

37. Registration certificate under the Bombay Shops and Establishment Act, 1948 issued to AGS Infotech Private Limited for their establishment situated at 3rd floor, 308 Sahil Arcade, J.M. Road, Shivajinagar, Pune.

Inspector of

Shops and

Commercial

Establishment

Shivaji/II/34982 June 21,

2010

December 31, 2012

38. Trade License Certificate issued to AGS Infotech Private Limited for their office at Samskruti Chambers, 3rd floor, 103 K.H. road, Bangalore

Commissioner,

Bruhat Bangalore

Mahanagara

Palike

02/10-11 June 23,

2006

March 31, 2011

39. Registration certificate under the Bihar Shops and Establishment Act, 1953 issued to AGS Infotech Private Limited for the office premises situated at 2781/1/301 Kankarbagh, Patna.

Inspector of

shops and

establishment

P.T.68188 July 1, 2010 -

MANUFACTURING AND ENVIRONMENTAL

40. Consent letter to operate

factory at Sr. No. 172/3,

173/3, 174/4, Part A

Ground floor, Dabhel,

Daman as white category

industry for assembling of

ATM, ATS, banking

automation, dispensing

Member

Secretary,

Pollution Control

Committee,

Daman & Diu

and Dadra &

Nagar Haveli,

Silvassa/ Daman.

Consent Order No:

PCC/DDD/WH-

2495/WA/BP/06-07/3322

March 18,

2010

February 28, 2011


243

Sr. No.



Date of expiry

pump, colorants,

computers, electronic

equipments and products,

annual maintenance

services- 5000 nos per

annum.

Other important terms and

conditions:

(a) the unit shall not

undertake any such

process that may generate

effluents;

(b) no seepage outside the

premises should be seen at

any time;

(c) the unit will not establish

any instalments that

discharge emission/

fugitive effluent;

(d) there shall no generation

of solid/ hazardous waste

which will contribute any

type of pollution directly

or indirectly.

(e) There shall not be usage of

any hazardous chemicals/

waste/ processes.

(f) Utmost care to be taken to

avoid spillages and

leakages during material

handling in order to

maintain the good

housekeeping;

(g) An inspection shall be

maintained and furnished

to the inspecting officer

when required;

(h) The company shall raise a

plantation (broad leaved

trees) at the minimum

rate of 1000 trees per acre;

(i) The company shall make a

separate application for

obtaining consent for

operation under the Water


244

Sr. No.



Date of expiry

(Prevention & Control of

Pollution) Act, 1974

before 30 days of expiry of

validity period of consent.

41. License to work a factory

granted to our Company for

factory situated at Srv No.

172/3, 173/3, 173/4, Part A,

ground floor, Village

Dabhel, Daman and not

employing more than 20

persons on any one day and

shall not use motive power

not exceeding 10 H.P subject

to the provisions of the

Factories Act, 1948. The

registration has been

obtained for the factory

which is engaged in the

manufacture of ATM, ATS,

Banking Automation,

Dispensing Pump,

Colonant, Computer,

Electricals and Electronic

Articles.

Chief Inspector

of Factories,

Daman

2816 June 26,

2006

December 31, 2010

OTHERS

42. Quality Standard Certificate

issued to our Company for

assembly, supply,

installation and after sales,

service of automated teller

machine, cash dispensers,

outdoor payment terminals,

thin client terminals, kiosks,

self service terminals, pos

terminals, colour

dispensers, computer

systems & productivity

enhancement products for

locations at (a) 601/602

Trade World B Wing, (b)

factory facility at Daman, (c)

TTC industrial estate

Mhape, Navi Mumbai (d) C-

85 Industrial Estate at

Management

Systems

Certification

Body

c Q- 3633/ 09 c May 18,

2009

May 2012


245

Sr. No.



Date of expiry

Pondicherry.

43. Authorised Service Partner

Certificate issued to our

Company by Wincor

Nixdorf India for banking

products ATM/ CD/

Kiosk’s for total install base

of 7653 nos.

Wincor Nixdorf-

Service Division,

Wincor India

Certificate No. IN-AGS-02 April 1,

2010

March 31, 2011

44. Authorised Service Partner

Certificate issued to our

Company by Wincor

Nixdorf India for Retail POS

Products for total install

base of 10417 nos.

Wincor Nixdorf-

Service Division,

Wincor India

Certificate No. IN-AGS-02 April 1,

2010

March 31, 2011

45. ISO 9001:2000 Certification

issued to our Company for

their locations at; (a) 601-602

Trade World, B Wing,

Kamala Mills, Lower Parel,

Mumbai; (b) 172/3,173/3,

173/4, Part A, ground floor,

Dabhel, Daman; (c) Plot No.

EL TTC Industrial Area,

Mhape; (d) C-85, A, PIPDIC

Industrial Estate,

Pondicherry

QS Cert

Management

Systems

Certification

Body.

cQ- 3633/09c May 18,

2009

May 2012

B. PENDING APPROVALS

Sl. No Nature of the Approval

Details of the application

Issuing Authority Details of the license / approval

a) PAN Intimation to the PAN authority for change in name of our Company to AGS Transact Technologies Limited.

Income Tax Department

Our Company has received an acknowledgement copy from the authority on September 2, 2010 from the department. We are awaiting copy of the renewed PAN.

b) Intimation for change of name of our Company to AGS Transact Technologies Limited

Intimation letter dated September 4, 2010

Commissioner of Sales Tax, Mumbai.

Awaiting amended certificate refecting new name of our Company


246

C. APPLICATIONS YET TO BE MADE

1. Registration certificate under the Bombay Shops and Establishment Act, 1948 in the name of AGS Infotech Private Limited for premises situated at 603 B Wing, Trade World, Kamala Mills Compound, Senapati Bapat Rd, Mumbai 400013.

2. Certificate of registration issued under the State Tax on Professions, Trades, Callings and Employments Act for premises in the States of Tamil Nadu (Chennai); Kerela (Cochin); Bihar and Uttar Pradesh.

3. Registration under the Employees State Insurance Act, 1948 for our assembling unit at Daman. 4. Consent letter from the Daman Pollution Control Board under Section 25 of the Water(Prevention

& Control of Pollution) Act 1974 and Section 21 of the Air (Prevention and Control of Pollution) Act 1981.

5. Shops and Establishment registration under the State Acts for the following office premises:

• Premises at Unit No. 603, Trade World B Wing, Kamala Mills, Lower Parel, Mumbai; • Premises at Unit No. 19/ 20 and 21 at Mhape

• Premises at TTC Industrial Area, Mhape • Premises at Kasturibai Nagar, Adyar, Chennai, • Premises at Temple road, Kadavanthara, Cochin,

• Premises at Ratan Lal Nagar, Kanpur • Premises at Beltola, Guwahati • Premises at Hyderabad, Andhra Pradsh.

D. INTELLECTUAL PROPERTY RELATED APPROVALS 1. Patents We do not have any registered patents. 2. Trademarks We have obtained the following trademark registrations.

Sr. No. Particulars of Mark

Word/ Logo Mark

Registration No

Date Class Status Validity

1. Kisan ATM Label 1547507 April 9, 2007

16 Registered Valid till April 8, 2017

2. Kisan ATM Logo 1480247 August 21, 2006

6 Registered Valid till August 20, 2016





5. Kashier Label 1547508 April 9, 2007

16 Registered Valid till April 8, 2017

6. India Transact Label 1479513 August 17, 2006


Our Company has made applications for certain trademarks which are pending as on date, the details of which are as follows:


247

Sr. No. Particulars of Mark Word/ Logo Mark

Application No

Date of filing

Class Status

1. Kisan ATM Label 1547506 April 9, 2007

6 Opposed by V.S. Exim (P) Ltd. bearing

Opposition no. 733364

2. Serviced by AGS Label 1871329 October 8, 2009

41 Application submitted but not advertised

3. Kashier Label 1547509 April 9, 2007

36 Advertised

4. India Transacr Label 1479514 August 17, 2006

16 Advertised



















A. License of Use of Service and Trademarks Agreement dated September 15, 2010 and Addendum Agreement dated September 21, 2010 have been executed between our Mr. Ravi B. Goyal and our Company (“License Agreement”) whereby Mr. Ravi B. Goyal has given license to our Company (its successors and assigns) to use certain trade marks which are registered in his name and for those trade marks for which application for registration has been made in the name of Mr. Ravi B. Goyal. For further details on the License Agreement please see section “History and other Corporate Matters” beginning on page 111 of this DRHP. (a) Registered trademarks licensed under the License Agreement which are used by our Company are as follows: Sr. No. Particulars

of Mark Word/ Logo Mark

Applicant Registration No.

Date Class Validity

1. AGS Word Mr. Ravi B. Goyal

689536 December 7, 1995

9 Valid till December 6, 2015

2. AGS Logo Mr. Ravi B. Goyal

1748011 October 24, 2008

21 Valid till October 24, 2018

3. AGS Label Mr. Ravi B. Goyal

1748012 October 24, 2008


4. AGS Device Mr. Ravi 1748013 October 24, 7 Valid till October


248


Word/ Logo Mark


Date Class Validity

Mark B. Goyal 2008 24, 2018 5. AGS Device

Mark Mr. Ravi B. Goyal

1748014 October 24, 2008


6. AGS Logo (Device)

Mr. Ravi B. Goyal

1748015 October 24, 2008



1748008 October 24, 2008



1748009 October 24, 2008


9. AGS Device Mr. Ravi B. Goyal

1748024 October 24, 2008



1748023 October 24, 2008



1748021 October 24, 2008



1748020 October 24, 2008



1748018 October 24, 2008



1748017 October 24, 2008



1727855 September 2, 2008

2 Valid till September 2, 2018


1727859 September 2, 2008



1727860 September 2, 2008


18. Handy Device Mr. Ravi B. Goyal

1757223 November 24, 2008

9 Valid till November 24, 2018

19. AGS Handy

Label Mr. Ravi B. Goyal

1757222 November 24, 2008



1757221 November 24, 2008


21. AGS Handybook

Word Mr. Ravi B. Goyal

1757218 November 24, 2008


22. Handybook Device Mr. Ravi B. Goyal

1757217 November 24, 2008


23. Y Label Mr. Ravi B. Goyal

1757225 November 24, 2008


24. Handy Label Mr. Ravi B. Goyal

1757226 November 24, 2008



1748010 October 24, 2008



249


Word/ Logo Mark


Date Class Validity


1748019 October 24, 2008



1727856 September 2, 2008



1727857 September 2, 2008


(a) The trademarks licensed to our Company under the License Agreement which are not registered

but application has been made for the same before the appropriate authority are as follows:

No. Particulars of Mark

Word/ Logo Mark

Application No.

Date of filing

Class Status

1. AGS Device 1748025 October 24, 2008

1 Advertised

2. AGS Device 1748022 October 24, 2008

7 Advertised

3. AGS Logo (Device)

1748016 October 24, 2008

1 Advertised

4. AGS Word 1727854 September 2, 2008

1 Advertised


16 Advertised


36 Advertised


42 Advertised

8. AGS Handyman

Word 1757220 November 24, 2008

9 Advertised

9. Handyman Word 1757219 November 24, 2008

9 Advertised

10. Y Label 1757224 November 24, 2008

9 Advertised

11. AGS Handy Label 1757227 November 24, 2008

35 Advertised

12. AGS Handy Word 1757228 November 24, 2008

35 Advertised

13. AGS Handyman


35 Advertised

14. Handyman Word 1757230 November 24, 2008

35 Advertised

15. AGS Handybook


35 Advertised

16. Handybook Label 1757232 November 24, 2008

35 Advertised

17. AGS Endura Word 1827724 June 10, 2009




19. AGS Endura Word 1827725 June 10, 41 Application submitted but


250

No. Particulars of Mark

Word/ Logo Mark

Application No.

Date of filing

Class Status

2009 not advertised



21. AGS Primus Word 1827726 June 10, 2009








25. AGS Endura Label 1842102 July 21, 2009

9 New application







29. AGS Primus

Label 1842100 July 21, 2009


30. AGS Primus

Label 1842097 July 21, 2009


31. AGS Primus

Label 1842095 July 21, 2009


32. AGS Primus

Label 1842096 July 21, 2009


33. AGS Infotech

Word 1907227 January 11, 2010


34. AGS Infotech

Word 1907236 January 11, 2010


35. AGS Infotech

Word 1907226 January 11, 2010


36. AGS Infotech

Word 1907228 January 11, 2010


37. AGS Infotech

Word 1907229 January 11, 2010


38. AGS Infotech

Word 1907230 January 11, 2010


39. AGS Infotech

Word 1907232 January 11, 2010


40. AGS Infotech

Word 1907231 January 11, 2010


41. AGS Infotech

Word 1907233 January 11, 2010


42. AGS Infotech

Word 1907234 January 11, 2010


43. AGS Infotech

Word 1907235 January 11, 2010



251

Under the License Agreement our Promoter has licensed the use of certain copyrights to our Company the applications for which has been made by our Promoter. The copyrights are as follows: 1. Y (logo) bearing application number CC/21593/5465 2. AGS (logo) bearing application number CC/20869/4737 3. AGS (logo) bearing application number CC/23437/1110 3. Copyrights

Our Company has filed form TM-60 with the registrar of the trade marks with respect to five different logos of our Company to search and ascertain if any trade mark resembles with the artistic work of our Company’s logos. The four applications of our Company has been objected due to resemblance with the other trade marks. The artistic work of one logo received no-objection certificate from the registrar of trademarks. We have filed the necessary documents with the registrar of the copyrights for the registration of one such artistic work.

4. Designs

Our Company does not have any registered designs protected under the provisions of the Designs Act, 2000.

5. Domain Names

Our Company has the following domain names:

a. www.agsindia.com b. www.asgpms.com c. www.agsinfotech.com d. www.agsworld2010.com e. www.ags-world.com f. www.agsonlinestore.com g. www.agshelpdesk.com h. www.agshrms.com

These domain names are registered in the name of AGS group of companies.


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SECTION VII

OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The Board has, pursuant to a circular resolution dated September 16, 2010 authorized the Issue, subject to the approval by the shareholders of our Company under Section 81(1A) of the Companies Act. The shareholders of our Company have authorized the Issue by a special resolution in accordance with Section 81(1A) of the Companies Act, passed at the AGM of our Company held on September 20, 2010. Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant to letters dated [●] and [●] respectively. [●] is the Designated Stock Exchange for the purpose of the Issue. Prohibition by SEBI We confirm that neither (i) our Company, its Subsidiaries, the Promoter, Promoter Group, persons in control of our Company or the Group Companies; nor (ii) companies with which any of the Promoter, the Directors, persons in control of our Company or any natural person behind the Promoter are or were associated as a promoter, director or person in control, are debarred or have been prohibited from accessing the capital markets under any order or direction passed by the SEBI or any other authority. There has been no action taken by the SEBI against the Directors or any other entity with which our Directors are associated as promoters or directors. Neither our Company, nor our Promoter, Promoter Group, Group Companies, or Directors have been declared as wilful defaulters by the RBI or any other governmental authority. There are no violations of securities laws committed by them in the past or pending against them. Except for Mr. T. S. Bhattacharya, none of the Directors of our Company are associated with any entities which are engaged in securities market related business and/or are registered with SEBI. Prohibition by RBI Our Company, its Directors, its Promoter, relatives of the Promoter (as defined under the Companies Act) and Group Companies have not been declared as wilful defaulter by RBI or any other government authority and there have been no violation of securities laws committed by them in the past or no such proceeding are pending against our Company or them. Eligibility for the Issue The Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI Regulations as explained under the eligibility criteria calculated in accordance with standalone financial statements under Indian GAAP:

� The Company has net tangible assets of at least Rs. 300 Lacs in each of the preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets;

� The Company has a track record of distributable profits in accordance with Section 205 of the Companies Act, for at least three out of the immediately preceding five years;

� The Company has a net worth of at least Rs. 100 Lacs in each of the three preceding full years (of 12 months each);

� The aggregate of the proposed Issue and all previous issues made in the same financial years in terms of the issue size is not expected to exceed five times the pre-Issue net worth of the Company; and

� The Company name was changed from “AGS Infotech Private Limited” to “AGS Transact Technologies Private Limited” on June 03, 2010 and subsequently to “AGS Transact Technologies Limited” upon conversion to public limited company on July 20, 2010. The change of name is in line with the business


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activities of the Company and the revenues for fiscal year 2010 has been earned by the Company from the activity indicated by the change of name.

The Company’s net profit, dividend, net worth, net tangible assets and monetary assets derived from the financial information included in this Draft Red Herring Prospectus as at, and for the last five years ended Fiscal 2010 are set forth below:

(Rs. in Lacs)

Particulars Fiscal Years

2010 2009 2008 2007 2006

Distributable Profits(1) 2,031.28 1,620.97 1,319.54 773.74 445.91

Networth(2) 7,133.88 5,100.13 3,478.67 2,158.65 1,384.43

Net Tangible Assets(3) 19,331.50 15,165.45 8,944.18 6,886.82 2,742.73 Monetary Assets(4) 12.06 42.93 399.21 84.32 (0.67)

Monetary Assets as a % of the Net Tangible Assets

0.06% 0.28% 4.46% 1.22% -0.02%

(1) Distributable profits’ have been defined in terms of Section 205 of the Companies Act. (2) ‘Net worth’ has been defined as the aggregate of equity share capital and reserves, excluding preference share redemption reserve and miscellaneous expenditures, if any. (3) ‘Net tangible assets’ means the sum of all net assets of the Company excluding intangible assets as defined in Accounting Standard 26 notified by the Government of India under Companies (Accounting Standards) Rules, 2006. (4) Monetary assets comprise of cash and bank balances and public deposit accounts with the Government. Further, in accordance with Regulation 26(4) of the SEBI Regulations, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will be allotted will be not less than 1,000; otherwise the entire application money will be refunded forthwith. If such application money is not repaid within eight days after our Company becomes liable to repay it (i.e., from the date of refusal or within 15 days from the Bid Closing Date, whichever is earlier), our Company will, on and from the expiry of eight days, be liable to repay such application money with interest thereon at the rate of 15.0% p.a., as prescribed under Section 73 of the Companies Act.. Further, the Issue is subject to the fulfilment of the following conditions as required by Rule 19(2) (b) of the SCRR (which was in existence as of the date of filing of the Draft Red Herring Prospectus):

• A minimum of 2,000,000 Equity Shares (excluding reservations, firm allotments and promoter contribution) are offered to the public;

• The Issue size, which is the Issue Price multiplied by the number of Equity Shares offered to the public, is a

minimum of Rs. 10,000 Lacs; and

• The Issue is made through the Book Building Process with allocation of up to 60.0% of the Issue size to QIBs as specified by the SEBI.

Disclaimer Clause of SEBI "IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKERS, AVENDUS CAPITAL PRIVATE LIMITED AND YES BANK LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE


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OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKERS AVENDUS CAPITAL PRIVATE LIMITED AND YES BANK LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 22, 2010 WHICH READS AS FOLLOWS: (1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE;

(2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS

DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; (B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

(3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT

RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

(4) WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO

FULFIL THEIR UNDERWRITING COMMITMENTS. (5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTER HAS BEEN OBTAINED FOR

INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

(6) WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH


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RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.

(7) WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D)

OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. – NOT APPLICABLE

(8) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE

BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

(9) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE

MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION.

(10) WE CERTIFY THAT SINCE THE PROPOSED ISSUE SIZE IS MORE THAN RS.10 CRORES, THE

PROVISION RELATING TO OPTION TO THE INVESTORS TO GET THE SHARES IN PHYSICAL MODE IS NOT APPLICABLE IN TERMS OF SECTION 68B OF THE COMPANIES ACT, 1956.

(11) WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES

AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

(12) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED

HERRING PROSPECTUS/ DRAFT PROSPECTUS/ DRAFT LETTER OF OFFER: (A) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY

ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND

(B) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

(13) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT

IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

(14) WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN

EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE


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ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE ,ETC.

(15) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE

APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY 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 LEAD MERCHANT BANKER ANY IRREGULARITIES OR LAPSES IN OFFER DOCUMENT." Our Promoter Mr. Ravi B. Goyal confirms that no information/material likely to have a bearing on the decision of investors in respect of the shares offered in terms of this Draft Red Herring Prospectus has been suppressed withheld and / or incorporated in the manner that would amount to mis-statement/misrepresentation and in the event of its transpiring at any point in time till allotment/refund, as the case may be, that any information/material has been suppressed/withheld and/ or amounts to a mis-statement/ misrepresentation, our Promoter and Directors undertake to refund the entire application monies to all subscribers within 7 days thereafter without prejudice to the provisions of section 63 of the Act. Caution- Disclaimer from our Company and BRLMs Our Company, the Directors, and the BRLMs accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at the instance of the above mentioned entities and anyone depending on any other source of information, including our website, www.agsindia.com, or the website of our Promoter, Promoter Group, Group Companies, or any affiliate or associate of our Company or its subsidiaries, would be doing so at his or her own risk. The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement entered into among the BRLMs and us dated September 21, 2010 and the Underwriting Agreement to be entered into among the Underwriters and us. All information shall be made available by our Company and the BRLMs 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 or at bidding centres etc. The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services for, our Company, our Promoter Group, Group Companies, or our affiliates or associates 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 Promoter Group, Group Companies, and our affiliates or associates, for which they have received and may in future receive compensation. As on date, one of our BRLM’s, YES Bank is also our banker. Neither we nor the Syndicate is liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise.


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Investors that bid in the Issue will be required to confirm and will be deemed to have represented to our Company, 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 of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters 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 of our Company Disclaimer in respect of Jurisdiction This Issue is being made in India to persons resident in India {including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the applicable trust law and who are authorised under their constitution to hold and invest in shares, public financial institutions as specified in Section 4A of the Companies Act, venture capital funds, state industrial development corporation, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with minimum corpus of Rs. 2,500 Lacs, pension funds with minimum corpus of Rs. 2,500 Lacs and the National Investment Fund, and permitted non-residents including FII’s, Eligible NRIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, provided they are eligible under all applicable laws and regulations to hold Equity Shares of our Company. This Draft Red Herring Prospects does not, however, constitute an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction 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 him or herself about and to observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, Maharashtra 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 this Prospectus has been filed with SEBI for observations. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this 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 this Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in our affairs from 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 1933, as amended (the “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 under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold outside the United States in compliance with Regulation S of the 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. Further, each Bidder where required agrees that such Bidder will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an


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exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. A) DISCLAIMER CLAUSE OF THE STOCK EXCHANGES Disclaimer clause of the Bombay Stock Exchange Limited (BSE): As required, a copy of the Draft Red Herring Prospectus has been submitted to the BSE. BSE has given, by letter dated [●], permission to our Company to use BSE‘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 BSE has scrutinised the Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to our Company. The BSE does not in any manner: i. Warrant, certify or endorse the correctness of completeness of any of the contents of this Draft

Red Herring Prospectus; or ii. Warrant that our Company‘s securities will be listed or will continue to be listed on the BSE; or iii. Take any responsibility for the financial or other soundness of our Company, our Promoter, our

management or any scheme or project of our Company; And it should not be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of our Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by any person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated here or for any reason whatsoever. The disclaimer clause as intimated by the BSE to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing. Disclaimer clause of the NSE As required, a copy of this Draft Red Herring Prospectus has been submitted to National Stock Exchange of India Limited. NSE has given, by its letter dated [●], permission to our Company to use the NSE‘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 NSE has scrutinised the 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 the NSE should not in any way be deemed or construed that the offer document 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 our Company‘s securities will be listed or will continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of our Company, our Promoter, our management or any scheme or project of our Company. Every person who desires to apply for or otherwise acquire any securities of our Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the NSE 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. The disclaimer clause as intimated by the NSE to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing.


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Disclaimer Clause of IPO Grading Agency [●] FILING A copy of this Draft Red Herring Prospectus dated September 21, 2010 has been filed with the SEBI at Plot No. C-4A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. A copy of the Red Herring Prospectus, along with the other documents required to be filed under section 60B of the Companies Act, will be delivered for registration to the RoC and a copy of the Prospectus, alongwith the other documents required, to be filed under section 60 of the Companies Act will be delivered for registration to the RoC, situated at Everest, 100 Marine Lines, Mumbai 400 002, India LISTING

Applications will be made to BSE and NSE for permission to deal in and for an official quotation of the Equity Shares of our Company. [•] shall be the Designated Stock Exchange with which the basis of allocation will be finalised. If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock Exchanges mentioned above, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the 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 refusal or within 15 days from the Bid/Issue Closing Date, whichever is earlier), then ourCompany, and every Director of our Company who is an officer in default shall, on and from expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at both the Stock Exchanges mentioned above are taken within twelve Working Days from the Bid /Issue Closing Date. 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."

CONSENTS Consents in writing of the Directors, our Company Secretary and Compliance Officer, the Auditors, the Legal Advisor, Bankers to our Company, Bankers to the Issue, BRLMs, Syndicate Members, Escrow Collection Bankers 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 RHP with the ROC as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Prospectus for registration with the ROC.


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M/s. Shah & Co., Auditors of our Company have also given their consent to the inclusion of their report as appearing in the form and context in this Draft Red Herring Prospectus at page 143, and also of the tax benefits accruing to our Company and to the members of our Company and such consent and report have not been withdrawn up to the time of signing this Draft Red Herring Prospectus. [●], a SEBI registered credit rating agency engaged by us for the purpose of obtaining IPO grading in respect of this Issue, has given its written consent to being named as an expert for purposes of grading of the Issue and to the inclusion of its grading of the Issue in the Red Herring Prospectus and such consent and report will not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus to the Designated Stock Exchange.

EXPERT OPINION OBTAINED, IF ANY

Except the report of [●] in respect of the IPO grading of the Issue annexed herewith and the report of our Auditor in respect of the information in “Summary of Financial Information” and “Statement of Tax Benefits”on pages 31 and 60 respectively our Company has not obtained any other expert opinions. EXPENSES OF THE ISSUE

Our Management estimates an expense or Rs. [●] Lacs towards issue expense. The expenses of this Issue include, among others, underwriting and lead management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. All expenses with respect to the Issue will be borne by our Company. The estimated Issue expenses are as follows: (Rs. in Lacs)

Activity Expenses % of the Issue Expenses

% of the Issue Size

Lead management, underwriting and selling commission*

[●] [●] [●]

Registrar Fees* [●] [●] [●] Advertising and Marketing expenses* [●] [●] [●] Printing and stationery* [●] [●] [●] Fees paid to the IPO grading agency* [●] [●] [●] Bankers to the Issue* [●] [●] [●] Others (Registrar’s fee, legal fee, listing fee, etc.)*

[●] [●] [●]

Total estimated Issue expenses* [●] [●] [●] *Will be completed after finalization of the Issue Price

DETAILS OF FEES PAYABLE

Book Running Lead Manager to the Issue and the Syndicate Members The total fees payable to the Book Running Lead Managers and the Syndicate Members (including underwriting commission and selling commission and reimbursement of their out of pocket expenses) will be as per the Issue Agreement dated September 21, 2010 signed with the BRLMs and the Syndicate Agreement dated [●] amongst our Company, the BRLMs and the Synidcate members, copies of which are available for inspection at the Registered Office of our Company. The BRLMs will be reimbursed for all relevant out-of-pocket expenses such as cost of travel, stationery, postage and communication expenses.

Fees Payable to the Registrar to the Issue

The fees payable by our Company to the Registrar to the Issue for processing of application, data entry, printing of CAN/ refund order, preparation of refund data on magnetic tape, printing of bulk mailing


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register will be as per the Memorandum of Understanding signed with our Company dated September 20, 2010 a copy of which is available for inspection at our Company’s registered office. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty and communication expenses. Adequate funds will be provided by our Company to the Registrar to the Issue to enable them to send refund orders or Allotment advice by registered post/ speed post/ under certificate of posting. PREVIOUS PUBLIC OR RIGHTS ISSUE

Our Company has not made any public or rights issue of shares either in India or abroad since the time of its incorporation. PREVIOUS ISSUE OF SHARES OTHERWISE THAN FOR CASH Except as stated in the sections titled “Capital Structure” and “History and Corporate Structure” beginning on pages 43 and 111, respectively, of this Draft Red Herring Prospectus, our Company has not made any previous issues of shares for consideration other than cash.

COMMISSION AND BROKERAGE ON PREVIOUS ISSUES Since this is the initial public offer 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 the Equity Shares since inception of our Company. LISTED COMPANIES UNDER THE SAME MANAGEMENT There are no listed companies under the same management within the meaning of section 370(1B) of the Companies Act. CAPITAL ISSUE DURING THE LAST THREE YEARS

Our Company has not made any capital issues in the last three years. Our Promoter Group, Group Companies or by any of our Company’s subsidiaries have not made any capital issue during the last three years. PROMISE VIS-A-VIS PERFORMANCE There has been no public issue of our Company, any of our Promoter Group, Group Companies or by any of our Company’s subsidiaries. OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES AND OTHER INSTRUMENTS There are no outstanding debentures or bonds or redeemable preference shares and other instruments issued by our Company as on the date of this Draft Red Herring Prospectus. STOCK MARKET DATA

This being an initial public offering of our Company, the Equity Shares are not listed on any stock exchange.


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PURCHASE OF PROPERTY There is no property which has been purchased or acquired or is proposed to be purchased or acquired which is to be paid for wholly or partly from the proceeds of the present Issue or the purchase or acquisition of which has not been completed on the date of this Draft Red Herring Prospectus, other than property, in respect of which: • The contract for the purchase or acquisition was entered into in the ordinary course of business, nor was the contract entered into in contemplation of the Issue, nor is the Issue contemplated in consequence of the contract; or

• The amount of the purchase money is not material. Our Company has not purchased any property in which any of our Promoter and/or Directors, have any direct or indirect interest in any payment made thereunder. INVESTOR GRIEVANCES AND REDRESSAL SYSTEM

Our Company has appointed the Registrar to the Issue, to handle the investor grievances in co-ordination with the Compliance Officer of our Company. All grievances relating to the present issue may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as name, address of the applicant, number of equity shares applied for, amount paid on application and bank and branch. The Agreement between the Registrar to the Issue and our Company provides for retention of records with the Registrar to the Issue for a period of three years to enable the investors to approach the Registrar to the Issue for redressal of their grievances. We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor grievances will be seven Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. Our Company would monitor the work of the registrar to ensure that the investor grievances are settled expeditiously and satisfactorily. All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch or the collection centre of the SCSB where the Bid-cum-Application Form was submitted by the ASBA Bidders. The Registrar to the issue, namely, Link Intime India Private Limited, will handle investor’s grievances pertaining to the issue. A fortnightly status report of the complaints received and redressed by them would be forwarded to our Company. Our Company would also be co-ordinating with the Registrar to the issue in attending to the grievances to the investor. Our Company assures that the Board of Directors in respect of the complaints, if any, to be received shall adhere to the following schedules:

Sr. No. Nature of complaint Time Table 1 Non-receipt of refund Within 7 days of receipt of complaint subject

to production of satisfactory evidence

2 Non Receipt of Share Certificate/Demat Credit

Within 7 days of receipt of complaint subject to production of satisfactory evidence

3 Any other complaint in relation to Public Issue

Within 7 days of receipt of complaint with all relevant details

Redressals of investors’ grievance are given top priority by our Company. The Committee oversees redressal of complaints of shareholders/investors and other important investor related matters. Our Company has adequate arrangements for redressal of investor complaints as follows:


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Share transfer/ dematerialisation/ rematerialisation are handled by well equipped professionally managed Registrar and Transfer Agent, appointed by our Company in terms of SEBI’s direction for appointment of Common Agency for physical as well as demat shares. The Registrars are constantly monitored and supported by qualified and experienced personnel of our Company. We have appointed Ms. Rashmi Sarvaiya, Company Secretary as the Compliance Officer and she may be contacted in case of any pre-issue or post-issue problems. She can be contacted at the following address:

Ms. Rashmi Sarvaiya AGS Transact Technologies Limited 601-602 Trade World ‘B’ Wing Kamala Mills Compund Senapati Bapat Marg Lower Parel Mumbai 400 013 Tel: +91 22 6781 2000 Fax: +91 22 2493 5384 E-mail: [email protected]

CHANGES IN AUDITORS IN THE LAST THREE YEARS

Change in Auditors Date of Appointment Date of Resignation

Parikh & Parikh , Chartered Accountants First Auditors of our Company

February 1, 2010

Shah & Co, Chartered Accountants February 26, 2010 - CAPITALIZATION OF RESERVES OR PROFITS DURING LAST 5 YEARS

Except as disclosed in the section titled “Capital Structure” beginning on page 43 of this Draft Red Herring Prospectus, our Company has not capitalised its reserves or profits at any time since incorporation. TAX IMPLICATIONS Investors that are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of the Equity Shares at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such resale and whether the Equity Shares are sold on the stock exchanges. For details, please see the section titled “Statement of Tax Benefits” beginning on page 60 of this Draft Red Herring Prospectus. REVALUATION OF ASSETS DURING THE LAST 5 YEARS Our company has not revalued its assets during the last 5 years.


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SECTION VI - OFFERING INFORMATION

TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, our Memorandum and Articles, the terms of this Draft Red Herring Prospectus, Red Herring Prospectus, the Prospectus, the Bid-cum-Application Form, the Revision Form, the CAN and other terms and conditions as may be incorporated in the Allotment advices 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, 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, the Stock Exchanges, the Reserve Bank of India, 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, our Memorandum and Articles and shall rank pari passu in all respects with the existing Equity Shares including rights in respect of dividend. The Allottees will be entitled to dividend or any other corporate benefits, if any, declared by our Company after the date of allotment. MODE OF PAYMENT OF DIVIDEND We shall pay dividend to our shareholders as per the provisions of the Companies Act, 1956. FACE VALUE AND ISSUE PRICE The face value of the Equity Shares is Rs. 10 each and the Floor Price is Rs. [●] and the Cap Price is Rs. [●] per Equity Share. The Anchor Investor Issue Price is Rs. [●] per Equity Share. At any given point of time there shall be only one denomination for the Equity Shares subject to the applicable laws. The Price Band and the minimum Bid lot size for the Issue will be decided by our Company, in consultation with the BRLMs, and advertised in [●] edition of [●] newspaper in English language, in [●] edition of [●] newspaper in Hindi language and in [●] edition of [●] newspaper in Marathi language with wide circulation, at least two Business Days prior to the Bid/Issue Opening Date. COMPLIANCE WITH SEBI REGULATIONS Our Company shall comply with applicable disclosure and accounting norms specified by SEBI from time to time. RIGHTS OF THE EQUITY SHAREHOLDERS Subject to applicable laws, the equity shareholders shall have the following rights: a) Right to receive dividend, if declared; b) Right to attend general meetings and exercise voting powers, unless prohibited by law; c) Right to vote on a poll either in person or by proxy; d) Right to receive annual reports and notices to members; e) Right to receive offers for rights shares and be allotted bonus shares, if announced; f) Right to receive surplus on liquidation subject to any statutory and preferential claims being satisfied; g) Right of free transferability, subject to applicable foreign exchange regulations and other applicable

laws; and h) Such other rights, as may be available to a shareholder of a listed public company under the Companies

Act, 1956, the terms of the Equity Listing Agreement, and the Memorandum and Articles of our Company.


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MARKET LOT In terms of Section 68B of the Companies Act, 1956, the Equity Shares of our Company shall be allotted only in dematerialized form. In terms of the existing SEBI (ICDR) Regulations, the trading in the Equity Shares of our Company shall only be in dematerialized form for all investors. Since trading of our Equity Shares will be in dematerialized mode, the tradable lot is one Equity Share. Allotment of Equity Shares through this Issue will be done only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. JOINT HOLDERS Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint-tenants with benefits of survivorship. NOMINATION FACILITY TO INVESTOR In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder(s), may nominate any one person in whom, in the event of death of the 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. A fresh nomination can be made only on the prescribed form available on request at the registered office of our Company or with the Registrar. 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 our Board, elect either: 1. To register himself or herself as the holder of the Equity Shares; or 2. To make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with, within a period of 90 days, our 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 form, there is no need to make a separate nomination with us. Nominations registered with the 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 In the event our Company does not receive a minimum subscription of 90% of the Issue, including devolvement to the Underwriters within 60 days from the Bid Closing Date, we shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after our Company becomes liable to pay the amount, we shall pay such interest prescribed under Section 73 of the Companies Act.


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Further, in accordance with Rule 19(2)(b)(i) of the SCRR read with Regulation 26(4) of the SEBI (ICDR) Regulations, our Company shall ensure that the number of Allottees under the Issue shall not be less than 1,000, failing which the entire application money will be refunded forthwith. BIDDING PERIOD Bidders may submit their Bids only in the Bidding Period. The Bid/Issue Opening Date is [●] and the Bid/Issue Closing Date is [●], provided that Anchor Investors are required to submit their Bid on the Anchor Investor Bidding Date. ARRANGEMENTS FOR DISPOSAL OF ODD LOTS Our Company's Equity Shares will be traded in dematerialized form only. Marketable lot is one Equity Share. Hence there is no possibility of odd lots. RESTRICTIONS ON TRANSFER OF SHARES

Except for the lock-in of the post-Issue Equity Shares forming the Promoters' contribution in the Issue and the balance pre-Issue share capital of our Company as detailed in "Capital Structure" beginning on page 43 of this Draft Red Herring Prospectus, there are no restrictions on the transfer and transmission of shares/debentures and on their consolidation/ splitting except as provided for in our Articles. Please see the section titled “Main Provisions of the Articles of Association” beginning on page 305 of this Draft Red Herring Prospectus.

WITHDRAWAL OF THE ISSUE

Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue at any time after the Bid/Issue Opening Date but before the Board meeting for Allotment, without assigning any reason therefor. If our Company withdraws from the Issue, it shall issue a public notice within two days of the closure of the Issue. The notice shall be issued in the same newspapers where the pre-Issue advertisements have appeared and our Company shall also promptly inform the Stock Exchanges. If our Company withdraws the Issue after the Bid/Issue Closing Date and thereafter determines that it will proceed with an initial public offering of its Equity Shares, it shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. In terms of the SEBI (ICDR) Regulations, the QIBs shall not be allowed to withdraw their Bids after the Bid/Issue Closing Date.


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ISSUE STRUCTURE The present Issue of 62,50,000 Equity Shares of Rs. 10 each at a price of Rs. [��] for cash, aggregating Rs. [��] is being made through the Book Building Process. The Issue will constitute 25% of the fully diluted post Issue paid up capial of our company. The Issue is being made through a 100% Book Building Process.

Particulars QIBs# Non-Institutional Bidders

Retail Individual Bidders

Number of Equity Shares*

Up to 31,25,000 Equity Shares.

Not less than 9,37,500 Equity Shares or Issue size less allocation to QIB Bidders and Retail Individual Bidders shall be available for allocation.

Not less than 21,87,500 Equity Shares or the Issue size less allocation to QIB Bidders and Non- Institutional Bidders shall be made available for allocation.

Percentage of Issue size available for Allocation

Up to 50% of the Issue. However, up to 5% of the QIB Portion shall be available for allocation proportionately to Mutual Funds only. Upto 30% of the QIB Portion may be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to domestic Mutual Funds.

Not less than 15% of the Issue or the Issue less allocation to QIB Bidders and Retail Individual Bidders shall be available for allocation.

Not less than 35% of the Issue or the Issue less allocation to QIB Bidders and Non-Institutional Bidders shall be available for allocation.

Basis of Allocation if Respective Category is Oversubscribed

Proportionate as follows:

(a) Equity Shares constituting 5% of the QIB portion shall be allocated on a proportionate basis to Mutual Funds

(b) The balance Equity Shares shall be allocated on a proportionate basis to all QIBs including Mutual Funds receiving allocation as per (a) above.

Proportionate. Proportionate.

Minimum Bid Such number of Equity Shares that the Bid Amount exceeds Rs. 100,000 and in multiples of [��] Equity Shares.

Such number of Equity Shares that the Bid Amount exceeds Rs. 100,000 and in multiples of [��] Equity Shares.

[��] Equity Shares

Maximum Such number of Equity Such number of Equity Such number of Equity Shares


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Particulars QIBs# Non-Institutional Bidders

Retail Individual Bidders

Bid Shares not exceeding the Issue, subject to applicable limits.

Shares not exceeding the Issue subject to applicable limits.

whereby the Bid Amount does not exceed Rs. 100,000.

Mode of Allotment

Compulsorily in dematerialized form.



Bid/ Allotment lot

[��] Equity Shares and in multiples on [��] Equity Shares thereafter



Trading Lot One Equity Share One Equity Share One Equity Share

Who can Apply** Public financial institution as defined in section 4A of the Companies Act, 1956, scheduled commercial banks, mutual funds, foreign institutional investor registered with SEBI other than sub-account which is a foreign corporate or foreign individual, multilateral and bilateral development financial institutions, venture capital funds registered with SEBI, foreign venture capital investors registered with SEBI, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority (IRDA), provident funds with minimum corpus of Rs. 2,500 Lacs, pension funds with minimum corpus of Rs. 2,500 Lacs, National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India published in the Gazette of India.

Resident Indian individuals, NRIs, HUF (in the name of Karta), companies, bodies’ corporate, scientific institutions societies, trusts, any FII sub-account registered with SEBI, which is a foreign corporate or foreign individual and societies.

Individuals, including NRIs and HUF (in the name of Karta), applying for Equity Shares such that the Bid Amount per individual Bidder does not exceed Rs. 100,000 in value.

Terms of Payment***

Full Bid Amount on Bidding.



* Subject to valid Bids being received at or above the Issue Price. The Issue is being made through a 100% Book Building Process wherein up to 50% of the Issue shall be allotted on a proportionate basis to QIBs


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(including Anchor Investor Portion). 5% of the Issue in the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds. The remainder shall be available for allotment on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Provided that our Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. 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.

Under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories at the sole discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange.

** In case the Bid cum Application Form or the Application Supported by Blocked Amount is submitted in joint names, the investors should ensure that the demat 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 or the Application Supported by Blocked Amount. *** In case of ASBA bidders, the SCSB shall be authorised to block such funds in the bank account of the ASBA bidder that are specified in the Bid cum ASBA Form. Withdrawal of the Issue Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue at any time after the Bid/Issue Opening Date but before the Board meeting for Allotment, without assigning any reason there for. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and (ii) the final RoC acknowledgement of the Prospectus after it is filed with the RoC. 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 Stock Exchanges on which the Equity Shares are proposed to be listed. The BRLMs, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one day from the date of receipt of notification of withdrawal of the issue. Under the SEBI Guidelines, QIBs are not allowed to withdraw their Bids after the Bid/Issue Closing Date. If our Company does not receive minimum subscription of 90% of the Issue size, including devolvement of the members of the syndicate, our Company shall forthwith refund the entire subscription amount received. In case, our Company receives minimum subscription but wishes to withdraw the Issue after Issue Opening but before allotment, our Company will give public notice giving reasons for withdrawal of Issue but if our Company thereafter decides to proceed with the initial public offering of its Equity Shares, it shall file a fresh draft red herring prospectus. The Public Notice will appear in an English national newspaper, a Hindi national newspaper and one regional language newspaper with wide circulation. Letters of Allotment or Refund Orders Our Company shall credit each beneficiary account with its depository participant within 10 Working Days of the Bid/Issue Closing Date. Applicants those who are residents of the 68 cities notified by SEBI through its notification (Ref. No. SEBI/CFD/DILDIP/29/2008/01/02) dated February 1, 2008 will receive refunds through NECS only (subject to availability of all information for crediting the refund through NECS) except where the applicant is eligible to receive refunds through direct credit, NEFT or RTGS. In the case of other applicants, our Company shall ensure the dispatch of refund orders, if any, of value up to Rs.1,500 by “Under Certificate of Posting”, and shall dispatch refund orders above Rs.1,500, if any, by registered post or speed post at the sole or First Bidder’s, sole risk within 10 Working Days of the Bid/Issue Closing Date. Applicants to whom refunds are made through electronic transfer of funds will


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be sent a letter (refund advice) through ordinary post informing them about the mode of credit of refund, within 10 Working Days of the Bid/Issue Closing Date. In case of ASBA Bidders, the Registrar to the Issue will, within 9 Working Days of the Bid Closing Date, instruct the relevant SCSB to, on the receipt of such instructions from the Registrar to the Issue, unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the Bid cum Application Form or the relevant part thereof, for withdrawn, rejected, unsuccessful or partially successful ASBA Bids. Interest in case of delay in dispatch of Allotment Letters/Refund Orders In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Guidelines, our Company undertakes that:

• Allotment shall be made only in dematerialized form within 10 Working Days from the Bid/Issue Closing Date;

• Dispatch of refund orders shall be done within 10 Working Days from the Bid/Issue Closing Date; and

• Our Company shall pay interest at 15% per annum, if Allotment is not made and refund orders

are not dispatched to the applicant or if, in a case where the refund or portion thereof is made in electronic mode/manner, the refund instructions have not been given to clearing members and/or demat credits are not made to investors within the 15 day time period prescribed above.

Our Company will provide adequate funds required for dispatch of refund orders or Allotment advice to the Registrar. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received, except where the refund or portion thereof is made in electronic mode/manner. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders. Bid/Issue Program

BID/ISSUE OPENS ON [●]*

BID / ISSUE CLOSES (EXCEPT FOR QIB BIDDERS) ON [●]

BID / ISSUE CLOSES (FOR QIB BIDDERS) ON [●] *Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period shall be one day prior to the Bid/ Issue Opening Date. 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 on the Bid cum Application Form or incase of bids submitted through ASBA, the designated branches of the SCSBs except that on the Bid/Issue Closing Date, Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded till (i) 4.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders (ii) till until 5.00 p.m. in case of Bids by Retail Individual Bidders. Due to limitation of the 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/Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are advised that due to clustering of last day applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Issuer, BRLMs and Syndicate members will not be responsible. Bids will be accepted only on Business Days, i.e.


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Monday to Friday (excluding any public holiday). Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the BSE. On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the Bids received by 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 and ASBA Form as stated herein and reported by the BRLM to the Stock Exchange within half an hour of such closure. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form of that Bidder 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 submitted through the ASBA process, for a particular ASBA Bidder, the Registrar to the Issue shall 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/Issue Closing Date and, in any case, no later than the times mentioned above on the Bid/Issue Closing Date. All times are Indian Standard Time. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in pubic offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Issuer, BRLMs and Syndicate members will not be responsible. Bids will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holidays). Our Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI ICDR Regulations provided that the Cap Price is less than or equal to 20% of the Floor Price. The Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least one day before the Bid /Issue Closing Date. In case of revision in the Price Band, the Issue Period will be extended for three additional Business Days after revision of Price Band subject to the Bidding Period/Issue Period not exceeding 10 Business Days. Any revision in the Price Band and the revised Bidding Period/Issue Period, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release, and also by indicating the change on the web sites of the Book Runners at the terminals of the Syndicate.


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B. ISSUE PROCEDURE BOOK BUILDING PROCEDURE The Issue is being made through the 100% Book Building Process wherein upto 50% of the Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 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 Mutual Funds only. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% out of the QIB portion shall be made available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. 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. Any Bidder may participate in the Issue through the ASBA process, by providing details of the respective bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Bidders are required to submit their Bids through the members of the Syndicate. ASBA investors intending to subscribe to the issue shall submit a complete ASBA form to the designated branch of the SCSB. We, in consultation with the BRLMs reserve the right to reject any QIB Bid procured by any or all members of the Syndicate provided the rejection is at the time of receipt of such Bids and the reason for rejection of the Bid is communicated to the Bidder at the time of rejection of the Bid. In the cases of Non-Institutional Bidders and Retail Individual Bidders, our Company will have a right to reject the Bids only on technical grounds. BID CUM APPLICATION FORM Bidders will only use the specified Bid cum Application Form bearing the stamp of a member of the Syndicate, or an SCSB, as the case may be, for the purpose of making a Bid in terms of the Red Herring Prospectus. Before being issued to Bidders, the Bid cum Application Forms (except in relation to electronic ASBA Bid cum Application Forms) will be serially numbered. ASBA Bid cum Application Forms downloaded and printed from the websites of the Stock Exchanges shall bear a system generated unique application number. ASBA Bidders will submit the ASBA Bid cum Application Form in either physical or electronic form, through the internet banking facility available with the SCSBs or such other electronically-enabled mechanism for Bidding, to the SCSBs, authorising the blocking of funds available in the bank accounts specified by such Bidders in their ASBA Bid cum Application Forms. The ASBA Bid cum Application Form will also be available on the websites of the Stock Exchanges at least one day prior to the Bid Opening Date. The Bid cum Application Form will contain information about the Bidder and the price and the number of Equity Shares that the Bidder wishes to Bid for. Bidders will have the option to make a maximum of three Bids in the Bid cum Application Form and such options will not be considered as multiple Bids. On the filing of the Prospectus with the RoC, the Bid cum Application Form will be treated as valid application form. On completion and submission of the Bid cum Application Form to a member of the Syndicate or their authorised agents (in the case of an ASBA Bid cum Application Form, to the SCSB), the Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the Bid cum Application Form as would be required under the ICDR Regulations and other applicable laws, for filing the Prospectus with the RoC and as would be required by the SEBI or the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. All Bidders are required to pay the Bid Amount or instruct the relevant SCSB to block the Bid Amount, as the case may be, at the time of submission of the Bid cum Application Form. All Bidders other than ASBA Bidders are required to submit their Bids through the Syndicate or their authorised agents. ASBA Bidders


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are required to submit their Bids to the SCSBs. Bid cum Application Forms for Anchor Investors will be made available at our Registered Office and with the Syndicate or their authorised agents. The prescribed colour of the Bid cum Application Form for various categories is provided below. The prescribed colour of the Bid cum Application Form for various categories is as follows: Category Colour of Bid cum

Application Form

Resident Indians, Eligible NRIs applying on a non-repatriation basis (ASBA and Non-ASBA)

White

Non-Institutional Bidders and QIB Bidders including Eligible NRIs, FVCIs and FIIs applying on a repatriation basis, excluding Anchor Investors (ASBA and Non-ASBA)

Blue

Anchor Investor* White

*Bid cum Application forms for Anchor Investors have been made available at the offices of the BRLMs. Who can Bid?

• Persons eligible to invest under all applicable laws, rules, regulations and guidelines;

• Indian nationals resident in India who are not minors in single or joint names (not more than three);

• Hindu Undivided Families or 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 XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals;

• Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the equity shares;

• Mutual Funds registered with SEBI;

• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible NRIs are not eligible to participate in this issue;

• Indian Financial Institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI and the SEBI Regulations and regulations, as applicable);

• FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or a foreign individual in the QIB Bidders’ category;

• FIIs and FII sub-accounts registered with the SEBI, which are foreign corporates or foreign individuals, only under the Non Institutional Bidders‘ Category;

• Venture Capital Funds registered with SEBI;

• Foreign Venture Capital Investors registered with SEBI,

• Multilateral and Bilateral development financial institutions

• State Industrial Development Corporations;

• Trusts/ societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to trusts/ societies and who are authorized under their constitution to hold and invest in equity shares;

• Scientific and/or industrial research organizations authorized to invest in equity shares;

• Insurance Companies registered with Insurance Regulatory and Development Authority, India;

• Provident Funds with minimum corpus of Rs. 2500 Lacs and who are authorized under their constitution to hold and invest in equity shares;


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• Pension Funds with a minimum corpus of Rs. 2500 Lacs and who are authorized under their constitution to hold and invest in equity shares; and

• National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India published in the Gazette of India; and

• As per the existing regulations, OCBs cannot participate in this Issue. Participation by associates of BRLMs and Syndicate Members The BRLMs and Syndicate Members shall not be allowed to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLMs and Syndicate Members may subscribe for Equity Shares in the Issue, either in the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate basis. 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 or regulation or as specified in the Red Herring Prospectus. Bids by Mutual Funds An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Funds Portion. In the event that the demand is greater than 1,56,250 Equity Shares, allocation shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by 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 Funds Portion. At least one-third of the Anchor Investor Portion will be available for allocation to Mutual Funds only on a discretionary basis. 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. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with the 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 for which the Bid has been made. 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. As per the current regulations, the following restrictions are applicable for investments by mutual funds: 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 capital carrying voting rights. The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen 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.


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Bids by Non Residents There is no reservation for Non Residents, including Eligible NRIs, FIIs and FVCIs. All Non Residents, including Eligible NRIs, FII and FVCIs will be treated on the same basis with other categories for the purpose of allocation. Bids by Eligible NRIs Bid cum Application Forms have been made available for Eligible NRIs at the registered office of our Company and with members of the Syndicate and the Registrar to the Issue. Eligible NRI applicants should note that only such Bids as are accompanied by payment in free foreign exchange shall be considered for Allotment. The Eligible NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bid cum Application Form meant for Resident Indians. Eligible NRIs Bidding on a repatriation basis should use the Bid cum Application Forms which are blue in colour (other than in case of ASBA Bidders submitting the ASBA Bid cum Application Form in electronic form). 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 nonrepatriation 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 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 our post-Issue paid- up capital. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of our total issued capital of our Company or 5% of the total issued capital, in case such sub-account is a foreign corporate or an individual. In accordance with the foreign investment limits applicable to us, the total foreign investment including FII investment currently cannot exceed 24.0% of our total issued capital unless approved by the shareholders 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, an FII or its sub-account may issue, deal or hold, offshore derivative instruments such as Participatory Notes, equity-linked notes or any other similar instruments against underlying securities listed or proposed to be listed in any stock exchange in India only in favour of those entities which are regulated by any relevant regulatory authorities in the countries of their incorporation or establishment subject to compliance of “know your client” requirements. An FII or sub-account shall also ensure that no further downstream issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity. Bids by SEBI Registered Venture Capital Funds And Foreign Venture Capital Investors As per the current regulations, the following restrictions are applicable for Sebi registered venture capital funds and foreign venture capital investors:


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The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any individual venture capital fund registered with SEBI in one company should not exceed 25% of the corpus of the venture capital fund; a Foreign Venture Capital Investor can invest its entire funds committed for investments into India in one company. Further, Venture Capital Funds and Foreign Venture Capital Investors can invest only up to 33.33% of the funds available for investment by way of subscription to an initial public offer. The above information is given for the benefit of the Bidders. Our Company and the Book Runners are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this 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. Bids by Anchor Investors Our Company may consider participation by Anchor Investors in the QIB Portion for up to 30.0% of the QIB Portion, in accordance with the ICDR Regulations. Only QIBs as defined in Regulation 1(1) (z) (d) of the ICDR Regulations and not otherwise excluded pursuant to Schedule XI of the ICDR regulations are eligible to invest. Anchor Investors are required to pay the entire Bid Amount at the time of submission of the Bid. The QIB Portion will be reduced in proportion to the allocation under the Anchor Investor Portion. In the event of undersubscription in the Anchor Investor Portion, the balance Equity Shares will be added to the QIB Portion. In accordance with the ICDR Regulations, the key terms for participation in the Anchor Investor Portion are provided below: a) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds Rs.

1,000 Lacs. A Bid cannot be submitted for more than 30% of the QIB Portion. In case of domestic Mutual Funds Bidding under the Anchor Investor Portion, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of Rs. 1,000 Lacs.

b) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds,

subject to valid Bids being received at or above the price at which allocation is made to other Anchor Investors.

c) The Bidding for Anchor Investors will open one Working Day before the Bid Opening Date and will be completed on the same day.

d) Our Company, in consultation with the BRLMs, will 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:

� Two, where the allocation under the Anchor Investor Portion is up to Rs. 25,000 Lacs; and � Five, where the allocation under the Anchor Investor Portion is over Rs. 25,000 Lacs.

e) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made will be made available in the public domain by the BRLMs before the Bid Opening Date.

f) Anchor Investors cannot withdraw their bids after the Anchor Investor Bidding Date.

g) In case the Issue Price is greater than the Anchor Investor Issue Price, the additional amount being the difference between the Issue Price and the Anchor Investor Issue Price will be paid by the Anchor


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Investors by the Pay-in-Date. In the event the Issue Price is lower than the Anchor Investor Issue Price, the Allotment to Anchor Investors will be at the higher price i.e. the Anchor Investor Issue Price.

h) None of the BRLMs or any person related to the BRLMs, Promoter, or Group Companies will participate in the Anchor Investor Portion. The parameters for selection of the Anchor Investors will be clearly identified by the BRLMs and will be made available as part of the records of the BRLMs for inspection by the SEBI.

i) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.

j) Anchor Investors Bid cum Application Forms will be made available for the Anchor Investor Portion at our Registered Office, and with the members of the Syndicate

k) The Equity Shares Allotted in the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment Additional details, if any, regarding participation in the Issue under the Anchor Investor Portion will be disclosed in the advertisement for the Price Band which will be published by our Company in all editions of English national daily newspaper, a Hindi national daily newspaper and a Marathi newspaper, each with wide circulation at least two Working Days prior to the Bid Opening Date.

Bids by ASBA Investor For ASBA process, please refer section “ASBA Process” in this Red Herring Prospectus. Maximum and Minimum Bid Size (i) For Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so as to ensure that the Bid Price payable by the Bidder does not exceed Rs.100,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Price does not exceed Rs. 100,000. In case the Bid Price is over Rs. 100,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non-Institutional Bidders portion. The Cut-off option is an option given only to the Retail Individual Bidders indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of the Book Building Process.

(ii) For Other Bidders (Non-Institutional Bidders and QIBs): The Bid must be for a minimum of such

number of Equity Shares such that the Bid Amount exceeds Rs.100,000 and in multiples of [●] Equity Shares thereafter. A Bid cannot be submitted for more than the Issue. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. QIB Bidders cannot withdraw their Bids after the Bid Closing Date.

(iii) For Bidders in the Anchor Investor Portion: Anchor Investors must submit their Bids for such number

of Equity Shares such that the Bid Amount is at least Rs. 1000 Lacs and in multiples of [●] Equity Shares thereafter. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple Bids. Anchor Investors cannot submit a Bid for more than 30% of the QIB Portion. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/ Issue Period.

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that the Bid Amount is greater than Rs. 100,000 for being considered for allocation in the Non-Institutional Portion. In case the Bid Amount reduces to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band, Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered for allotment under the Retail Portion. Non-Institutional Bidders and QIBs are not allowed to Bid at ‘Cut-Off’.


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Payments made upon any revision of Bids shall be adjusted against the payment made at the time of the original Bid or the previously revised Bid.

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 or regulation or as specified in this Red Herring Prospectus. Information for the Bidders:

1. Our Company will file the Red Herring Prospectus with the Designated Stock Exchange at least 3 (three) days before the Bid/Issue Opening Date.

2. Our Company and the BRLMs shall declare the Bid/ Issue Opening Date, Bid/ Issue Closing Date and Price Band at the time of filing the Red Herring Prospectus with the Designated Stock Exchange and also publish the same in three widely circulated newspapers (one each in English, Hindi and Marathi). Our Company may not disclose the floor price or price band in the Red Herring Prospectus if the same is disclosed at least two Business Days before the opening of the bid, by way of an announcement in all the newspapers in which the pre-issue advertisement was released by our Company or the BRLMs.

3. The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the Bid cum Application Form to potential investors.

4. Any investor (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 Head Office or from any of the members of the Syndicate and should approach any of the BRLMs or Syndicate Members or their authorized agent(s) to register their bids.

5. The Members of the Syndicate shall accept Bids from the Bidders during the Issue Period in accordance with the terms of the Syndicate Agreement.

6. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms should bear the stamp of the members of the Syndicate. Bid cum Application Forms, which do not bear the stamp of the members of the Syndicate, will be rejected.

7. For ASBA process, please refer section “ASBA Process” in the Draft Red Herring Prospectus.

8. The Biding/ Issue Period shall be for a minimum of 3 (three) Business Days and not exceeding 7 (seven) Business Days. In case the Price Band is revised, the revised Price Band and the Bidding/ Issue Period will be published in one English national daily newspaper, one Hindi national newspaper and one regional language newspaper all having wide circulation and the Bidding/ Issue Period may be extended, if required, by an additional 3 (three) days, subject to the total Bidding/ Issue Period not exceeding 10 (ten) Business Days.

9. The Price Band has been fixed at Rs. [●] to Rs.[●] per Equity Share of Rs. 10 each, Rs. [●] being the lower end of the Price Band and Rs. [●] being the higher end of the Price Band. The Bidders can bid at any price with in the Price Band, in multiples of Re.1 (One)

10. Our Company in consultation with the BRLMs, reserve the right to revise the Price Band, during the Bidding/ Issue Period, in accordance with SEBI (ICDR) Regulations. The higher end of the Price Band should not be more than 20% of the lower end of the Price Band. Subject to compliance with the immediately preceding sentence, the lower end of the Price Band can move up or down to the extent of 20% of the lower end of the Price Band disclosed in the Red Herring Prospectus.

11. In case of revision in the Price Band, the Bidding/ Issue Period will be extended for 3 (three) additional Business Days after revision of Price Band subject to a maximum of 10 (ten) Business Days. Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely disseminated by notification to BSE and NSE, by issuing a public notice in three widely


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circulated newspapers (one each in English, Hindi and regional language) with wide circulation, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members.

12. Our Company in consultation with the BRLMs, can finalize the Issue Price within the Price Band without the prior approval of, or intimation, to the Bidders.

13. With effect from August 16, 2010, the demat accounts of Bidders for whom PAN details have not been verified shall be suspended for credit and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such Bidders.

Method and Process of Bidding 1. Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional prices

(for details refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” on page 279 of this Draft Red Herring Prospectus) within the Price Band 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/ Allotment and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid.

2. The Bidder cannot Bid on another Bid cum Application Form after Bid(s) on one Bid cum Application Form have been submitted to any member of the Syndicate. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate 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 “Bids at Different Price Levels and Revision of Bids” on page 279 of this Draft Red Herring Prospectus.

3. Except in relation to the Bids received from Anchor Investors, the members of the Syndicate will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip (“TRS”) for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form.

4. During the Bidding/Issue Period, Bidders (excluding Anchor Investors) may approach the members of the Syndicate to submit their Bid. Every member of the Syndicate shall accept Bids from all clients/investors who place orders through them and shall have the right to vet the Bids, subject to the terms of the Syndicate Agreement and this Draft Red Herring Prospectus.

5. The BRLMs shall accept Bids from the Anchor Investors only during the Anchor Investor Bid/ Issue Period i.e., one day prior to the Bid/ Issue Opening Date. The Members of the Syndicate shall accept Bids from the Bidders during the Bid/Issue Period in accordance with the terms of the Syndicate Agreement.

6. Along with the Bid cum Application Form, all Bidders will make payment in the manner described under the paragraph titled “Terms of Payment and Payment into the Escrow Accounts” on page 286 of this Draft Red Herring Prospectus.

7. For Issue Procedure, please refer section “Issue Procedure” on page no. 272 of this Draft Red Herring Prospectus.

Bids at Different Price Levels and Revision of Bids 1. The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired number of

Equity Shares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the bidding options not exceeding Rs. 100,000 may bid at Cut-Off Price. However, bidding at Cut-Off Price


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is prohibited for QIB, Non-Institutional Bidders bidding in excess of Rs. 100,000 and such bids shall be rejected.

2. Retail Individual Bidders who bid at the Cut-Off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders bidding at Cut-Off Price shall deposit the Bid Price based on the higher end of the Price Band in the Escrow Account. In the event the Bid Price 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 Escrow Account.

3. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders and Bidders who had Bid at Cut-off Price could either (i) revise their Bid or (ii) make additional payment based on the higher end of the Revised Price Band (such that the total amount i.e., original Bid Price plus additional payment does not exceed Rs. 100,000 for Retail Individual Bidders, 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 Price plus additional payment) exceeds Rs. 100,000 for Retail Individual Bidders the Bid will be considered for allocation under the Non- Institutional Portion in terms of this 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 higher end of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of Allotment, such that no additional payment would be required from the Bidder and such Bidder is deemed to have approved such revised Bid at Cut-off Price.

4. 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 Escrow Account.

5. In the event of any revision in the Price Band, whether upwards or downwards, the minimum application size shall remain [●] Equity Shares irrespective of whether the Bid Price payable on such minimum application is not in the range of Rs. 5,000 to Rs. 7,000.

6. During the Bidding/ Issue 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.

7. Revisions can be made in both the desired number of Equity Shares and the Bid price by using 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 complete all the details of the other two options that are not being revised, in the Revision Form. The members of the Syndicate will not accept incomplete or inaccurate Revision Forms.

8. The Bidder can make this revision any number of times during the Bidding/ Issue Period. However, for any revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate through whom he or she had place the original Bid.

9. 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.

10. 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, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. In case of the QIB Bidders, the members of the Syndicate shall collect the payment in the form of cheque or demand draft or electronic transfer of funds through RTGS for the incremental amount in the QIB Margin Amount, if any, to be paid on account of the upward revision of the Bid at the time of one or more revisions by the QIB Bidders.


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11. When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the members of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of revision of the original bid.

12. Our Company, in consultation with the BRLMs, shall finalise the Issue Price and Anchor Investor Price within the Price Band, without the prior approval of, or intimation to, the Bidders.

Electronic Registration of Bids 1. The Members of the Syndicate will register the Bids (except Bids from Anchor Investors) using the on-

line facilities of the BSE and the NSE. There will be at least one on-line connectivity in each city, where a stock exchange is located in India and where Bids are being accepted.

2. The BSE and the NSE 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 and their authorized agents during the Bidding/Issue Period. The members of the Syndicate can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for book building on a regular basis. On the Bid/Issue Closing Date, the Members of the Syndicate shall upload the Bids until such time as may be permitted by the Stock Exchanges.

3. The aggregate demand and price for Bids registered on the electronic facilities of the BSE and the NSE including allocation made to Anchor Investors will be uploaded on a regular basis, consolidated and displayed on-line at all bidding centres and the website of BSE and NSE. A graphical representation of consolidated demand and price would be made available at the bidding centres during the Bidding/ Issue Period.

4. At the time of registering each Bid, the members of the Syndicate shall enter the following details of the investor in the on-line system:

(a) Name of the investor (b) Investor category – Individual, Corporate, Eligible NRI, FII or Mutual Fund, QIBs, etc; (c) Numbers of Equity Shares bid for; (d) Bid price; (e) Bid cum Application Form number; (f) Whether Margin Amount has been paid upon submission of Bid cum Application Form (g) Depository Participant identification number and client identification number of the beneficiary

account of the Bidder.

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 obtain the TRS from the members of the Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that the Equity Shares shall be allocated/ Allotted either by the members of the Syndicate 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, members of the syndicate also have the right to accept the bid or reject it. However, such rejection should be made at the time of receiving the bid and only after assigning a reason for such rejection in writing. In case of Non-Institutional Bidders, Retail Individual Bidders, Bids would not be rejected except on the technical grounds mentioned on page 290 of this Draft Red Herring Prospectus.

8. It is also to be distinctly understood that the approval given by the BSE and the NSE to use their network and software of the online IPO system should not in any way be deemed or construed that this Red Herring Prospectus has been cleared or approved by the BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Red Herring Prospectus; nor does it warrant that our Equity Shares will be listed or will continue to be listed on the BSE and NSE.


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9. Only bids that are uploaded on the online IPO system of the BSE and NSE shall be considered for allocation/ Allotment. In case of discrepancy of data between the BSE or the NSE and the members of the Syndicate, the decision of the BRLMs based on the physical records of the Bid cum Application Forms shall be final and binding on all concerned.

Bids and revisions of Bids must be: 1. Made only in the prescribed Bid cum Application Form or Revision Form, as applicable (white colour

for Resident Indians and blue colour for NRIs and FIIs applying on repatriation basis).

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.

3. For Retail Individual Bidders, the Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter subject to a maximum Bid Amount of Rs. 100,000.

4. For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of [●] Equity Shares thereafter. 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 shares that can be held by them under the applicable laws and regulations.

5. Bids by NRIs for a Bid Price of up to Rs. 100,000 would be considered under the Retail Portion for the purpose of allocation and Bids for a Bid Price of more than Rs. 100,000 would be considered under Non-Institutional Portion for the purpose of allocation.

6. Bids by other eligible Non Resident Bidders for a minimum of such number of Equity Shares and in multiples of [●] Equity Shares thereafter that the Bid Price exceeds Rs. 100,000.

7. Bids by Non Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation basis shall be in the names of individuals, or in the names of FIIs but not in the names of minors, OCBs, firms and partnerships, foreign nationals (excluding NRIs) or their nominees.

8. In single name or in joint names (not more than three, and in the same order as their Depository Participant details).

9. 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.

GENERAL INSTRUCTIONS Do’s: a) Check if you are eligible to apply;

b) Read all the instructions carefully and complete the applicable Resident Bid cum Application Form (White in colour) or Non Resident Bid cum Application Form (Blue in colour) or Anchor Investor Application Form ([●] in colour);

c) Ensure that the details about Depository Participant and beneficiary account are correct as Allotment of Equity Shares will be in the DEMATERIALIZED form only;

d) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of the Syndicate;

e) Ensure that have been given a TRS for all your Bid options;

f) Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a revised TRS;


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g) Each of the Bidders, should mention his/ her Permanent Account Number (PAN) allotted under the IT Act;

h) Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects; and

i) 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:

a) Do not Bid for lower than the minimum Bid size;

b) Do not Bid/revise Bid Price to less than the Floor Price or higher than the Cap Price;

c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the members of the Syndicate;

d) Do not pay the Bid Price in cash, by money order or by postal order or by stockinvest;

e) Do not send Bid cum Application Forms by post; instead submit the same to a member of the Syndicate only;

f) Do not Bid at Cut-off Price (for QIB Bidders and Non-Institutional Bidders, for bid amount in excess of Rs. 100,000);

g) 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;

h) Do not submit the Bid without the QIB Margin Amount, in case of a Bid by a QIB;

i) Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground.

Instructions for Completing the Bid cum Application Form Bidders can obtain Bid cum Application Forms and/or Revision Forms from the members of the Syndicate. Bids and revisions of Bids must be: (a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable. (b) 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. Bidders must provide details of valid and active DP ID, client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment. Incomplete or illegible Bid cum Application Forms or Revision Forms are liable to be rejected. (c) Information provided by the Bidders will be uploaded in the electronic Bidding system by the Syndicate and the SCSBs, and the electronic data will be used to make allocation and Allotment. Bidders are advised that the Syndicate and the SCSBs will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms. (d) For Retail Bidders (including Eligible NRIs), the Bid must be for a minimum of [●] Equity Shares and in multiples of [●] thereafter subject to a maximum Bid Amount of Rs. 1.00 Lacs. In case the Bid Amount is over Rs. 1.00 Lacs due to revision of the Bid or revision of the Price Band or on exercise of the option of Bidding at the Cut-Off Price, the Bid would be considered for allocation under the Non-Institutional Bidders portion. The option to Bid at the Cut-Off Price is given only to the Retail Bidders indicating their agreement to Bid and purchase at the Issue Price as determined at the end of the Book Building Process.


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(e) For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity Shares that the Bid Amount exceeds or is equal to Rs. 1.00 Lac and in multiples of [●] Equity Shares thereafter. Anchor Investors must ensure that their Bids are for such number of Equity Shares that the Bid Amount is at least Rs. 10,000 Lacs. Bids cannot be made for over the Issue size. (f) In a single name or in joint names (not more than three, and in the same order in which they appear in the beneficiary account held with the Depository Participant). (g) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. (h) If the ASBA Account holder is different from the ASBA Bidder, the ASBA Bid cum Application Form should be signed by the ASBA Account holder as provided in the ASBA Bid cum Application Form. Submission of Bid cum Application Form All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or bank drafts for the Bid Amount will be submitted to the Syndicate or their authorised agents at the time of submission of the Bid. With respect to ASBA Bidders, the ASBA Bid cum Application Form or the ASBA Revision Form will be submitted to the Designated Branches. No separate receipts will be issued for the money payable on the submission of the Bid cum Application Form or Revision Form. However, the collection centres of the Syndicate or the SCSB, as the case may be, 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 or Revision Form for the records of the Bidder. For ASBA process, please refer section “ASBA Process” in this Draft Red Herring Prospectus. Bidder’s Depository Account and Bank Account Details Bidders should note that on the basis of name of the Bidders, 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 address, Bidders bank account details, MICR code and occupation (hereinafter referred to as “Demographic Details”). Since the Issue is being made entirely in the dematerialized form, the Bank Account details used for giving refunds to the Bidders to whom an electronic refund is being made will also be taken from the data provided by such Bidder to the Depository Participant. 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 BRLMs or the Registrar or the Escrow Collection Banks nor the Bank 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 DEMATERIALIZED 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/Allotment Advice and printing of Bank particulars on the refund orders. The Demographic Details


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given by Bidders in the Bid cum Application Form would not be used for any other purpose by the Registrar to the Issue. By signing the Bid cum Application Form, the Bidder would have deemed to have authorized the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. In case of Bidders not receiving refunds through electronic transfer of funds, delivery of refund orders/ allocation advice/ CANs 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 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 the Bank, the Registrar, Escrow Collection Bank(s) nor the BRLMs shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or pay any interest for such delay. In case of Bidders receiving refunds through electronic modes, Bidders may note that refunds may get delayed if Bank particulars obtained from the Depository Participant are incorrect. In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected. Our Company in their absolute discretion, reserve the right to permit the holder of the power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation advice/ refunds through electronic transfer of funds, the Demographic Details given on the Bid cum Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use Demographic Details as given in the Bid cum Application Form instead of those obtained from the depositories. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only at the prevailing exchange rate 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 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 under Power of Attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, 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 and Articles of Association and/or bye laws must be along with the Bid cum Application Form. Failing this, we reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefore. In case of Bids made pursuant to a Power of Attorney by FIIs, 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 their SEBI registration certificate must be lodged along with the Bid cum Application Form. In case of Bids made by Mutual Funds, venture capital funds registered with SEBI and FVCIs, a certified copy of their SEBI registration certificate must be lodged along 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 therefore. In case of the Bids made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and


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Development Authority must be lodged along with the Bid cum Application Form. Failing this, we reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefore. In case of the Bids made by provident funds with minimum corpus of Rs. 2500 Lacs (subject to applicable law) and pension funds with minimum corpus of Rs. 2,500 Lacs, a certified copy of 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, we reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefore. We, in our absolute discretion, reserves the right to relax the above condition of simultaneous submission of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions that we and the BRLMs may deem fit. PAYMENT INSTRUCTIONS Escrow Mechanism (not applicable to ASBA Investors) We shall open Escrow Accounts with the Escrow Collection Banks for the collection of the Bid Amounts payable upon submission of the Bid cum Application Form and for amounts payable pursuant to allotment in the Issue. The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement. The Escrow Collection Bank(s) for and on behalf of the Bidders shall maintain the monies in the Escrow Account. The Escrow Collection Banks 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 funds equivalent to the size of the Issue from the Escrow Account, as per the terms of the Escrow Agreement, into the Issue Account shall be held for the benefit of the Bidders who are entitled to refunds. Payments of refund to the Bidders shall also be made from the Refund Account as per the terms of the Escrow Agreement and this Draft Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between us, the Syndicate, the Escrow Collection Bank(s) and the Registrar to the Issue to facilitate collections from the Bidders. Terms of Payment and Payment into the Escrow Accounts 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. 1. Each category of Bidders i.e., QIB Bidders, Non-Institutional Bidders and Retail Individual Bidders

shall provide the applicable Margin Amount, and with the submission of the Bid cum Application Form draw a cheque or demand draft for the maximum amount of his/ her Bid in favour of the Escrow Account of the Escrow Collection Bank(s) (for details refer to the paragraph titled “Terms of Payment and Payment into the Escrow Account” on page 286 of this Draft Red Herring Prospectus) and submit the same to the member of the Syndicate to whom the Bid is being submitted. Bid cum Application Forms accompanied by cash shall not be accepted. The Margin Amount payable by each category of Bidders is mentioned under the section titled “Issue Structure” on page 267 of this Draft Red Herring Prospectus. The maximum Bid Price has to be paid at the time of submission of the Bid cum Application Form based on the highest bidding option of the Bidder.

2. Where the Margin Amount applicable to the Bidder is less than 100% of the Bid Price, any difference between the amount payable by the Bidder for Equity Shares allocated/ allotted at the Issue Price and the Margin Amount paid at the time of Bidding, shall be payable by the Bidder no later than the Pay-in


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–Date, which shall be a minimum period of 2 (two) days from the date of communication of the allocation list to the members of the Syndicate by the BRLMs. If the payment is not made favoring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled.

3. The payment instruments for payment into the Escrow Account should be drawn in favour of:

a. In case of Resident QIB Bidders: [●] b. In case of Non Resident QIB Bidders: [●] c. In case of Resident Retail and Non-Institutional Bidders: [●] d. In case of Non Resident Retail and Non-Institutional Bidders: [●] e. In case of Eligible Employees: [●]

4. In case of Bids by Eligible NRI’s applying on 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 authorized 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 the 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 NRE or FCNR Account.

5. In case of Bids by NRI’s 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 authorized 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/FVCIs/multilateral and bilateral financial institutions, the payment should be made out of funds held in a Special Rupee Account along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting the Special Rupee Account.

7. Where a Bidder has been allocated/ Allotted 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/Allotted will be refunded to the Bidder from the Refund Account.

8. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts as per the terms of the Escrow Agreement into the Issue Account with the Bankers to the Issue. No later than 15 days from the Bid/Issue Closing Date, the Escrow Collection Banks shall refund all amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after adjusting for allocation/ Allotment to the Bidders.

9. For Issue Procedure, please refer section “Issue Procedure” on page no. 272 of this Draft Red Herring Prospectus.

Payment Instructions for Anchor Investors 1. Anchor Investors shall provide the Anchor Investor Margin Amount, i.e. at least 25% of the Bid Amount along

with the submission of the Bid cum Application Form by drawing a cheque or demand draft for the Bid Amount in favour of the Escrow Account of the Escrow Collection Bank(s) and submit the same to the member of the Syndicate to whom the Bid cum Application Form is being submitted. Bid cum Application Forms accompanied by cash shall not be accepted.


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2. Our Company, in consultation with the BRLMs, in their absolute discretion, shall decide the list of Anchor Investors to whom the provisional CAN or CAN shall be sent, pursuant to which the details of the Equity Shares allocated to them and the details of the amounts payable for Allotment of such Equity Shares in their respective names shall be notified to such Anchor Investors.

3. Any difference between the amount payable by the Anchor Investor for Equity Shares allocated/ Allotted and

the Anchor Investor Margin Amount paid at the time of bidding, shall be payable by the Anchor Investor within two days of the Bid/Issue Closing Date. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Anchor Investor is liable to be cancelled.

4. The instruments for payment into the Escrow Account should be drawn in favour of:

• In case of Resident Anchor Investors: “[●]” • In case of Non-Resident Anchor Investors: “[●]”

Payments should be made by cheque, or 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 centre where the Bid cum Application Form is 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/ Stockinvest/Money Orders/ Postal orders will not be accepted. 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. Separate receipts shall not 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. An ASBA investor shall submit an ASBA physically or electronically through the internet banking facility, to the SCSB with whom the bank account is to be blocked, is maintained. For further details pertaining to ASBA process, please refer section “ASBA Process” in this Draft Red Herring Prospectus. 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 refund payments will be made out in favour of the Bidder whose name appears first in the Bid cum Application Form or Revision Form. All communication 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. Anchor Investors can Bid under the Anchor Investor Portion and also in the QIB Portion and such Bids shall not be treated as multiple Bids. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below:


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1. All applications with the same name and age will be accumulated and taken to a separate process file which would serve as a multiple master.

2. In this master, a check will be carried out for the same PAN/GIR numbers. In cases where the PAN/GIR numbers are different, the same will be deleted from this master.

3. The Registrar to the Issue will obtain, from the depositories, details of the applicant’s address based on the DP ID and Beneficiary Account Number provided in the Bid cum Application Form and create an address master.

4. The addresses of all these applications in the multiple master will be strung from the address master. This involves putting the addresses in a single line after deleting non-alpha and non-numeric characters i.e. commas, full stops, hash etc. Sometimes, the name, the first line of address and pin code will be converted into a string for each application received and a photo match will be carried out amongst all the applications processed. A print-out of the addresses will be taken to check for common names. The applications with same name and same address will be treated as multiple applications.

5. The applications will be scanned for similar 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.

6. Subsequent to the aforesaid procedures, a print out of the multiple master will be taken and the applications physically verified to tally signatures as also father’s/husband’s names. On completion of this, applications will finally be identified 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 of the mutual funds will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. For Bids from Mutual Funds and FII sub-accounts which are submitted under the same PAN, as well as Bids on behalf of the Central or State Government, an official liquidator or receiver appointed by a court and residents of Sikkim for which submission of PAN is not mandatory, the Bids will be scrutinised for DP ID and Beneficiary Account Numbers. In case such Bids bear the same DP ID and Beneficiary Account Numbers, these will be treated as multiple Bids and will be rejected.

Our Company, in consultation with the BRLMs, reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. Permanent Account Number or PAN Pursuant to the circular MRD/DoP/Circ-05/2007 dated April 27, 2007, SEBI has mandated Permanent Account Number (PAN) to be the sole identification number for all participants transacting in the securities market, irrespective of the amount of the transaction with effect from July 2, 2007. Except for Bids on behalf of the Central or State Government, an official liquidator or receiver appointed by a court and residents of Sikkim, Bidders, or in case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the IT Act. Applications without this information 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. With effect from August 16, 2010, the demat accounts of Bidders for whom PAN details have not been verified shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such Bidders.


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Unique Identification Number (“UIN”) With effect from July 1, 2005, SEBI had decided to suspend all fresh registrations for obtaining UIN and the requirement to contain/quote UIN under the SEBI MAPIN Regulations/Circulars vide its circular MAPIN/Cir-13/2005. However, in a recent press release dated December 30, 2005, SEBI has approved certain policy decisions and has now decided to resume registrations for obtaining UIN’s in a phased manner. The press release states that the cut off limit for obtaining UIN has been raised from the existing limit of trade order value of Rs. 100,000 to Rs. 500,000 or more. The limit will be reduced progressively. For trade order value of less than Rs. 500,000, an option will be available to investors to obtain either the PAN or UIN. These changes are, however, not effective as of the date of the Red Herring Prospectus and SEBI has stated in the press release that the changes will be implemented only after necessary amendments are made to the SEBI MAPIN Regulations. Therefore, MAPIN is not required to be quoted with the Bids. Our Right to Reject Bids In case of QIB Bidders, our Company in consultation with the BRLMs 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 based on technical grounds. Consequent refunds shall be made by cheque or pay order or draft and will be sent to the Bidder’s address at the Bidder’s risk. Our Company, in consultation with BRLMs, reserve the right to reject any Bid received from Anchor Investors without assigning any reasons therefor. GROUNDS FOR TECHNICAL REJECTIONS Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds: i. Applications on plain paper;

ii. Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for;

iii. Bank account details (for refund) are not given;

iv. Age of First Bidder not given;

v. 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;

vi. Bids by persons not competent to contract under the Indian Contract Act, 1872 including minors and insane persons;

vii. PAN not stated or copy of GIR number furnished instead of PAN. See the section titled "Issue Procedure - PAN or GIR Number" beginning on page 289 of this Draft Red Herring Prospectus;

viii. GIR number furnished instead of PAN;

ix. Bids for lower number of Equity Shares than specified for that category of investors;

x. Bids at a price less than lower end of the Price Band;

xi. Bids at a price more than the higher end of the Price Band;

xii. Bids at Cut-off Price by Non-Institutional and QIB Bidders whose Bid Amount exceeds Rs.100,000;

xiii. Bids for number of Equity Shares, which are not in multiples of [●];

xiv. Category not ticked;

xv. Multiple Bids as defined in this Draft Red Herring Prospectus;

xvi. In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted;


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xvii. Bids accompanied by Stockinvest/ money order/postal order/cash;

xviii. Signature of sole and/or joint Bidders missing;

xix. Bid cum Application Form does not have the stamp of the BRLMs or the Syndicate Members;

xx. Bid cum Application Form does not have the Bidder’s depository account details;

xxi. Bid cum Application Form is not delivered by the Bidder within the time prescribed as per the Bid cum Application Forms, Bid/ Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in this Draft Red Herring Prospectus and the Bid cum Application Forms;

xxii. In case no corresponding record is available with the Depositories that matches three parameters namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s account number;

xxiii. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

xxiv. Bids by QIBs not submitted through members of the Syndicate;

xxv. Bids in respect where the Bid cum Application form do not reach the Registrar prior to the finalisation of the basis of allotment;

xxvi. Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Banks;

xxvii. Bids by OCBs;

xxviii. Bids by U.S. persons, other than “qualified institutional buyers” as defined in Rule 144A under the Securities Act or other than in reliance on Regulation S under the Securities Act; and

xxix. Bids by persons outside India if not in compliance with applicable foreign and Indian laws or by any persons who are not eligible to acquire Equity Shares of our Company, in terms of all applicable laws, rules, regulations, guidelines and approvals.

Price Discovery and Allocation 1. After the Bid/Issue Closing Date, the BRLMs shall analyze the demand generated at various price

levels and discuss pricing strategy with our Company.

2. Our Company in consultation with the BRLMs, shall finalize the Issue Price and the Anchor Investor Issue Price, the number of Equity Shares to be allotted in each investor category.

3. The allocation to QIBs will be upto 50% of the Issue and the availability for allocation to Non-Institutional and Retail Individual Bidders will not less than 15% and 35% of the Issue respectively, and, would be on proportionate basis, in the manner specified in the SEBI Regulations and this Draft Red Herring Prospectus, in consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price. Upto 30% of the QIB Portion may be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to domestic Mutual Funds. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be added to the net QIB Portion.

4. Under-subscription, if any, in any category would be met with spill over from any other category at the sole discretion of our Company in consultation with the BRLMs. However, if the aggregate demand by Mutual Fund is less than [●] Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allotted proportionately to the QIB Bidders. In the event that the aggregate demand in the QIB Portion has been met, under subscription, if any, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company and the Selling Shareholder, in consultation with the BRLMs and the Designated Stock Exchange.

Under-subscription, if any, in any category, would be met with spill over from other categories at our sole discretion in consultation with the BRLMs.


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Under-subscription in the Anchor Investor Portion would be met with a spill-over from the net QIB Portion. If one-third of the Anchor Investor Portion, available for allocation to domestic Mutual Funds, is not subscribed, the same shall be met by a spill over from the Anchor Investor Portion or the net QIB Portion, if the Anchor Investor Portion is undersubscribed.

5. Allocation to Non-Residents, including Eligible NRI’s, FIIs and FVCIs registered with SEBI, applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.

6. The BRLMs, in consultation with us, shall notify the members of the Syndicate of the Issue Price and Anchor Investor Issue Price and allocations to their respective Bidders, where the full Bid Amount has not been collected from the Bidders.

7. Our Company reserves the right to cancel the Issue any time after the Bid/Issue Opening Date without assigning any reasons whatsoever. In terms of the SEBI Regulations, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/Issue Closing Date. Further, Anchor Investors shall not be allowed to withdraw their Bids after the Anchor Investor Bid Closing Date.

8. The allotment details shall be put on the website of the Registrar to the Issue.

Signing of Underwriting Agreement and Filing with the Designated Stock Exchange

(a) Our Company, the BRLMs and the Syndicate Members shall enter into an Underwriting Agreement on finalization of the Issue Price and allocation/ Allotment to the Bidders.

(b) After signing the Underwriting Agreement, we would update and file the updated Red Herring Prospectus with the Designated Stock Exchange, which then would be termed ‘Prospectus’. The Prospectus would have details of the Issue Price, Issue size, underwriting arrangements and would be complete in all material respects.

Filing of the Prospectus with the Registrar of Companies We will file a copy of the Prospectus with the Registrar of Companies in terms of Section 56, Section 60 and Section 60B of the Companies Act. Announcement of pre-Issue Advertisement Subject to Section 66 of the Companies Act, our Company shall after receiving final observations, if any, on the Red Herring prospectus from SEBI, publish an advertisement, in the form prescribed by the SEBI Regulations in three widely circulated newspapers (one each in English, Hindi & Marathi). Advertisement regarding Issue Price and Prospectus We will issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price. Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Issuance of Confirmation of Allocation Note (“CAN”) (a) Upon approval of the basis of Allotment by the Designated Stock Exchange, the BRLMs or the Registrar

to the Issue shall send to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the Issue. The approval of the basis of Allotment by the Designated Stock Exchange for QIB Bidders may be done simultaneously with or prior to the approval of the basis of allocation for Retail Bidders and Non-Institutional Bidders. However, the investor should note that our Company shall ensure that the date of Allotment of the Equity Shares to all investors in this Issue shall be done on the same date.


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(b) The BRLMs or the members of the Syndicate would then dispatch the CAN to their Bidders who have been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity Shares allocated to such Bidder. Those Bidders who have not paid the entire Bid Amount into the Escrow Account at the time of bidding shall pay in full the amount payable into the Escrow Account by the Pay-in Date specified in the CAN.

(c) Bidders who have been allocated Equity Shares and who have already paid the Bid Amount into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrar to the Issue subject, however, to realisation of their cheque or demand draft paid into the Escrow Account. The dispatch of a CAN shall be deemed as a valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price for all Allotted to such Bidder.

(d) The Issuance of CAN is subject to “Notice to Anchor Investors-Allotmet Reconciliation and Revised CANs” and “Notice to QIBs - Allotment Reconciliation and Revised CANs” as set forth herein.

Notice to Anchor Investors: Allotment Reconciliation and revised CANs After the Anchor Investor Bidding Date, a physical book will be prepared by the Registrar on the basis of Bid cum Application Forms received in the Anchor Investor Portion. Based on the physical book and at the discretion of our Company, in consultation with the BRLMs, select Anchor Investors may be sent a CAN, within two Working Days of the Anchor Investor Bidding Date, indicating the number of Equity Shares that may be allocated to them. The provisional CAN shall constitute the valid, binding and irrevocable contract (subject only to the issue of a revised CAN) for the Anchor Investor to pay the entire Issue Price for all the Equity Shares allocated to such Anchor Investor. This provisional CAN and the final allocation is subject to (a) physical application being valid in all respects along with stipulated documents being received by the Registrar to the Issue, (b) the Issue Price being finalized at a price not higher than the higher than the Anchor Investor Price, and (c) the Allotment. Subject to SEBI ICDR, certain Bids/ applications may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, among other things, and these rejected Bids/ applications will be reflected in the reconciliation and ‘Basis of Allocation’ as approved by the Designated Stock Exchange. In such instances or in the event the Issue Price is fixed higher than the Anchor Investor Price, a revised CAN may be sent to Anchor Investors, price of the Equity Shares in such revised CAN may be different from that specified in the earlier CAN. Anchor Investors should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased allocation or price of Equity Shares, which shall in no event be later than two days after the Bid/Issue Closing Date. Any revised CAN, if issued, will supersede in entirety, the earlier CAN. Notice to QIBs: Allotment Reconciliation and Revised CANs After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bids uploaded on the BSE/NSE system. This shall be followed by a physical book prepared by the Registrar on the basis of Bid-cum-Application Forms received. Based on the electronic book or the physical book, as the case may be, QIBs may be sent a CAN, indicating the number of Equity Shares that may be allocated to them. This CAN is subject to the basis of final allotment, which will be approved by the Designated Stock Exchange and reflected in the reconciled book prepared by the Registrar. Subject to SEBI Regulations, certain Bid cum Applications Forms may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved by the Designated Stock Exchange. As a result, a revised CAN may be sent to QIBs and the allocation of Equity Shares in such revised CAN may be different from that specified in the earlier CAN. QIBs should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased allotment of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract (subject only to the issue of a revised CAN) for the QIB to pay the entire Issue Price for all the Equity Shares allocated to such QIB. Any revised CAN, if issued, will supersede in entirety the earlier CAN.


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Designated Date and Allotment of Equity Shares (a) Our Company will ensure that the Allotment of Equity Shares is done within 15 days of the Bid/Issue

Closing Date. After the funds are transferred from the Escrow Accounts to the Issue Account on the Designated Date, we would ensure the credit to the successful Bidders depository account. Allotment of the Equity Shares to the successful Bidders depository account within 2 Working Days of the date of allotment.

(b) In accordance with the SEBI Regulations, Equity Shares will be issued and Allotment shall be made only in the dematerialized form to the Allottees.

(c) Allottees will have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated/ Allotted to them pursuant to this Issue.

Equity Shares in Dematerialized Form with NSDL or CDSL As per the provisions of Section 60B of the Companies Act, the Allotment of Equity Shares in this Issue shall be only in a dematerialized form (i.e., not in the form of physical certificates but the fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to the Issue:

a) Agreement dated [●] with NSDL, the Company and the Registrar to the Issue;

b) Agreement dated [●] with CDSL, the Company and the 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 Participant 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.

c) Allotment 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 his or her Depository Participant.

g) Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL or CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have electronic connectivity with NSDL and CDSL.

h) The trading of the Equity Shares of our Company would be in dematerialized form only for all investors in the demat segment of the respective Stock Exchanges.


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DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY We shall ensure dispatch of Allotment advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) or instructions to Self Certified Syndicate Banks by the Registrar to the Issue, in Application Supported by Blocked Amount process and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchanges within 10 Working Days of the Bid/ Issue Closing Date. In case of applicants who receive refunds through NECS, direct credit, RTGS or through unblocking the relevant bank accounts, the refund instructions will be given to the clearing system within 10 Working Days from the Bid/ Issue Closing Date. A suitable communication shall be sent to the bidders receiving refunds through this mode within 10 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. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed are taken within twelve Working Days from the Bid /Issue Closing Date. In accordance with the requirements of the Stock Exchanges and the SEBI Regulations, our Company further undertakes that: � Allotment of Equity Shares shall be made only in DEMATERIALIZED form within 10 (ten) Working Days of the Bid/Issue Closing Date;

� Dispatch of refund orders or in case where the refund or portion thereof is made in electronic manner, the refund instructions are given to the clearing system within 10 (ten) Working Days of the Bid/Issue Closing Date would be ensured; and

� The Company shall pay interest at 15% per annum for any delay beyond the 15 days time period 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 the 15 (fifteen) days time prescribed above as per the guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No. F/8/S/79 dated July 31, 1983, as amended by their letter no. F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified by SEBI’s Clarification XXI dated October 27, 1997, with respect to the SEBI ICDR Regulations.

Interest on refund of excess Bid Amount

Our Company shall pay interest at the rate of 15% per annum on the excess Bid Amount received if refund orders /instruction to Self Certified Syndicate Banks by the Registrar are not dispatched within 15 Working Days from the Bid/Issue Closing Date. BASIS OF ALLOTMENT A. For Retail Individual Bidders � 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.

� The Issue size 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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� If the aggregate demand in this category is less than or equal to 21,87,500 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.

� If the aggregate demand in this category is greater than 21,87,500 Equity Shares at or above the Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of 21,87,500 Equity Shares. For the method of proportionate basis of Allotment, refer below.

B. For Non-Institutional Bidders

� 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.

� 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.

� If the aggregate demand in this category is less than or equal to 9,37,500 Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand.

� In case the aggregate demand in this category is greater than 9,37,500 Equity Shares at or above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of 9,37,500 Equity Shares. For the method of proportionate basis of allotment, refer below.

C. For QIB Bidders � Bids received from the QIB Bidders 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.

� 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.

� Allotment shall be undertaken in the following manner:

a) In the first instance allocation to Mutual Funds for up to 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 up to 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 to all QIB Bidders as set out in (b) below;

b) In the second instance, Allotment to all QIBs shall be determined as follows: i. 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.

ii. 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.

iii. 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.

� The aggregate Allotment to QIB Bidders shall be upto 31,25,000 Equity Shares.


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Under-subscription, if any, in any category would be met with spill-over from other categories at our sole discretion, in consultation with the BRLMs. For Anchor Investors Allocation of Equity Shares to Anchor Investors at the Anchor Investor Price will be at the discretion of our Company, in consultation with the BRLMs, subject to compliance with the following requirements: (i) not more than 30% of the QIB Portion will be allocated to Anchor Investors. (ii) at least one-third of the Anchor Investor Portion shall be available for allocation to Mutual Funds only. (iv) Allocation to a minimum number of two Anchor Investors.

The number of Equity Shares Allotted to Anchor Investors and the Anchor Investor Issue Price shall be made available in the public domain by the BRLMs before the Bid/Issue Opening Date. The BRLMs, the Registrar to the Issue and the Designated Stock Exchange shall ensure that the ‘Basis of Allocation’ is finalized in a fair and proper manner in accordance with the SEBI Regulations. The drawing of lots (where required) to finalize the ‘Basis of Allocation’ shall be done in the presence of a public representative on the Governing Board of the Designated Stock Exchange. Illustration of Allotment to QIBs and Mutual Funds (“MF”) A. Issue Details

Sr. No. Particulars

Issue details

1 Issue size 2,000 Lacs

2 Allocation QIB (50%) 1,000 Lacs shares

3 Anchor Investor Portion 300 Lacs shares

4 Portion Avilable to QIBs other Anchor Investors ((2) minus (3))

700 Lacs shares

Of which:

a. Allocation to MF (5%) 35 Lacs

b. Balance for all QIBs including MFs 665 Lacs

5 No. of QIB applicants 10

6 No. of shares applied for 5,000 Lacs equity shares

B. Details of QIB Bids S.No Type of QIB bidders# No. of shares bid

for (in Lacs) 1 A1 500

2 A2 200

3 A3 1300

4 A4 500

5 A5 500

6 MF1 400

7 MF2 400

8 MF3 800

9 MF4 200

10 MF5 200

Total 5000

# A1-A5: (QIB Bidders other than MFs), MF1-MF5 (QIB Bidders which are Mutual Funds)


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C. Details of Allotment to QIB Bidders/ Applicants

(Number of equity shares in Lacs)

Type of QIB bidders

Shares bid for

Allocation of 35 Lacs Equity Shares

to MF proportionately (please see note 2

below)

Allocation of balance 665 Lacs Equity Shares to QIBs proportionately (please see note 4

below)

Aggregate allocation to MFs

(I) (II) (III) (IV) (V)

A1 500 0 66.97 0

A2 200 0 26.79 0

A3 1300 0 174.12 0

A4 500 0 66.97 0

A5 500 0 66.97 0

MF1 400 7.00 52.64 59.64

MF2 400 7.00 52.64 59.64

MF3 800 14.00 105.27 119.27

MF4 200 3.50 26.32 29.82

MF5 200 3.50 26.32 29.82

5000 35 665 298.19

Please note:

1. The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus in the section titled “Issue Structure” on page 267 of this Draft Red Herring Prospectus.

2. Out of 700 Lacs Equity Shares allocated to QIBs, thirty five Lacs (i.e. 5%) will be allocated on proportionate basis among 5 Mutual Fund applicants who applied in QIB category.

3. The balance 665 Lacs Equity Shares (i.e. 700 - 35 (available for MFs)) will be allocated on proportionate basis among 10 QIB applicants who applied.

4. The figures in the fourth column titled “Allocation of balance 665 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 665 / 4965

• 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 665 / 4965

• The numerator and denominator for arriving at allocation of 665 Lacs shares to the 10 QIBs are

reduced by 35 lac shares, which have already been allotted to Mutual Funds in the manner specified in column III of the table above.

Method of Proportionate Basis of Allotment in the Issue Except in relation to Anchor Investor, in the event the Issue is over-subscribed, the basis of Allotment shall be finalized by our Company 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 BRLMs and the


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Registrar to the Issue shall be responsible for ensuring that basis of allotment is finalized in a fair and proper manner. Except in relation to Anchor Investor, the Allotment shall be made in marketable lots, on a proportionate basis as explained below: (a) Bidders will be categorized according to the number of Equity Shares applied for by them.

(b) 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.

(c) 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.

(d) In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the Allotment shall be made as follows:

� 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 portion is equal to the number of Equity Shares calculated in accordance with (b) above; and

� Each successful Bidder shall be allotted a minimum of [●] Equity Shares. (e) If the proportionate Allotment to a Bidder is a number that is more than [●] but is not a multiple of one

(which is the market lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower whole number. Allotment to all Bidders in such categories would be arrived at after such rounding off.

(f) 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.

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 or ASBA Form number, Bidders‘ Depository Account Details, number of Equity Shares applied for, date of Bid cum Application Form or ASBA Form, name and address of the member of the Syndicate or the Designated Branch where the Bid was submitted and cheque or draft number and issuing bank thereof or with respect to ASBA Bids, ASBA 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.

PAYMENT OF REFUND Bidders should carefully fill in their Depository Account details in the Bid cum Application Form. Applicants should note that on the basis of name of the Applicant, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Application Form, the Registrar to the Issue will obtain from the Depository the applicants bank account


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details including nine digit MICR code. Hence, Applicants 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 credit of refunds to applicants at his/her sole risk and neither the Lead Manager to the Issue nor the Bank shall have any responsibility and undertake any liability for the same. Bidders should carefully fill in Bidders are advised that in case the DP ID, Client ID and PAN mentioned in the BID cum Application Form and enetered into the electronic Biddinmg system of the Stock Exchanges by the members of the Syndicate do not match with the DO ID, Client ID and PAN available in the Depositories’ database, such Bid cum Application Form is liable to be rejected. The payment of refund, if any, would be done through various modes in the following order of preference: I. NECS – Payment of refund would be done through 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. II. Direct Credit – Applicants having bank accounts with the Refund Banker(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 the Bank.

III. RTGS – Applicants having a bank account at any of the above mentioned fifteen centers and whose refund amount exceeds Rs. 10 Lacs, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid-cum-application Form. In the event the same is not provided, refund shall be made through NECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Bank. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

IV. NEFT (National Electronic Fund Transfer) – 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 MICR, if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Whenever 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.

V. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched “Under Certificate of Posting” for value upto Rs. 1,500 and through Speed Post/Registered Post for refund orders of Rs. 1500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks 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 centers will be payable by the Bidders. Letters of Allotment or Refund Orders Our Company shall give credit to the beneficiary account with depository participants within two Working Days from the date of the finalisation of basis of allotment. Applicants residing at fifteen centres where clearing houses are managed by the RBI, will get refunds through NECS only except where applicant is otherwise disclosed as eligible to get refunds through direct credit and RTGS. Our Company shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500, by “Under Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post at the sole or first Bidder’s sole risk within 15 days of the Bid/Issue Closing Date. Applicants 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 fifteen days of closure of Bid / Issue.


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In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI (ICDR) Regulations, 2009, our Company further undertakes that:

• Allotment of Equity Shares will be made only in dematerialised form within 10 Working Days from the Bid/Issue Closing Date; and

• We shall pay interest at 15% per annum (for any delay beyond the 15 day time period, if Allotment is not made, refund orders are not dispatched and/or dematerialised credits are not made to investors within the 15 day time prescribed above.

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. Mode of making refunds for Applications Supported by Blocked Amount Once the basis of allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the relevant bank accounts. UNDERTAKINGS BY OUR COMPANY We undertake that:

• The complaints received in respect of the captioned Public Issue shall be attended to by our Company expeditiously and satisfactorily;

• All steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within twelve Working Days of the Bid / Issue Closing Date;

• The funds required for making refund to unsuccessful applicants as per the modes disclosed shall be made available to the registrar to the captioned Public Issue;

• Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 10 Working Days of Bid / Issue Closing Date, giving details of the bank where refund shall be credited along with amount and expected date of electronic credit of refund;

• The promoters’ contribution in full, wherever required, shall be brought in advance before the Issue opens for public subscription and the balance, if any, shall be brought in pro-rata basis before the calls are made on public;

• The certificates of the shares/ refund orders to the Non-Resident Indians shall be dispatched within the specified time;

• No further issue of securities shall be made till the shares offered through the prospectus are listed or till the application moneys are refunded on account of non-listing, undersubscription, etc;

• That at any given time there shall be only one denomination for the shares of the company; • That the company shall comply with such disclosure and accounting norms specified by the Board (SEBI)

from time to time; and

• That the adequate arrangements shall be made to collect all Applications Supported by Blocked Amount (ASBA) and to consider them similar to non-ASBA applications while finalizing the basis of allotment.

UTILISATION OF ISSUE PROCEEDS Our Board of Directors certify that: (a) all monies received out of the issue to the public 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, 1956. (b) details of all monies utilised out of the issue referred to in sub-item (a) shall be disclosed under an


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appropriate separate head in the balance sheet of our Company indicating the purpose for which such monies had been utilised, and

(c) details of all unutilised monies out of the issue, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilised monies have been invested.

Our Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received. The Board of Directors also certifies that:

• the utilization of monies received shall be disclosed under an appropriate head in the balance sheet of the issuer company, indicating the purpose for which such monies have been utilized and,

• the details of all monies out of the funds received shall be disclosed under a separate head in the balance sheet of the issuer company, indicating the form in which such monies have been invested.

Anchor Investor Portion Our Company may consider participation by Anchor Investors in the Issue for up to 9,37,500 Equity Shares in accordance with the applicable SEBI (ICDR) Regulations. The Anchor Investor Bid/Issue Period shall be one day prior to the Bid/Issue Opening Date. The QIB Portion shall be reduced in proportion to the allocation under the Anchor Investor category. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. In accordance with the SEBI (ICDR) Regulations, the key terms for participation in the Anchor Investor Portion are as follows: 1. Anchor Investors shall be QIBs as defined in the SEBI (ICDR) Regulations. 2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds Rs. 1000 Lacs

and in multiples of 25 Equity Shares thereafter. A Bid cannot be submitted for more than 30% of the QIB Portion.

3. One-third of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds subject to valid bids received from domestic Mutual Funds at or above the price at which allocation is being made to the Anchor Investors.

4. The bidding for the Anchor Investor Portion shall open one day before the Bid/Issue Opening Date and shall be completed on the same day.

5. Our Company, in consultation with the BRLMs, shall finalise allocation to the Anchor/Investors on a discretionary basis, subject to compliance with requirements regarding minimum number of allottees.

6. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the BRLMs before the Bid/Issue Opening Date.

7. Anchor Investors shall pay Anchor Investor Margin Amount representing 25% on the Bid Amount at the time of submission of the Bid. Any difference between the amount payable by the Anchor Investor for Equity Shares allocated and the Anchor Investor Margin Amount paid at the time of bidding, shall be payable by the Anchor Investor within two days of the Bid/ Issue Closing Date.

8. In case the Issue Price is greater than the price at which Equity Shares are allocated to Anchor Investors, the additional amount being the difference between the Issue Price and the price at which Equity Shares were allocated to the Anchor Investors shall be paid by the Anchor Investors. In the event the Issue Price is lower than the price at which Equity Shares are allocated to Anchor Investors, the allotment to Anchor Investors shall be at the higher price i.e. the price at which Equity Shares were allocated under the Anchor Investor Portion.


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9. The Equity Shares Allotted in the Anchor Investor Portion shall be locked-in for a period of 30 days from the

date of Allotment.

10. The BRLMs or any person related to them, Promoter, members of our Promoter Group, Group Companies shall not participate in the Anchor Investor Portion.

11. Bids made by QIBs under both the Anchor Investor Portion and the net QIB Portion shall not be considered as multiple Bids.

12. The instruments for payment into the Escrow Account should be drawn in favour of:

- In case of Resident Anchor Investors: “[●]” - In case of Non-Resident Anchor Investor: “[●]” - The minimum number of Allotees in the Anchor Investor Portion shall not be less than:

(a) two, where the allocation under Anchor Investor Portion is up to Rs. 2,500 Lacs; and (b) five, where the allocation under Anchor Investor Portion is more than Rs. 2,500 Lacs.

Additional details, if any, regarding participation in the Issue under the Anchor Investor Portion shall be disclosed in the advertisement for the Price Band published by our Company in consultation with the BRLMs in a national English and Hindi newspaper at least two Business Days prior to the Bid/Issue Opening Date. Any Equity Shares allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. This Prospectus, in so far as it relates to terms of the Issue should be read in conjunction with the foretasted paragraphs, to the extent applicable. RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy of the Government of India notified through press notes and press releases issued from time to time and FEMA and circulars and notifications issued there under. While the policy of the Government prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy of the Government, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures and reporting requirements for making such investment. By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to shares of an Indian company in a public offer without prior RBI approval, so long as the price of equity shares to be issued is not less than the price at which equity shares are issued to residents. In our Company, as of date the aggregate FII holding cannot exceed 24% of the total post-Issue share capital. Subscription by NRIs/ FIIs It is to be distinctly understood that there is no reservation for Non-Residents, NRIs and FIIs and all Non- Resident, NRI and FII applicants will be treated on the same basis as other categories for the purpose of allotment. As per the RBI regulations, OCBs cannot participate in this Issue. The Equity Shares have not been and will not be registered under the 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 under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the United States to “qualified


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institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. As per the current regulations, the following restrictions are applicable for investments by FIIs:

• No single FII can hold more than 10% of the post-Issue paid-up capital of our Company. In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the investment on behalf of each subaccount shall not exceed 10% of our total issued capital or 5% of total issued capital of our Company incase such sub account is a foreign corporate or an individual. The aggregate FII holding should not exceed 24% of the total issued capital of our company.

The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen 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.


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SECTION IX

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Unless the context otherwise requires words or expressions contained in these regulations shall bear the same meaning as in the Companies Act, 1956 or any statutory modification thereof in force at the date at which these regulations become binding on the Company. "Annual General Meeting" means a General Meeting of the members held in accordance with Section 166 of the Act. "Auditors" means and includes persons appointed as such for the time being by the Company. Beneficial Owner : ‘Beneficial Owner’ means the beneficial owner as defined in clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996; “Board” or “Board of Directors” - means a meeting of the Directors or a Committee thereof duly called and constituted, or as the case may be, the Directors assembled at a Board or through such other mode as may be approved under the Act or the Directors of the Company collectively. "Board Meeting" means meeting of the Directors duly called and constituted or the requisite number of Directors entitled to pass a Circular Resolution. "Capital" means the share capital for the time being raised or Authorised to be raised for the purpose of the Company. “Debenture” includes debenture-stock, bonds and any other securities of the Company whether constituting a charge on the assets of the Company or not. Depositories Act : Depositories Act means the Depositories Act, 1996 and any statutory modification thereof for the time being in force; Depository : Depository means a company formed and registered under the Companies Act, 1956 (I of 1956) and which has been granted a certificate of registration under Section 12(1A) of the Securities Exchange Board of India Act, 1992 (15 of 1992) "Directors" means the Directors for the time being of the Company or as the case may be the Directors assembled at a Board. "Extraordinary General Meeting" means a General Meeting (other than an Annual General Meeting) of the Members duly called and constituted and any adjournment thereof. "Financial Year" shall have the meaning assigned thereto by Section 2(17) of the Act. "General Meeting" means a meeting of members. "In writing" and "Written" include printing lithography and other modes of representing or reproducing words in a visible form. Member or Shareholder : ‘Shareholder’ or ‘member’ means the duly registered holder, from time to time of the shares of the Company and includes the subscribers to the Memorandum of Association of the Company and also every person holding Equity Shares and/or Preference Shares of the Company as also one whose name is entered as a beneficial owner of the shares in the records of a Depository; "Month" means a calendar month according to the English style.


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"Office" means the registered office for the time being of the Company. "Paid-up Capital" or "Capital Paid-up" includes capital credited as paid-up. "Persons" include corporations and firms as well as individuals. "Register" means all the register’s to be kept in pursuant to the Act. "Seal" means the common seal for the time being of the Company. SEBI : ‘SEBI’ means the Securities and Exchange Board of India; "Secretary" means an individual appointed by the Board to perform the duties of a Company Secretary and includes a temporary or Assistant Company Secretary. Security : ‘Security’ means such security as may be specified by SEBI from time to time; "Shares" means the share in the share capital of the Company and includes stock except where a distinction between stock and share is expressed or implied. "Special Resolution" shall have the meaning assigned to it by Section 189 of the Act. "The Act" means "The Companies Act 1956" or any statutory modification or re-enactment thereof for the time being in force. "The Company" or "This Company" means AGS TRANSACT TECHNOLOGIES LIMITED. The "Managing Director" means the Managing Director for the time being. "The marginal notes" used in these Articles shall not affect the construction hereof. "The Registrar" means the Registrar of Companies with whom the Company is registered for the time being. "These presents" or the Company’s regulations or "The Regulations of the Company" or the "Articles" means these Articles of Association as originally framed or altered from time to time and include the Memorandum of Association where the context so required. Words importing the masculine gender also include the feminine gender. Words importing the singular number include where the context admits or requires the plural number and vice versa.

CAPITAL

3. a) The Authorised Share Capital of the Company shall be such amount as may be mentioned in Clause V of

Memorandum of Association of the Company from time to time. b) The minimum paid up Share capital of the Company shall be Rs. 5,00,000 or such other higher sum as

may be prescribed in the Act from time to time. 4. The Company in General Meeting may, from time to time, by an ordinary resolution increase the capital by

the creation of new 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, any shares of the original or increased capital shall be issued upon such terms and conditions and with such rights and


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privileges annexed thereto, as the General Meeting, resolving upon the creation thereof, shall direct, and if no direction be given, as the Directors shall determine and in particular, such shares may be issued with a preferential or qualified right to dividends, and in the distribution of the assets of the Company and with a right of voting at General Meetings of the Company in conformity with Section 87 of the Act. Whenever the Capital of the Company has been increased under the provisions of this Article, the Directors shall comply with the provisions of the Act.

5. Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the

creation of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise.

6. Subject to the provisions of the Act and these Articles, the shares/securities (whether Equity or Preference)

shall be under the control of the Directors who may allot, forfeit or otherwise dispose of the same to such persons, on such terms and conditions and at such times as Directors think fit either at premium or at par or at discount, and with full power to give any person the option to call for or be allotted shares of any class of the company either at premium or at par or at discount, such option being exercisable at such times and for such consideration as the Board thinks fit.

7. On the issue of Redeemable Preference Shares under the provision of Article 7 hereof the following provisions

shall take effect (a) No such shares shall be redeemed except out of 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 redemption.

(b) No such shares shall be redeemed unless they are fully paid. (c) The premium, if any, payable on redemption shall have been provided for out of the profits of the

Company or out of the Company’s share premium account before the shares are redeemed. (d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out

of the profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called "The 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 in Section 80 of the Act apply as if the Capital Redemption Reserve Account were paid up share capital of the Company.

(e) The redemption of preference shares under these provisions by the Company shall not be taken as reducing the amount of its authorised Share Capital.

8. (1) The Company may exercise the powers of issuing sweat equity shares conferred by Section 79A of the

Act of a class of shares already issued subject to the following conditions : (a) the issue of sweat equity shares is authorised by a special resolution passed by the Company in

general meeting; (b) the resolution specifies the number of shares, their value and the class or classes of directors or

employees to whom such equity shares are to be issued; and (c) not less than one year has at the date of issue elapsed since the date on which the Company was

entitled to commence business. (2) Subject to the provisions of Section 79A and other applicable provisions of the Act and the Rules made

thereunder, the Company may issue Sweat Equity Shares if such issue is authorised by a Special Resolution passed by the Company in the general meeting. The Company may also issue shares to employees including its Directors, under Employee Stock Option Scheme (ESOP) or any other scheme, if authorised by a Special Resolution of the Company in general meeting subject to the provisions of the Act and the Rules and applicable guidelines made thereunder, by whatever name called.

9. (a) Pursuant to Section 77A of the Act, the Company may purchase its own shares or other specified

securities out of its free reserves or out of its securities premium account or out of the proceeds of an


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earlier issue other than fresh issue of shares made specifically for buy-back purposes by passing a special resolution in the General Meeting of the Company.

(b) Notwithstanding anything contained in these Articles, the Board of Directors may, when and if thought fit, buy-back such of the Company’s own shares or securities, subject to such limits, upon such terms and conditions and subject to such approvals, as may be permitted under Section 77A of the Act and the applicable guidelines and regulations that may be issued in this regard.

Provided that nothing in this clause shall be taken to prohibit: (i) the provision by the Company, in accordance with any scheme for the time being in force, of money

for the purchase of, or subscription for fully paid shares in the Company or its holding company, being a purchase or subscription by trustees of or for shares to be held by or for the benefit of employees of the Company, including any Director holding a salaried office or employment in the Company; or

(ii) the making by the Company of loans, within the limit laid down in sub-section (3) of Section 77 of the Act, to persons (other than Directors or Managers) bonafide in the employment of the Company, with a view to enabling those persons to purchase or subscribe for fully paid shares in the Company or its holding Company to be held by themselves by way of beneficial ownership;

(c) No loan made to any person in pursuance of clause (b) of the foregoing proviso shall exceed in amount, his salary or wages at that time for a period of six months.

10. The Company may from time to time by special resolution, subject to confirmation by the court and subject to

the provisions of Sections 78, 80 and 100 to 104 of the Act, reduce its share capital and any Capital Redemption Reserve Account or Securities Premium Account in any manner for the time being authorised by law and in particular without prejudice to the generality of the foregoing power may by: (a) extinguishing or reducing the liability on any of its shares in respect of Share Capital not paid-up; (b) either with or without extinguishing or reducing liability on any of its shares, cancel paid-up share

capital which is lost or is unrepresented by available assets; or (c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share

capital which is in excess of the wants of the Company; and may, if and so far as is necessary, alter its Memorandum, by reducing the amount of its share capital and of its shares accordingly.

11. Any debentures, debenture-stock 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 privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution.

CONSOLIDATION, DIVISION AND SUB-DIVISION

12. Subject to the provisions of Section 94 of the Act, the Company in general meeting may, from time to time,

sub-divide or consolidate all or any of the share capital into shares of larger amount than its existing share or sub-divide its shares, or any of them into shares of smaller amount than is fixed by the Memorandum; subject nevertheless, to the provisions of clause (d) of sub-section (I) of Section 94; and the resolution whereby any share is sub-divided, may determine that, as between the holders of the share resulting from such sub-division one or more of such shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the others or other. Subject as aforesaid the Company in general meeting may also cancel shares which 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.

MODIFICATION OF CLASS RIGHTS

13. (a) If at any time the share capital, by reason of the issue of Preference Shares or otherwise is divided into

different classes of shares, all or any of the rights privileges shares, all or any of the rights privileges attached to any class (unless otherwise provided by the terms of issue of the shares of the class) may,


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subject to the provisions of Section 106 and 107 of the Act and whether or not the Company is being wound-up, be varied, modified or dealt, with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of these Articles relating to general meetings shall mutatis mutandis apply to every such separate class of meeting.

(b) The rights conferred upon the holders of the Shares (including Preference Share, if any) of any class issued with preferred or other rights or privileges shall, unless otherwise expressly provided by the terms of the issue of shares of that class, be deemed not to be modified, commuted, affected, abrogated, dealt with or varied by the creation or issue of further shares ranking pari passu therewith.

14. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the company

for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of 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 the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the company in the General Meeting.

15. (a) 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 from 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 either out of the unissued capital or out of the increased share capital then: (i) such further shares shall be offered 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;

(ii) such offer shall be made by a notice specifying the number of shares offered and limiting a time not less than fifteen days from the date of the offer and the offer if not accepted, will be deemed to have been declined;

(iii) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in favour of any other person and the notice referred to in sub clause (ii) hereof shall contain a statement of this right; PROVIDED THAT the Directors may decline, without assigning any reason to allot any shares to any person in whose favour any member may, renounce the shares offered to him; and

(iv) After expiry of the time specified in the aforesaid notice 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 off them in such manner and to such person(s) as they may think fit, in their sole discretion;

(b) Notwithstanding anything contained in sub-clause a(i) thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (i) of sub-clause (a) hereof) in any manner whatsoever: (i) if a special resolution to that effect is passed by the company in General Meeting; or (ii) 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 the general meeting (including the casting vote, if any, of the Chairman) by the members who, being entitled to do so, 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.

(c) Nothing in sub-clause (iii) of (a) hereof shall be deemed:


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(i) to extend the time within which the offer should be accepted; or (ii) to authorise any person to exercise the right of renunciation for a second time on the ground that

the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation.

(d) Nothing in this Article shall apply to the increase of the subscribed capital of the company caused by the exercise of an option attached to the debenture issued or loans raised by the company: (i) to convert such debentures or loans into shares in the company; or (ii) to subscribe for shares in the company (whether such option is conferred in these Articles or

otherwise). PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term

providing for such option and such term: (i) either has been approved by the Central Government before the issue of the debentures or the

raising of the loans or is in conformity with Rules, if any, made by that Government in this behalf; and

(ii) in the case of debentures or loans other than debentures issued to, or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the company in General Meeting before the issue of the debentures or raising of the loans.

(e) In addition to and without derogating from the powers for that purpose conferred on the Board under Article 14 the Company in General Meeting may, subject to the provisions of Section 81 of the Act, 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 proportion and on such terms and conditions and either (subject to compliance with the provisions of Section 78 and 79 of the Act) at a premium or at par or at a discount, as such General Meeting shall determine and with full power to give any persons (whether members or not) the option to call for or be allotted shares of any class of the Company either (subject to compliance with the provisions of Section 78 and 79 of the Act) at a premium or at par or at a discount as the meeting shall determine and with full power to give any person (whether a member or not) the option of any class of the Company either (subject to compliance with the provisions of Section 78 and 79 of the Act) at a premium or at par or 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 provision whatsoever for the issue, allotment or disposal of any shares.

16. 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. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished.

17. An application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of

any shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register shall for the purposes of these Articles, be a Member.

18. Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the Capital

of the Company as payment or part payment for any property (including goodwill of any business) 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 or partly paid-up otherwise than in cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid.

19. The money (if any) which the Board shall on the allotment of any shares being made by them, require or

direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them shall become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him, accordingly.


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20. Every Member, or his heirs, executors, administrators, or legal representatives, shall pay to the Company the portion 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 shall, from time to time in accordance with the Company’s regulations, require on date fixed for the payment thereof.

21. Shares may be registered in the name of any limited company or other corporate body but not in the name of

a firm, an insolvent person or a person of unsound mind.

CERTIFICATES 22. (a) Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all

the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as provided in the relevant laws) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application for registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder. 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 of renunciation or in cases of issue of bonus shares. Every such certificate shall be issued under the seal of the Company, which shall be affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly registered power of attorney and the Secretary or some other person appointed by the Board for the purpose and two Directors or their attorneys and the Secretary or other person shall sign the share certificate, provided that if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or whole-time Director. Particulars of every share certificate issued shall be entered in the Register of Members against the name of the person to whom it has been issued, indicating the date of issue.

(b) Any two or more joint allottees of shares shall, for the purpose of this Article, be treated as a single member, and the certificate of any shares which may be the subject of joint ownership, may be delivered to anyone of such joint owners on behalf of all of them. For any further certificate the Board shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupee One. The Company shall comply with the provisions of Section 113 of the Act.

(c) A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.

23. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for

endorsement of transfer, then upon production and surrender thereof to the Company, a new Certificate may be issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, being given, a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every Certificate under the Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.2 for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956, or any other Act, or rules applicable in this behalf.


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The provisions of this Article shall mutatis mutandis apply to debentures of the Company. 24. (a) If any share stands in the names of two or more persons, the person first named in the Register shall as

regard receipts of dividends or bonus or service of notices and all or any other matter connected with the Company except voting at meetings, and the transfer of the shares, be deemed sole holder thereof but the joint-holders of a share shall be severally as well as jointly liable for the payment of all calls and other payments due in respect of such share and for all incidentals thereof according to the Company’s regulations.

(b) The Company shall not be bound to register more than three persons as the joint holders of any share. 25. Except as ordered by a Court of competent jurisdiction or as by law required, 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 Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto, in accordance with these Articles, in the person from time to time registered as the holder thereof but the Board shall be at liberty at its sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.

26. If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be

payable by instalment, every such instalment shall when due be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representative.

UNDERWRITING AND BROKERAGE

27. Subject to the provisions of Section 76 of the Act, the Company may at any time pay a commission to any

person in consideration of his subscribing or agreeing, to subscribe (whether absolutely or conditionally) for any shares or debentures in the Company, or procuring, or agreeing to procure subscriptions (whether absolutely or conditionally) for any shares or debentures in the Company but so that the commission shall not exceed the maximum rates laid down by the Act and the rules made in that regard. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in the other.

28. The Company may pay on any issue of shares and debentures such brokerage as may be reasonable and

lawful.

INTEREST OUT OF CAPITAL 29. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of

any work or building the provision of any plant, or onshore or offshore rigs, which can not be made profitable for a lengthy period, the Company my pay interest on so much of that share capital at a rate and subject to the conditions and restrictions provided by 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 plant.

CALLS

30. (1) The Board may, from time to time, subject to the terms on which any shares may have been issued and

subject to the conditions of allotment, by a resolution passed at a meeting of the Board and not by a circular resolution, make such calls as it thinks fit, upon the Members in respect of all the moneys unpaid on the shares held by them respectively and each Member shall pay the amount of every call so made on him to the persons and at the time and places appointed by the Board.

(2) A call may be revoked or postponed at the discretion of the Board. (3) A call may be made payable by instalments.

31. Fifteen days’ notice in writing of any call shall be given by the Company specifying the time and place of

payment, and the person or persons to whom such call shall be paid.


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32. A call shall be deemed to have been made at the time when the resolution of the Board of Directors

authorising such call was passed and may be made payable by the members whose names appear on the Register of Members on such date or at the discretion of the Directors on such subsequent date as may be fixed by Directors.

33. Whenever any calls for further share capital are made on shares, such calls shall be made on uniform basis on

all shares falling under the same class. For the purposes of this Article shares of the same nominal value of which different amounts have been paid up shall not be deemed to fall under the same class.

34. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call and may

extend such time as to all or any of the members who on account of the residence at a distance or other cause, which the Board may deem fairly entitled to such extension, but no member shall be entitled to such extension save as a matter of grace and favour.

35. If any Member fails to pay any 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 not exceeding 21% per annum but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member.

36. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by

instalments at fixed time (whether on account of the amount of the share or by way of premium) every such amount or instalment shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall apply to such amount or instalment accordingly.

37. On the trial or hearing of any action or suit brought by the Company against any Member or his

representatives for the recovery of any money claimed to be due to the Company in respect of his shares, if 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 is sought to be recovered is alleged to have become due on the share in respect of which such money is sought to be recovered in the Minute Books: and that notice of such call was duly given to the Member or his representatives used in pursuance of these Articles: and that it shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which any call was made was duly convened or constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

38. 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 thereunder nor the receipt by the Company of a portion of any money which shall from time to time be due from any Member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce forfeiture of such shares as hereinafter provided.

39. (a) 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, from time to time, and at any time thereafter as exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances are made the Board may pay or allow interest, at such rate as the member paying the sum in advance and the Board agree upon. The Board may agree to repay at any time any amount so advanced or may at any time repay the same upon giving to the Member three months’ notice in writing: provided that moneys paid in advance of calls on shares may carry interest but shall not confer a right to dividend or to participate in profits.


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(b) No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable. The provisions of this Article shall mutatis mutandis apply to calls on debentures issued by the Company.

LIEN

40. The Company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up

shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.

41. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner as they

shall think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member or the person (if any) entitled by transmission to the shares and default shall have been made by him in payment, fulfilment of discharge of such debts, liabilities or engagements for seven days after such notice. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof and purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon any such sale as the Certificates in respect of the shares sold shall stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new Certificate or Certificates in lieu thereof to the purchaser or purchasers concerned.

42. The net proceeds of any such sale shall be received by the Company and applied in or towards payment of

such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

FORFEITURE AND SURRENDER OF SHARES

43. If any Member fails to pay the whole or any part of any call or instalment or any moneys due in respect of any

shares either by way of principal or interest on or before the day appointed for the payment of the same, the Directors may, at any time thereafter, during such time as the call or instalment or any part thereof or other moneys as aforesaid remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such Member or on the person (if any) entitled to the shares by transmission, requiring him to pay such call or instalment of such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all reasonable expenses (legal or otherwise) that may have been accrued by the Company by reason of such non-payment. Provided that no such shares shall be forfeited if any moneys shall remain unpaid in respect of any call or instalment or any part thereof as aforesaid by reason of the delay occasioned in payment due to the necessity of complying with the provisions contained in the relevant exchange control laws or other applicable laws of India, for the time being in force.

44. The notice shall name a day (not being less than fourteen days from the date of notice) and a place or places

on and at which such call or instalment and such interest thereon as the Directors shall determine from the day on which such call or instalment ought to have been paid and expenses as aforesaid are to be paid. The notice shall also state that, in the event of the non-payment at or before the time and at the place or places appointed, the shares in respect of which the call was made or instalment is payable, will be liable to be forfeited.


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45. If the requirements of any such notice as aforesaid shall not be complied with, every or any share in respect of which such notice has been given, may at any time thereafter but before payment of all calls or instalments, interest and expenses, due in respect thereof, be forfeited by resolution of the Board to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

46. When any shares have been forfeited, notice of the forfeiture shall be given to the member 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 the Register of Members.

47. Any shares so forfeited, shall be deemed to be the property of the Company and may be sold, re-allotted, or

otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as the Board in their absolute discretion shall think fit.

48. Any Member whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and shall

forthwith pay to the Company, on demand all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment, at such rate as the Board may determine and the Board may enforce the payment of the whole or a portion thereof as if it were a new call made at the date of the forfeiture, but shall not be under any obligation to do so.

49. The forfeiture shares shall involve extinction at the time of the forfeiture, of all interest in all claims and

demand against the Company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved.

50. A declaration in writing that the declarant is a Director or Secretary of the Company and that shares in the

Company have been duly forfeited in accordance with these articles on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares.

51. The Company may receive the consideration, if any, given for the share on any sale, re-allotment or other

disposition thereof and the person to whom such share is sold, re-allotted or disposed of may be registered as the holder of the share and he shall not be bound to see to the application of the consideration: if any, nor shall his title to the share be affected by any irregularly or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the shares.

52. Upon any sale, re-allotment or other disposal under the provisions of the preceding Article, the certificate or

certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a duplicate certificate or certificates in respect of the said shares to the person or persons entitled thereto.

53. In the meantime and until any share so forfeited shall be sold, re-allotted, or otherwise dealt with as aforesaid,

the forfeiture thereof may, at the discretion and by a resolution of the Directors, be remitted as a matter of grace and favour, and not as was owing thereon to the Company at the time of forfeiture being declared with interest for the same unto the time of the actual payment thereof if the Directors shall think fit to receive the same, or on any other terms which the Director may deem reasonable.

54. The Directors may, subject to the provisions of the Act, accept a surrender of any share from or by any

Member desirous of surrendering on such terms the Directors may think fit.

TRANSFER AND TRANSMISSION OF SHARES 55. (a) The instrument of transfer of any share in or debenture of the Company shall be executed by or on

behalf of both the transferor and transferee.


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(b) The transferor shall be deemed to remain a holder of the share or debenture until the name of the transferee is entered in the Register of Members or Register of Debenture holders in respect thereof.

56. The instrument of transfer of any share or debenture shall be in writing and all the provisions of Section 108

and statutory modification thereof including other applicable provisions of the Act shall be duly complied with in respect of all transfers of shares or debenture and registration thereof.

57. The Company shall not register a transfer in the Company 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 if no such share certificate is in existence along with the letter of allotment of the shares: Provided that where, on an application in writing made to the Company by the transferee and bearing the stamp, required for an instrument of transfer, it is proved to the satisfaction of the Board of Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit, provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder any person to whom the right to any shares in the Company has been transmitted by operation of law.

58. Subject to the provisions of Section 111 of the Act and Section 22A of the Securities Contracts (Regulation)

Act, 1956, the Directors may, at their own absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that 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 except when the company has a lien on the shares. However, no transfer of shares/debentures shall be refused on the ground of them not being held in marketable lots.

59. If the Company refuses to register the transfer of any share or transmission of any right therein, the Company

shall within one month from the date on which the instrument of transfer or intimation of transmission was lodged with the Company, send notice of refusal to the transferee and transferor or to the person giving intimation of the transmission, as the case may be, and there upon the provisions of Section 111 of the Act or any statutory modification thereof for the time being in force shall apply.

60. No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate and letter of

administration, Certificate of Death or Marriage, Power of Attorney or similar other document with the Company.

61. Subject to the provisions of Section 154 of the Act, the registration of transfers may be suspended at such

times and for such periods as the Board may, from time to time, determine. Provided that such registration shall not be suspended for more than thirty days at any one time or for more

than forty-five days in the aggregate in any year or any statutory modification thereof. 62. The instrument of transfer shall after registration be retained by the Company and shall remain in its custody.

All instruments of transfer which the Directors may decline to register shall on demand be returned to the persons depositing the same. The Directors may cause to be destroyed all the transfer deeds with the Company after such period as they may determine.

63. Where an application of transfer 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.


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For this purpose the notice to the transferee shall be deemed to have been duly given if it is despatched 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.

64. (a) On the death of a Member, the survivor or survivors, where the Member was a joint holder, and his legal

representatives where he was a sole holder, shall be the only person recognised by the Company as having any title to his interest in the shares.

(b) Before recognising any executor or administrator or legal representative, the Board may require him to obtain a Grant of Probate or Letters Administration or other legal representation as the case may be, from some competent court in India.

Provided nevertheless that in any case where the Board in its absolute discretion thinks fit, it shall be lawful for the Board to dispense with the production of Probate or letter of Administration or such other legal representation upon such terms as to indemnity or otherwise, as the Board in its absolute discretion, may consider adequate.

(c) Nothing in clause (a) above shall release the estate of the deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

65. Subject to the provisions of the Act and these Articles, any person becoming entitled to any share in

consequence of the death, lunacy, bankruptcy, 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 Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of this title as the Director shall require either be registered as member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as Member in respect of such shares; provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance so he shall not be freed from any liability in respect of such shares. This clause is hereinafter referred to as the ‘Transmission Clause’.

66. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse

register a person entitled by the transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration.

67. Every transmission of a share shall be verified in such manner as the Directors may require and the Company

may refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.

68. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving

effect to any transfer of shares made, or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register or 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 require to regard or attend or give effect to any notice which may be given to them of 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 book 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 Directors shall so think fit.

69. In the case of any share registered in any register maintained outside India the instrument of transfer shall be

in a form recognised by the law of the place where the register is maintained but subject thereto shall be as near to the form prescribed in Article 55 hereof as circumstances permit.


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70. No transfer shall be made to an insolvent or person of unsound mind.

NOMINATION 71. i) Notwithstanding anything contained in the articles, every holder of shares or debentures of the

Company may, at any time, nominate a person in whom his/her shares or debentures shall vest in the event of his/her death and the provisions of Section 109A and 109B of the Companies Act, 1956 shall apply in respect of such nomination.

ii) No person shall be recognised by the Company as a nominee unless an intimation of the appointment of the said person as nominee has been given to the Company during the lifetime of the holder(s) of the shares or debentures of the Company in the manner specified under Section 109A of the Companies Act, 1956

iii) The Company shall not be in any way responsible for transferring the shares and/or debentures consequent upon such nomination.

iv) lf the holder(s) of the shares or debentures survive(s) nominee, then the nomination made by the holder(s) shall be of no effect and shall automatically stand revoked.

72. A nominee, upon production of such evidence as may be required by the Board and subject as hereinafter

provided, elect, either- (i) to be registered himself as holder of the share or debenture, as the case may be; or (ii) to make such transfer of the share or debenture, as the case may be, as the deceased shareholder or

debentureholder, could have made; (iii) if the nominee elects to be registered as holder of the share or debenture, himself, as the case may be, he

shall deliver or send to the Company, a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased shareholder or debenture holder as the case may be;

(iv) a nominee shall be entitled to the same dividends and other advantages to which he would be entitled to, if he were the registered holder of the share or debenture except that he shall not, before being registered as a member in respect of his share or debenture, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share or debenture, 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 or rights accruing in respect of the share or debenture, until the requirements of the notice have been complied with.

DEMATERIALISATION OF SHARES

73. For the purpose of this Article, unless the context otherwise requires: A. Definitions: In the following Article, Depositories Act, Beneficial Owner, Depository, SEBI, Security, Shareholder or member shall

mean & include Depositories Act, Beneficial Owner, Depository, SEBI, Security, Shareholder or member as defined in the definition portion. B. Dematerialisation of Securities :

Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise or rematerialise its shares, debentures and other securities (both existing and future) held by it with the Depository and to offer its shares, debentures and other securities for subscription in a dematerialised form pursuant to the Depositories Act, 1996 and the Rules framed thereunder, if any; C. Option for Investors :

Every person subscribing to securities offered by the Company shall have the option to receive the security certificates or to hold 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 law, in respect of any security in the manner provided by the Depositories Act, 1996 and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.


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Where a person opts to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of the security, and on receipt of such information, the Depository shall enter in its record the name of the allottee as the beneficial owner of the security; D. Securities in Depositories to be in fungible form :

All securities held by a Depository shall be dematerialised and shall be in a fungible form. Nothing contained in Sections 153, 153A, 153B, 187A, 187B, 187C and 372A of the Act shall apply to a Depository in respect of the securities held by it on behalf of the beneficial owners; E. Rights of Depositories and Beneficial Owners : i. Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be

deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner;

ii. Save as otherwise provided in (i) above, the Depository as a registered owner of the securities shall not have any voting rights or any other right in respect of the securities held by it;

iii. Every person holding securities of the Company and whose name is entered as a beneficial owner in the records of the Depository shall be deemed to be a member of the Company. The beneficial owner of the securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities held by a Depository.

F. Service of information : Notwithstanding anything to the contrary contained in these Articles, where the 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 and discs. G. Transfer of Security :

If a beneficial owner seeks to opt out of a Depository in respect of any security, the beneficial owner shall inform the Depository accordingly. The Depository shall, on receipt of the intimation as above, make appropriate entries in its record and shall inform the Company accordingly.

The Company shall within thirty (30) days of the receipt of intimation from the Depository and on fulfillment of such conditions and on payment of such fees as may be specified by the regulations, issue the certificate of securities to the beneficial owner or the transferee as the case may be.

The Company shall keep a register of transfers and shall have recorded therein fairly and distinctly, particulars of every transfer or transmission of any share held in material form. Nothing contained in these Articles shall apply to transfer of securities held in a Depository. H. Sections 83 and 108 of the Act not apply :

Notwithstanding anything to the contrary contained in the Articles - i. Section 83 of the Act shall not apply to the shares with a Depository; ii. Section 108 of the Act shall not apply to transfer of security effected by the transferor and the transferee

both of whom are entered as beneficial owners in the records of a Depository. I. Register and Index of beneficial owners :

The Register and Index of Beneficial Owner, maintained by a Depository under Section 11 of the Depositories Act shall be deemed to be the Register and Index of Members and Security holders as the case may be for the purposes of these Articles. J. Intimation to Depository :

Notwithstanding anything contained in the Act or these Articles, where securities are dealt with in a Depository, the Company shall intimate the details of allotment of securities thereof to the Depository immediately on allotment of such securities. K. Stamp duty on securities held in dematerialised form :

No stamp duty would be payable on shares and securities held in dematerialised form in any medium as may be permitted by law including any form of electronic medium. L. Applicability of the Depositories Act :

In case of transfer of shares, debentures and other marketable securities, where the Company has not issued any certificate and where such shares, debentures or securities are being held in an electronic and fungible form in a Depository, the provisions of the Depositories Act, 1996 shall apply. M. Company to recognise the rights of registered Holders as also the beneficial Owners in the records of

the Depository:


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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 also the Beneficial Owner of the shares in records of the Depository as the absolute owner thereof as regards to receipt of dividend or bonus or service of notices and all or any other matters connected with the Company and accordingly, the Company shall not except as ordered by a Court of competent jurisdiction or as by law required be bound to recognise any benami trust or equity or equitable, contingent or other claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof.

JOINT HOLDER

74. Where two or more persons are registered as the holders of any share they shall be deemed to hold the same

as joint Shareholders with benefits of survivorship subject to the following and other provisions contained in these Articles: (a) the Joint holders of any share 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 share. (b) on the death of any such joint holders the survivor or survivors shall be the only person recognised 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 of shares held by them jointly with any other person;

(c) only the person whose name stands first in the Register of Members may give effectual receipts of any dividends or other moneys payable in respect of share; and

(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 certificate relating to such share or to receive documents from the Company and any such document served on or sent to such person shall deemed to be service on all the holders.

CONVERSION OF SHARES INTO STOCK

75. The Company may, by ordinary resolution in General Meeting.

a) convert any fully paid-up shares into stock; and b) re-convert any stock into fully paid-up shares of any denomination.

76. The holders of stock may transfer the same or any part thereof in the same manner as and subject to the same

regulation under which the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit, provided that, the Board may, from time to time, fix the minimum amount of stock transferable so however that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

77. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges

and advantages as regards dividends, participation in profits, voting at meetings of the Company, and other matters, as if they hold the shares for which the stock arose.

78. Such of the regulations of the Company (other than those relating to share warrants), as are applicable to paid

up share shall apply to stock and the words “share” and “shareholders” in those regulations shall include “stock” and “stockholders” respectively.

BORROWING POWERS

79. Subject to the provisions of the Act and these Articles, the Board may, from time to time at its discretion, by a

resolution passed at a meeting of the Board receive deposits or loans from members either as an advance of call or otherwise and generally raise or borrow money by way of deposits, loans, overdrafts, cash credit or by issue of bonds, debentures or debenture-stock (perpetual or otherwise) or in any other manner, or from any person, firm, company, co-operative society, any body corporate, bank, institution, whether incorporated in India or abroad, Government or any authority or any other body for the purpose of the Company and may


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secure the payment of any sums of money so received, raised or borrowed; provided that the total amount borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) shall not without the consent of the Company in General Meeting 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 specified purpose.

80. Subject to the provisions of the Act and these Articles, any bonds, debentures, debenture-stock or any other

securities may be issued at a discount, premium or otherwise and with any special privileges and conditions as to redemption, surrender, allotment of shares, appointment of Directors or otherwise; provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting.

81. The payment and/or repayment of moneys borrowed or raised as aforesaid or any moneys owing otherwise

or debts due from the Company may be secured in such manner and upon such terms and conditions in all respects as the Board may think fit, and in particular by mortgage, charter, lien or any other security upon all or any of the assets or property (both present and future) or the undertaking of the Company including its uncalled capital for the time being, or by a guarantee by any Director, Government or third party, and the bonds, debentures and debenture-stocks and other securities may be made assignable, free from equities between the Company and the person to whom the same may be issued and also by a similar mortgage, charge or lien to secure and guarantee, the performance by the Company or any other person or company of any obligation undertaken by the Company or any person or Company as the case may be.

82. Any bonds, debentures, debenture-stock or their securities issued or to be issued by the Company shall be

under the control of the Board who may issue them upon such terms and conditions, and in such manner and for such consideration as they shall consider to be for the benefit of the Company.

83. If any uncalled capital of the Company is included in or charged by any mortgage or other security the

Directors shall subject to the provisions of the Act and these Articles make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed.

84. Subject to the provisions of the Act and these Articles if the Directors or any of them or any other person shall

incur or be about to incur any liability whether as principal or surely for the payment of any sum primarily due from the Company, the Directors 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 to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability.

MEETINGS OF MEMBERS

85. (a) 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 notice calling it, and not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next and the Annual General Meeting shall be held within six months of the expiry of its financial year.

Provided that if the Registrar shall have, for any special reason, extended the time within which any Annual General Meeting shall be held, by a period not exceeding three month, then such Annual General Meeting may be held within such extended period.

(b) Every Annual General Meeting shall be called at a time during business hours and on such day (not being a public holiday) as the Directors may from time to time determine and it shall be held either at the Registered Office of the Company or at some other place within the City, town or village in which the Registered office is situated.

(c) The Statutory Meeting of the Company shall be held at such place and at such time (not less than one month nor more than six months from the date at which the Company is entitled to commence business) as the Directors may determine and in connection therewith, the Directors shall comply with the provisions of Section 165 of the Act.


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86. All the General Meetings of the Company other than Annual General Meetings shall be called Extra-ordinary General Meetings.

87. The Directors may call an Extra-ordinary General Meeting whenever they think fit. 88. (a) A General Meeting of the Company, Annual or Extraordinary and by whomsoever called, may be called

by giving not less than 21 days clear notice in writing. (b) A General Meeting may be called by giving shorter notice than that specified in clause (1) hereof if

consent is accorded thereto (a) in the case of an Annual General Meeting by all the members entitled to vote thereto and (b) in case of any other general meeting, by members of the Company holding not less than ninety-five per cent of the total voting power exercisable at that meeting.

PROVIDED THAT where any members of the Company are entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purpose of this clause in respect of the former resolution and not in respect of the latter.

89. No General Meeting, Annual or Extraordinary shall be competent to enter upon, discuss or transfer any

business which has not been mentioned in the notice or notices upon which it was convened. 90. For all purposes the quorum at a general meeting shall be five members personally present. 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.

91. (a) The Chairman (if any) of the Board of Directors shall be entitled to take the chair at every General

Meeting, whether Annual or Extraordinary. If there is no such Chairman of the Board of Directors, or if at any meeting he is not present within fifteen minutes of the time appointed for holding such meeting or if he is unable or unwilling to take the chair, then the Members present shall elect another Director as Chairman, and if no Director be present or if all the Directors present decline to take the chair then the Members present shall elect one of the members to be the Chairman of the meeting.

(b) No business, except the election of a Chairman, shall be discussed at any General Meeting whilst the Chair is vacant.

92. The Chairman with the consent of the Members may adjourn any Meeting 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.

When a Meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment of or any business to be transacted at an adjourned meeting.

93. In the case of an equality of votes the Chairman shall both on a show of hands and on a poll (if any) have

casting vote in addition to the vote or votes to which he may be entitled as a Member. 94. Any poll duly demanded on the election of Chairman of the meeting or any question of adjournment shall be

taken at the meeting forthwith. 95. At any general meeting a resolution including a special resolution put to the vote at the meeting shall be

decided on a show of hands, unless a poll is (before or on the declaration of a show of hands) demanded : (a) by the Chairman; or (b) by any member or members present in person or by proxy and having not less than one-tenth of the total

voting power in respect of the resolution; or (c) by any member or members present in person or by proxy and holding shares in the company on which

an aggregate sum of not less than Rupees fifty thousand has been paid up. 96. A declaration by the Chairman that in pursuance of voting on a show of hands, a resolution has or has not

been carried, either unanimously or by a particular majority, and any entry to that effect in the books


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containing the minutes of the proceedings of the meeting shall be conclusive evidence of the fact, without proof of the number or proportion of votes in favour or against such resolution.

97. The demand for a poll except on the question of the election of the Chairman and of an adjournment shall not

prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

VOTES OF MEMBERS

98. No Member shall be entitled to vote either personally or by proxy at any General Meeting or Meeting of a

class of shareholders either upon a show of hands or upon a poll or be reckoned in a quorum in respect of any shares 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 exercised, any right or lien.

99. Subject to the provision of these Articles and without prejudice to any special privileges, or restrictions as to

voting for the time being attached to any class of shares for the time being forming part of the capital of the company, every Member, not disqualified by the last preceding Article shall be entitled to be present, and to speak and to vote at such meeting, and on a show of hands every member present in person shall have one vote and upon a poll the voting right of every Member present in person or by proxy shall be in proportion to his share of the paid-up equity share capital of the Company, Provided, however, if any preference shareholder is present at any meeting of the Company, save as provided in clause (b) of sub-section (2) of Section 87 of the Act, he shall have a right to vote only on resolution placed before the meeting which directly affect the rights attached to his preference shares.

100. On a poll 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.

101. If any Member is lunatic, minor, unsound mind or, idiot, the vote in respect of his/her shares shall be cast by

his/her legal guardian(s) may vote whether on a show of hands or on a poll vote by proxy, provided that such evidence of the authority of the person claiming to vote as shall be accepted by the Directors shall have been deposited at the office of the Company not less than forty eight hours before the time of holding a meeting.

102. Notwithstanding anything contained in the provisions of the Companies Act, 1956, and the Rules made there

under, the Company may, and in the case of resolutions relating to such business as may be prescribed by such authorities from time to time, declare to be conducted only by postal ballot, shall, get any such business/resolutions passed by means of postal ballot, instead of transacting the business in the General Meeting of the Company.

103. If there are joint holders of any shares, any one of such persons may vote at any meeting or appoint another

person (whether a Member or not) as his proxy in respect of such shares, as if he were solely entitled thereto but the proxy so appointed shall not have any right to speak at the meeting and if more than one of the said persons remain present than the person whose name stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the joint holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased Member in whose name share stands shall for the purpose of these Articles be deemed joints holders thereof.

104. Votes may be given either personally or by attorney or by proxy or in case of a company, by a representative

duly Authorised as mentioned in Article 105. 105. A body corporate (whether a company within the meaning of the Act or not) may, if it is member or creditor

of the Company (including being a holder of debentures) authorise such person by resolution of its Board of Directors, as it thinks fit, in accordance with the provisions of Section 187 of the Act to act as its representative


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at any Meeting of the members or creditors of the Company or debentures holders of the Company. A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate as if it were an individual member, creditor or holder of debentures of the Company.

106. (a) A member paying the whole or a part of the amount remaining unpaid on any share held by him

although no part of that amount has been called up, shall not be entitled to any voting rights in respect of the moneys paid until the same would, but for this payment, become presently payable.

(b) A member is not prohibited from exercising his voting rights on the ground that he has not held his shares or interest in the Company for any specified period preceding the date on which the vote was taken.

107. Any person entitled under Article 65 (transmission clause) to transfer any share may vote at any General

Meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least forty-eight hours before the time of holding the meeting or adjourned meeting, as the case may be at which he proposes to vote provided he shall satisfy the Directors of his right to transfer such shares and give such indemnify (if any) as the Directors may require or the directors shall have previously admitted his right to vote at such meeting in respect thereof.

108. No Member personally present shall be entitled to vote on a show of hands unless such member is present by

attorney or is a corporation present by proxy or a company present by a representative duly Authorised under the provisions of the Act in which case such attorney, proxy or representative may vote on a show of hands as if he were a Member of the Company. In the case of a company the production at the meeting of a copy of such resolution duly signed by a Director or Secretary of such company and certified by him as being a true copy of the resolution shall be accepted by the Company as sufficient evidence of the authority of the appointment.

109. Any member of the Company entitled to attend and vote at a Meeting of the Company shall be entitled to

appoint another person (whether a member or not) as his proxy to attend and vote on a poll, instead of himself PROVIDED ALWAYS THAT a proxy so appointed shall not have any right whatsoever to speak at the Meeting. Every notice convening a Meeting of the Company shall state that a member entitled to attend and vote is entitled to one or more proxies.

110. Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will

admit, be in any one of the forms set out in Schedule IX of the Act, or if the appointer is a body corporate be under its seal or be signed by any Officer or attorney duly Authorised by it.

111. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the

previous death or insanity of the Member, or revocation of the proxy or of any power of attorney which such proxy signed, or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death or insanity, revocation or transfer shall have been received at the office before the meeting.

112. Every member entitled to vote at a Meeting of the Company according to the provisions of these Articles on

any resolution to be moved thereof shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the Meeting, to inspect proxies lodged, at any time during the business hours of the Company provided not less than three days notice in writing of the intention to inspect is given to the Company.

113. No objection shall be made to the validity of any vote, except at any meeting or poll at which such vote shall

be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll shall be deemed valid for all purposes of such meeting or poll whatsoever.


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114. The Chairman of any Meeting shall be the sole judge of the validity of every vote tendered at such Meeting. The Chairman present at the time of taking a poll shall be the sole judge of the validity of every vote tendered at such poll.

115. (1) Where by any provision contained in the Act or in these Articles special notice is required for any

resolution, notice of the intention to move the resolution shall be given to the Company not less than fourteen days before the Meeting at which it is to moved exclusive of the day on which the notice is served or deemed to be served and the day of the meeting.

(2) The Company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the Meeting, or if that is not practicable, shall give them notice thereof either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by these presents not less than seven days before the Meeting.

(3) The following resolution shall require special notice: (a) resolution under Section 225 of the Act at an Annual General Meeting for appointing a person as

Auditor other than a retiring Auditor or providing expressly that a retiring Auditor shall not be re-appointed.

(b) resolution under Section 284 of the Act removing a Director before the expiry of his period of office. (c) resolution under Section 284 of the Act appointing a Director in place of the Directors so removed.

DIRECTORS

116. 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 (including Debenture and Alternate Directors) shall not be less than three and not more than twelve.

The First Directors of the Company are: 1. MR. RAVI BADRINARAIN GOYAL 2. MR. BADRINARAIN KUNJBIHARI GOYAL 3. MR. KUNJBIHARI SRINIWAS GOYAL The first Directors of the Company will be Permanent Directors of the Company. 117. A Director of the Company shall not be bound to hold any Qualification Shares in the Company. 118. (a) Subject to the provisions of the Companies Act, 1956 and notwithstanding anything to the contrary

contained in these Articles, any Financing Company or Body Corporate or Bank or Insurance Corporation (hereinafter referred to as “the Financial Institution”) shall have a right to appoint, remove, reappoint, substitute from time to time, its nominee as a Director (hereinafter referred to as the “Nominee Director”) on the Board of the Company, so long as any moneys remain owing to them or any of them, by the Company, out of any Financial assistance granted by them or any of them to the Company by way of loan and/or by holding debentures and/or share in the Company and/or a result of underwriting or direct subscription and/or any liability of the Company arising out of the guarantee furnished by the Financial Institution on behalf of the Company remains outstanding.

(b) The Nominee Director/s so appointed shall not be required to hold any qualification shares in the Company nor shall be liable to retire by rotation. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s so appointed. Subject to the aforesaid Article 118(a) the said Nominee Director/s shall be entitled to the same rights and privileges including receiving of notices, copies of the minutes, sitting fees, etc. as any other Director of the Company is entitled.

(c) If the Nominee Director/s is an officer of any of the financial institution the sitting fees in relation to such nominee Directors shall accrue to such financial institution and the same accordingly be paid by the Company to them. The Financial Institution shall be entitled to depute observer to attend the meetings of the Board or any other Committee constituted by the Board.

(d) The Nominee Director/s shall, notwithstanding anything to the Contrary contained in these Articles, be at liberty to disclose any information obtained by him/them to the Financial Institution appointing him/them as such Director/s.


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119. Any trust deed for securing the debentures or debenture-stock (or a deed or mortgage of any assets of the

Company) may if so arranged, provide for the appointment from time to time by the trustees thereof or by the holders of the debentures or debenture-stock (or in the case of a deed of mortgage by the person or persons having such power) of some person to be a Director of the Company and may empower such trustees or holders of debentures or debenture-stocks (or such person or persons) from time to time, remove any Director so appointed. The Director appointed under the article is herein referred to as the “Debenture Director” (or a “Mortgage Director”) and the term “Debenture Director” (or “Mortgage Director”) means the Director for the time being in office under this article. This Debenture Director (or the Mortgage Director) shall not be liable to retire by rotation, or be removed by the Company. The trust deed (or the mortgage deed) may contain such ancillary provisions as may be arranged between the Company and the trustees (or mortgage) and all such provisions shall (subject to the provisions of the Act) have effect notwithstanding any of the other provisions herein contained.

120. Any advocate or Chartered Accountant or any professional who may for the time being be a Director of the

Company:

(a) shall be entitled to charge the Company, professional remuneration for all work done by him for or on behalf of the Company at the rate agreed upon and on such terms and conditions as may be agreed upon:

(b) shall be entitled to vote on all resolutions on all matters in any way he thinks fit irrespective of the fact that he has advised upon or been concerned with any matters relating to the said resolution prior to the passing thereof or is likely to advice upon or may have to deal with matters relating to any resolution after the same has been passed;

(c) shall not be liable or responsible for the day to day or routine management and running of the Company and its affairs including setting aside, appropriations or payment of any statutory dues by or on behalf of the Company; and

(d) shall be indemnified by the Company in respect of and fines or penalties that may be imposed upon him as a Director of the Company as a result of any act or omission of the Company and/or any of its Officers in failing to comply with any requirements of the law whether with regard to any payments to be made or otherwise howsoever, and also against all costs, charges and expenses that may be incurred by him in any proceeding against or relating to the said Professional Director in his capacity as a Director.

121. The Board may appoint an Alternate Director to act for a Director (hereinafter called “The Original Director”)

during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held. An Alternate Director appointed under this Article shall not hold office for period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the Original Director returns to that State. If the term of Office of the Original Director is determined before he so returns to that State, any provision in the Act or in these Articles for the automatic re-appointment of retiring Director in default of another appointment shall apply to the Original Director and not to the Alternate Director.

122. Subject to the provisions of the Act, the Board shall have power at any time and from time to time to appoint

any other person to be an Additional Director. Any such Additional Director shall hold office only upto the date of the next Annual General Meeting.

123. Subject to the provisions of the Act, the Board shall have power at any time and from time to time to appoint

a Director who shall hold office only upto the date upto which the Director in whose place he is appointed would have held office if it had not been vacated by him.

124. (a) Until otherwise determined by the Company in General Meeting, each Director other than the

Managing/Whole-time Director (unless otherwise specifically provided for) shall be entitled to sitting


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fees not exceeding a sum prescribed in the Act (as may be amended from time to time) for attending meetings of the Board or Committees thereof.

(b) The remuneration of a Director for his service shall be such sum as may be determined by the Board of Directors but not exceeding such sum as may be prescribed by the Act or Central Government and/or the listing agreement with Stock Exchange. The Directors subject to the sanction of the Central Government (if any required) may be paid such further remuneration as the Company in General Meeting shall, from time to time, determine and such further remuneration shall be divided among the Directors in such proportion and manner as the Board may from time to time determine, and in default of such determination shall be divided amongst the Directors equally.

(c) Subject to the provisions of the Act, a Director who is neither in the whole-time employment of the Company nor a Managing Director, may be paid remuneration either; (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 payment.

125. The Board of Directors may subject to the limitations provided in the Act allow and pay to any Director who

attends a meeting at a place other than his usual place of residence for the purpose of attending a meeting, such sum as the Board may consider fair, compensation for travelling, hotel and other incidental expenses properly incurred by him, in addition to his fee for attending such meeting as above specified.

126. If any Director, being willing, shall be called upon to perform extra services or to make any special exertions in

going or residing out of the city of his normal residence or otherwise for any of the purposes of the Company, the Company shall subject as aforesaid, remunerate such Director either by a fixed sum or by a percentage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided.

127. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number falls

below the minimum number fixed by Article 116 hereof the continuing Directors may act for the purpose of increasing the number of Directors to that minimum number, or for summoning a General Meeting of the Company or in emergencies but no other purpose.

128. Subject to the provisions of the Act and observance and fulfilment thereof and subject to restrictions imposed

by Articles, no Director shall be disqualified by his office of a Director in the Company from contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested, be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office, or of the fiduciary relationship thereby established, but it is declared that the nature of his interest must be disclosed by him as provided by the Act.

129. A Director of the Company may become a Director of any Company promoted by the Company, or in which he

may be interested as a vendor or Member and subject to the provisions of the Act and these Articles no such Director shall be accountable for any benefits received as a Director or Member of such Company.

130. The Company shall observe the restrictions imposed on the Company in regard to grant of loans to Directors

and other persons as provided in Section 295 and other applicable provisions, if any, of the Act. 131. Subject to the provisions of the Act and these Articles, the Company may by an Ordinary Resolution in

General Meeting from time to time increase or reduce within the maximum limit permissible the number of Directors provided that any increase in the number of Directors exceeding the limit in that behalf provided in the Act shall not have any effect unless approved by the Central Government and shall become void if and so far it is disapproved by the Government.


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PROCEEDING OF THE BOARD OF DIRECTORS 132. (a) The Board of Directors may meet for the despatch of business, adjourn and otherwise regulate its

meetings as it thinks fit. (b) The Chairman of the Board of Directors or the Managing Director or any two-Directors may at any time

convene a meeting of the Board of Directors. 133. The Directors may from time to time elect from among their members a Chairman of the Board and determine

the period for which he is to hold office. If at any meeting of the Board, the Chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of the Directors then present to preside at the meeting.

134. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes and in the

case of an equality of votes, the Chairman will have a second or casting vote. 135. Subject to the provisions of the Act, the Board may delegate any of their powers to a Committee consisting of

such member or members of its body as it thinks fit, and it may from time to time revoke and discharge any such committee either wholly or in part and either as to person, or purposes, but every Committee so formed shall in the exercise of the powers 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 in conformity with such regulations and in fulfilment of the purposes of their appointment but not otherwise, shall have the like force and effect as if done by the Board.

136. The Meetings and proceedings of any such Committee of the Board consisting of two or more members shall

be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding Article.

137. (a) A resolution passed by circular without a meeting of the Board or a committee of the Board appointed

under Article 135 shall, subject to the provisions of sub-clause (b) hereof and the Act be as valid and effectual as a Resolution duly passed at a meeting of the Board or of a committee duly called and held.

(b) A resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by a circular, if 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 requisite for a Meeting of the Board or the committee as the case may be) and to all other Directors or other members of the Committee at their usual addresses in India and has been approved by such of the Directors or members of the committee as are then in India or by a majority of such of them as are entitled to vote on the Resolution.

(c) Subject to the provisions of the Act, a statement signed by the Managing Director, Secretary or other person authorised in that behalf by the directors certifying the absence from India of any Directors shall for the purposes of this Article be prima facie conclusive.

138. Subject to the provisions of the Act, 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 Director or persons acting as aforesaid, or that they or any of them were 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.

139. Subject to the provisions of Section 287 of the Act, the quorum for a Meeting of the Directors shall be one-

third of the total strength of the Board of Directors, or two Directors whichever is higher.


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RETIREMENT AND ROTATION OF DIRECTORS 140. (a) Not less than two-third of the total number of directors of the Company shall be person whose period of

office is liable to determination by retirement of Directors by rotation and save as otherwise expressly provided in the Act and these Articles, be appointed by the Company, in General Meeting.

(b) The remaining Directors shall be appointed in accordance with the provisions of the Articles. (c) The Permanent Directors or Permanent Director if any, shall not be liable to retirement by rotation from

office of Directors nor shall they or he or she be counted in the number of retiring Directors or retiring Director so long as they or he or she shall fill the office of Permanent Director.

141. At the Annual General Meeting in each year one-third of the Directors for the time being as are liable to retire

by rotation or, if their number is not three or multiple of three then the number nearest to one-third shall retire from office.

142. Subject to the provisions of the Act and these Articles the Directors to retire by rotation under the foregoing

Article at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who became 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. Subject to the provisions of the Act, a retiring Director shall retain office until the dissolution of the meeting at which the re-appointment is decided or his successor is appointed.

143. Subject to the provisions of the Act and these Articles, a retiring Director shall be eligible for re-appointment. 144. Subject to the applicable provisions of the Act and these Articles, the Company, at the Annual General

Meeting at which a Director retires in manner aforesaid may fill up the vacated office by selecting the retiring Director or some other person thereto.

145. (1) If the place of the retiring Director is not so filled up and the meeting had 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 day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place.

(2) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless : (a) At the meeting or at the previous meeting a resolution for the re-appointment of such Director has

been put to the meeting and lost ; (b) 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; (c) He is not qualified or is disqualified for appointment; (d) A resolution whether special or ordinary is required for the appointment or re-appointment by

virtue of any provisions of the Act; (e) Sub-clause (2) of Section 263 of the Act is applicable to the case.

146. (1) Subject to the provisions of the Act and these Articles, any person who is not a retiring Director shall be

eligible for appointment to the Office of Director at any General Meeting if he or any member intending to propose him, has atleast 14 clear days before the meeting, left at the office of the Company a notice in writing under his hand signifying his candidature for that office or the intention of such member to propose him as a candidate for that office as the case may be. The Company shall duly comply with the provisions of Section 257 of the Act for informing its members of the candidature of the Director concerned.

(2) Every person (other than a Director retiring by rotation or otherwise or a person who has left at the office of the Company a notice under Section 257, signifying his candidature for the office of a Director)


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proposed as candidate for the office of a Director shall sign and file with the company, his consent in writing to act as a Director, if appointed.

(3) A person other than a Director re-appointed after retirement by rotation or immediately on the expiry of his term of office, or an additional or alternate Director, or a person filling a casual vacancy in the office of a Director under Section 262 of the Act, appointed as a Director or re-appointed as an additional or alternate Director immediately on the expiry of his term of office, shall not act as a Director of the company, unless he has within 30 days of his appointment signed and filed with the Registrar his concerned in writing to act as such Director.

147. At a General Meeting of the Company, a motion shall not 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 first been agreed to by the meeting without any vote being given against it. A resolution moved in contravention of this Article shall be void whether or not objection was taken at the time to its being so moved: Provided that where a resolution so moved is passed and no provision for the automatic re-appointment of retiring Directors by virtue of these Articles or the Act in default of another appointment shall apply.

The provisions of Section 314 of the Act shall be complied with when applicable in regard to holding of office or place of profit under the Company or under any subsidiary of the Company by any person mentioned in the said section. The words ‘office’ or ‘place of profit’ shall have the meaning assigned to them by Section 314 of the Act.

REMOVAL OF DIRECTORS

148. (1) The Company may (subject to the provisions of Section 284 and other applicable provisions of the Act

and these Articles) remove any Director before the expiry of his period of office. (2) Special notice as provided by Section 190 of the Act shall be given 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 (whether or not he is a member of the company) 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 its notification to members of the Company, the company shall unless the representation is received by it too late, for it to do so : (a) in the notice of the resolution given to 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, and if a copy of the

representations is not sent as aforesaid because they were 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 representations shall be read out at the meeting:

Provided that copy of the representation need not be sent or read out at the meeting on the application of the Company or of any other person who claims to be aggrieved if the Court 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 in pursuance of Article 121 or Section 262 of the Act 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 under sub-clause (2) hereof. A director so appointed shall hold office until the date upto which his predecessor would have held office if he had and not been removed as aforesaid.

(6) If the vacancy is not filled under sub-clause (5), it may be filled as a casual vacancy in accordance with the provisions in so far as they are applicable, of Article 123 or Section 262 of the Act, and all the provisions of that section shall apply accordingly.


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(7) A Director who was removed from the office under this Article shall not be reappointed as a Director by the Board of Directors.

149. The Board of Directors 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 Company the whole or substantially the whole of any such undertaking.

(b) remit, or give time for the repayment of any debt due by a Director; (c) 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 in sub-clause (a) above, or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on with difficulty or only after a considerable time;

(d) borrow moneys in excess of the limits prescribed in the Act. (e) 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 percent of its average net profits as determined in accordance with the Act during the three financial years, immediately preceding, whichever is greater.

150. (1) The Board shall exercise the following powers on behalf of the Company and it shall do so only by

means of resolution passed at the meetings of the Board of Directors : (a) the power to make calls on members in respect of money unpaid on their shares; (b) the power to issue debentures; (c) the power to borrow moneys otherwise than on debentures; (d) the power to invest the funds of the Company. (e) the power to make loans. Provided that the Board may, by resolution passed at a meeting, delegate to any Committee of

Directors or the Managing Director, or the Secretary, or any principal officer of the Company or of any of its branch offices the powers specified to in (c), (d) and (e) of this sub-clause to the extent specified below on such conditions as the Board may prescribe.

(2) Every resolution delegating the power referred to in sub-clause (1) (c) shall specify the total amount outstanding at any one time upto which moneys may be borrowed by the delegatee. Provided, however, that where the Company has an arrangement with its bankers for the borrowing of money by way of overdraft, cash credit or otherwise, the actual day-to-day operation of the overdraft, cash credit or the accounts by means of which the arrangement made is availed of shall not require sanction of Board.

(3) Every resolution delegating the power referred to in sub-clause (1) (d) shall specify the total amounts upto which the funds may be invested and the nature of the investments which may be made by the delegates.

(4) Every resolution delegating the power referred to in sub-clause (1) (e) shall specify the total amount upto which loans may be made by the delegates, the purpose for which the loans may be made and the maximum amount of loans which may be made for each such purpose in individual cases.

(5) Nothing contained in this Article shall be deemed to affect the right of the Company in General Meeting to impose restrictions and conditions on the exercise by the Board and any of the powers referred to in (a), (b), (c) and (d) of clause (1) above.

POWERS OF THE BOARD

151. The business of the Company shall be managed by the Board who may exercise all such powers of the

Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act, or by any other law or by the Memorandum or by the Articles required to be exercised by the Company in General Meeting. However 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.

Without prejudice to the general powers conferred by the Article 150 and so as not in any way to limit or restrict these powers, and without prejudice to the other powers conferred by these Articles, but subject to the


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restrictions contained in the last preceding two Articles, it is hereby, declared that the Directors shall have the following powers, that is to say : (1) Subject to the provisions of the Act, to purchase or otherwise acquire any lands, buildings, machinery,

premises, property, effects, assets, rights, creditors, royalties, business and goodwill of any person firm or company carrying on the business which this Company is authorised to carry on, in any part of India.

(2) Subject to the provisions of the Act to purchase, take on lease for any term or terms of years, or otherwise acquire any land or lands, with or without buildings and out-houses thereon, situate in any part of India, at such conditions as the Directors may think fit, and in any such purchase, lease or acquisition to accept such title as the Directors may believe, or may be advised to be reasonably satisfy.

(3) To erect and construct, on the said land or lands, buildings, houses, warehouses and sheds and to alter, extend and improve the same, to let or lease the property of the company, in part or in whole for such rent and subject to such conditions, as may be thought advisable; to sell such portions of the land or buildings of the Company as may not be required for the company; to mortgage the whole or any portion of the property of the company for the purposes of the Company; to sell all or any portion of the machinery or stores belonging to the Company.

(4) At their discretion and subject to the provisions of the Act, the Directors may pay property rights or privileges acquired by, or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such share may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

(5) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce and other moveable property of the Company either separately or co-jointly; also to insure all or any portion of the goods, produce, 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 open accounts with any Bank or Bankers and to pay money into and draw money from any such account from time to time as the Directors may think fit.

(7) To secure the fulfilment of any contracts or engagement entered into by the Company by mortgage or charge on all or any of the property of the Company including its whole or part of its undertaking as a going concern and its uncalled capital for the time being or in such manner as they think fit.

(8) To accept from any member, so far as may be permissible by law, a surrender of the shares or any part thereof, on such terms and conditions as shall be agreed upon.

(9) To appoint any person to accept and hold in trust, for the Company property belonging to the Company, or in which it is interested or for any other purposes and to execute and to 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.

(10) To institute, conduct, defend, compound or abandon any legal proceeding by or against the Company or its Officer, or otherwise concerning the affairs and also to compound and allow time for payment or satisfaction of any debts, due, and of any claims or demands by or against the Company and to refer any difference to arbitration, either according to Indian or Foreign law and either in India or abroad and observe and perform or challenge any award thereon.

(11) To act on behalf of the Company in all matters relating to bankruptcy insolvency. (12) To make and give receipts, release and give discharge for moneys payable to the Company and for the

claims and demands of the Company. (13) Subject to the provisions of the Act, and these Articles to invest and deal with any moneys of the

Company not immediately required for the purpose thereof, upon such authority (not being the shares of this Company) or without security and in such manner as they may think fit and from time to time to vary or realise such investments. Save as provided in Section 49 of the Act, all investments shall be made and held in the Company’s own name.

(14) 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 whether as principal or as surety, for the benefit of the Company, such mortgage of the Company’s property (present or future) as they think fit, and any


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such mortgage may contain a power of sale and other powers, provisions, covenants and agreements as shall be agreed upon;

(15) To determine from time to time persons who shall be entitled to sign on Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purpose, whether by way of a resolution of the Board or by way of a power of attorney or otherwise.

(16) To give to any Director, Officer, or other persons employed by the Company, a commission on the profits of any particular business or transaction, or a share in the general profits of the company; and such commission or share of profits shall be treated as part of the working expenses of the Company.

(17) To give, award or allow any bonus, pension, gratuity or compensation to any employee of the Company, or his widow, children, dependents, that may appear just or proper, whether such employee, his widow, children or dependents have or have not a legal claim on the Company.

(18) Before recommending any dividend subject to provisions of Section 205 of the Act, to set aside out of the profits of the Company such sums as they may think proper for depreciation or the depreciation funds or to insurance fund or to an export fund, or to a Reserve Fund, or Sinking Fund or any special fund to meet contingencies or repay debentures or debenture-stock or for equalising dividends or for repairing, improving, extending and maintaining any of the properties of the Company and for such other purposes (including the purpose referred to in the preceding clause) as the Board may, in the absolute discretion think conducive to the interests of the Company, and subject to Section 292 of the Act, to invest the several sums so set aside or so much thereof as may be required to be invested, upon such investments (other than shares of this Company) as they may think fit and from time to time deal with and vary such investments and dispose of and apply and extend all or any part thereof for the benefit of the Company notwithstanding the matters to which the Board apply or upon which the capital moneys of the Company might rightly be applied or expended and divide the reserve fund into such special funds as the Board may think fit; with full powers to transfer the whole or any portion of a reserve fund or division of a reserve fund to another fund and with the full power to employ the assets constituting all or any of the above funds, including the depredation fund, in the business of the company or in the purchase or repayment of debentures or debenture-stocks and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with the power to the Board at their discretion to pay or allow to the credit of such funds, interest at such rate as the Board may think proper.

(19) To appoint, and at their discretion remove or suspend such general manager, managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisers, research workers, labourers, clerks, agents and servants, for permanent, temporary or special services as they may from time to time think fit, and to determine their powers and duties and to fix their salaries or emoluments or remuneration and to require security in such instances and for such amounts they may think fit and also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit and the provisions contained in the next following clauses shall be without prejudice to the general powers conferred by this clause.

(20) To comply with the requirement of any local law which in their opinion it would be in the interest of the Company be necessary or expedient to comply with.

(21) From time to time and at any time to establish any local board for managing the affairs of the Company in any specified locality in India or elsewhere and to appoint any persons to be members of such local Boards, and to fix their remunerations;

(22) Subject to Section 292 of the Act, from time to time, and at any time to delegate to any person so appointed any of the powers, authorities, and discretions for the time being vested in the Board, other than their power to make calls or to make loans or borrow moneys; and to authorise the members for the time being of any local Board, or any of them to fill up any vacancies, and such appointment or delegation may be made on such terms and conditions to the Board may think fit, and the Board may at any time remove any person so appointed and may revoke or vary such delegation.

(23) At any time and from time to time by power of attorney under the seal of the Company, to appoint any person or persons to be the Attorney or attorneys of the Company, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under


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these presents and excluding the power to make calls and excluding also except in their limits authorised by the Board the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit, and such appointments may (if the Board think fit) be made in favour of the members or any of the members of any local Board established as aforesaid or in favour of any Company, or the shareholders, directors, nominees or manager of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such powers of attorney may contain such powers for the protection or convenience for dealing with such Attorneys as the Board may think fit, and may contain powers enabling any such delegated Attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them.

(24) Subject to Sections 294 and 300 of the Act, 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 acts, deeds and things in the name and on behalf of the Company as they may consider expedient.

(25) From time to time to make, vary and repeal rules for the regulations of the business of the Company its Officers and employees.

(26) To effect, make and enter into on behalf of the Company all transactions, agreements and other contracts within the scope of the business of the Company.

(27) To apply for, promote and obtain any act, charter, privilege, concession, license, authorisation, if any, Government, State or municipality, provisional order or license of any authority for enabling the Company to carry any of this objects into effect, or for extending and any of the powers of the Company or for effecting any modification of the Company’s constitution, or for any other purpose, which may seem expedient and to oppose any proceedings or applications which may seem calculated, directly or indirectly to prejudice the Company’s interests.

(28) To pay and charge to the capital account of the Company any commission or interest lawfully payable thereout under the provisions of Sections 76 and 208 of the Act and of the provisions contained in these presents.

(29) To redeem preference shares. (30) To subscribe, incur expenditure or otherwise to assist or to guarantee money to charitable, benevolent,

religious, scientific, national or any other institutions 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.

MANAGING AND WHOLE-TIME DIRECTORS

152. Subject to the provisions of the Act and of these Articles, the Directors may from time to time in Board

Meetings appoint one or more of their body to be a Managing Director or Managing Directors or whole-time Director or whole-time Directors of the Company for such term not exceeding five years at a time as they may think fit to manage the affairs and business of the Company, and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.

153. Subject to the provisions of the Act and to these Articles, a Managing Director or a Whole-time Director shall

not, while he continues to hold that office, be subject to retirement by rotation in accordance with the provisions of the Act but he shall subject to the provisions of any contract between him and company be subject to the same provisions as to resignation and removal as the other Directors of the Company and he shall ipso facto and immediately cease to be a Managing Director or Whole-time Director if he ceased to hold the office of Director from any cause. Provided that if at any time the number of Directors (including the Managing Director or Whole-time Director) as are not subject to retirement by rotation shall exceed one-third of the total number of the Directors for the time being then such Managing Director of Managing Directors’ or Whole-time Director or Whole-time Directors as the Directors shall from time to time determine as to who shall be made liable to retirement by rotation in accordance with the provisions of the Act to the intent that the number of directors not liable to retirement by rotation shall not exceed one-third of the total number of Directors for the time being.


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A Managing Director or Whole-time Director who is appointed as Director immediately on the retirement by rotation shall continue to hold his office as Managing Director or Whole-time Director and such re-appointment as such Director shall not be deemed to constitute a break in his appointment as Managing Director or Whole-time Director.

154. The remuneration of a Managing Director or a Whole-time Director (subject to the provisions of the Act and

of these Articles and of any contract between him and the Company) shall from time to time be fixed by the Directors, and may be, by way of fixed salary, or commission on profits of the Company, or by participation in any such profits, or by any, or all of these modes.

155. Subject to control, direction and supervision of the Board of Directors, the day-to-day management of the

company will be in the hands of the Managing Director or Whole-time Director appointed in accordance with regulations of these Articles of Association with powers to the Directors to distribute such day-to-day management functions among such Directors and in any manner as may be directed by the Board. The Directors may from time to time entrust to and confer upon the Managing Director or Whole-time Director for the time being save as prohibited in the Act, such of the powers exercisable under these presents by the Directors as they may think fit, and may confer such objects and purposes, and upon such terms and conditions, and with such restrictions as they think expedient; and they may subject to the provisions of the Act and these Articles confer such powers, either collaterally with or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any such powers.

THE SECRETARY/MANAGER

156. The Directors may from time to time appoint a duly qualified person to be the Secretary/Manager of the

Company and on such terms and conditions as they shall deem fit and may from time to time suspend, remove or dismiss him from office and appoint another in his place.

Subject to the provisions of the Act and these Articles the Directors may delegate to the Secretary such powers and entrust him with such duties as they may deem fit from time to time and revoke, cancel, alter or modify the same, and in particular, entrust to him the performance of the functions which, by the Act, are to be performed by the Secretary of the Company and other administrative and ministerial duties. The remuneration of the Secretary shall be such as may be determined by the Directors from time to time.

THE SEAL

157. (a) The Board shall provide a Common Seal for the purposes of the Company, and shall have power from

time to time to destroy the same and substitute a new Seal in lieu thereof, and the Board 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 a Committee of the Board previously given.

(b) The Company shall also be at liberty to have an Official Seal in accordance with Section 50 of the Act, for use in any territory, district or place outside India.

158. 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, be signed by any two Director and Secretary or some other person appointed by the Board for the purpose provided that in respect of the Share Certificate the Seal shall be affixed in accordance with Article 22 (a).

DIVIDEND WARRANTS

159. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends

shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares.


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(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.

(3) 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.

160. The Company in General Meeting may declare dividends, to be paid to members according to their respective

rights and interests in the profits and may fix the time for payment and the Company shall comply with the provisions of Section 207 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors, but the Company may declare a smaller dividend in general meeting.

161. (1) No Dividend shall be declared or paid by the Company for any financial year except out of the profits of

the Company for that year arrived at after providing for depreciation in accordance with the provisions of sub-clause (2) or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with those provisions and remaining undistributed or out of both or out of moneys provided by the Central Government or State Government for the payment of dividend in pursuance of a Guarantee given by the Government and except after the transfer to the reserves of the Company of such percentage out of the profits for that year not exceeding ten per cent as may be prescribed or voluntarily such higher percentage in accordance with the rules as may be made by the Central Government in that behalf. PROVIDED HOWEVER whether owing to inadequacy or absence of profits in any year, the Company proposes to declare out of the accumulated profits earned by the Company in previous years and transferred by it to the reserves, such declaration of dividend shall not be made except in accordance with such rules as may be made by the Central Government in this behalf, and whether any such declaration is not in accordance with such rules, such declaration shall not be made except with the previous approval of the Central Government.

(2) The depreciation shall be provided either — (a) to the extent specified in Section 350 of the Act; or (b) in respect of each item of a depreciable asset, for such an amount as is arrived at by dividing 95 per

cent of the original cost thereof to the Company by the specified period in respect of such asset; or (c) on any other basis approved by the Central Government which has the effect of writing off by way

of depreciation 95 per cent of the original cost of the Company of its such depreciable asset on the expiry of the specified period; or

(d) as regards any other depreciation assets for which no rate of depreciation has been laid down by the Indian Income-tax Act, 1961 or the rules made there-under on such basis as may be approved by the Central Government by any general order published in the Official Gazette or by any special order in the case of the Company;

Provided that where depreciation is provided for in the manner laid down in Clause (b) or Clause (c), then in the event of the depreciated assets being sold, discarded, demolished or destroyed, the written down value thereof at the end of the financial year in which the asset is sold, discarded, demolished or destroyed shall be written off in accordance with the proviso to Section 350 of the Act.

(3) No dividend shall be payable except, in cash, provided that nothing in this Article shall be deemed to prohibit the capitalisation of the profits or reserves of the Company for the purpose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on any shares held by members of the Company.

(4) Nothing in this Article shall be deemed to affect in any manner the operation-of Section 208 of the Act. (5) For the purposes of this Article ‘Specified period’ in respect of any depreciable asset shall mean the

number of years at the end of which at least 95 per cent of the original cost of that asset to the Company will have been provided for by way of depreciation, if depreciation were to be calculated in accordance with the provisions of Section 350 of the Act.

162. The Board of Directors may from time to time, pay to the members such interim dividends as in their

judgment the position of the Company justifies.


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163. The Directors may retain any dividends 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.

164. Where the capital is paid in advance of the calls upon the footing that the same shall carry interest, such

capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits. 165. 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 dividends as from a particular date such share shall rank for dividend accordingly.

166. The Board of Directors may retain the dividend payable upon shares in respect of which any person under

Article 65 has become entitled to be a member, or any person under that Article is entitled to transfer, until such person becomes a member, in respect of such shares or shall duly transfer the same.

167. No member shall be entitled to receive payment of any interest or dividend or bonus in respect of his 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 however, either alone or jointly with any other person or persons) and the Board of Directors may deduct from the interest or dividend payable to any member all such sums of money so due from him to the Company.

168. A transfer of shares does not pass the right to any dividend declared thereon before the registration of the

transfer. 169. Any one of several persons who are registered as joint holders of any share may give effectual receipts for all

dividends or bonus and payments on account of dividends in respect of such share. 170. The dividend payable in cash may be paid by cheque or warrant sent through post direct to the registered

address of the shareholder entitled to the payment of the dividend or in case of joint holders to the registered address of that one of the joint holders which is first named on the register of members or to such person and to such address as the holder or the joint holder may in writing direct. The Company shall not be liable or responsible for any cheque or warrant or pay-slip or receipt lost in transmission or for any dividend lost, to the member or person entitled thereto by forged endorsement of any cheque or warrant or the fraudulent recovery of the dividend by any other means.

171. Notice of the declaration of any dividend whether interim or otherwise shall be given to the registered holder

of share in the manner herein provided. 172. (1) The Company shall pay the dividend or send the warrant in respect thereof to the shareholder entitled to

the payment of dividend, within “thirty” or such days as may be prescribed from the date of the declaration of the dividend unless - (a) where the dividend could not be paid by reason of the operation of any law; (b) where a shareholder has given directions regarding the payment of the dividend and those

directions cannot be complied with; (c) where there is a dispute regarding the right to receive the dividend; (d) where the dividend has been lawfully adjusted by the Company against any sum due to it from the

shareholder; or (e) where for any other reasons, 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. (2) (a) The amount of dividend, including interim dividend, declared shall be deposited in a separate bank

account within five days from the date of declaration of such dividend or such time as may be prescribed in the Act from time to time.

(b) If the dividend has not been paid within thirty days or such time as may be prescribed in the Act from time to time to a share holder, then the Company shall within seven days from the date of


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expiry of the said thirty days or such days as prescribed transfer the whole of the dividend amount to a special account called “Unpaid/Unclaimed Dividend Account AGS TRANSACT TECHNOLOGIES LIMITED” to be opened with a scheduled bank.

(c) Any money transferred to the unpaid/Unclaimed dividend account of the Company, which remains unpaid or unclaimed for a period of seven years or such time as may be prescribed in the Act from time to time from the date of such transfer shall be transferred by the Company to Investor Education and Protection Fund established under Section 205C of the Act and transfer to the said account the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted.

173. All amounts due as provided in Section 205C of the Companies Act, 1956, which remains unpaid or

unclaimed for a period of seven years from the date of transfer to the prescribed accounts provided in the Act shall be transferred by the Company to the general revenue account of the Central Government. Any claims to any money so transferred to the general account may be preferred to the Central Government by the shareholders to whom the money is due.

174. No unclaimed dividend shall be forfeited and no unpaid dividend shall bear interest as against the Company. 175. Any General Meeting declaring a dividend may on the recommendations of the Directors make a call of the

Members of such amount 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 be made payable at the same time as the dividend; and the dividend may, if so arranged between the Company and members be set of against the calls.

CAPITALIZATION

176. (1) The Company in General Meeting may, upon the recommendation of the Board, resolve:

(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or to the credit of the Profit and Loss account, or otherwise available for distribution; and

(b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

(2) The sums aforesaid shall not be paid in cash but shall be applied subject to the provisions contained in clause (3) either in or towards: (i) paying up any amounts for the time being unpaid on any shares held by such members

respectively; (ii) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully

paid up, to and amongst such members in the proportions aforesaid; or (iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii).

(3) A Securities Premium Account, Share Premium Account and Capital Redemption Reserve Account may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the Company and fully paid bonus shares.

(4) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation. 177. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall—

(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares, if any, and;

(b) generally to do all acts and things required to give effect thereto. (2) The Board shall have full power -

(a) to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, in case of shares becoming distributable in fractions; and also

(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation, or (as the case may


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require) for the payment by the Company on their behalf, by the application thereto of their respective proportions, of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares.

(3) Any agreement made under such authority shall be effective and binding on all such members. (4) That for the purpose of giving effect to any resolution, under the preceding paragraph of this Article, the

Directors may give such directions as may be necessary and settle any questions or difficulties that may arise in regard to any issue including distribution of new equity shares and fractional certificates as they think fit.

MINUTES 178. (1) The Company shall cause minutes of all proceeding of General Meetings 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 initialled 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 of a Committee thereof by the

Chairman of the said meeting or the Chairman of the next succeeding meeting; and (b) in case of minutes of proceedings of the General Meeting, by the Chairman of the said meeting

within the aforesaid period of thirty days or in the event of the death or inability of that Chairman within that period by a Director duly authorised by the Board for the purpose.

(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 each meeting shall contain a fair and correct summary of the 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 a meeting of the Board of Directors or of a Committee of the Board, the minutes shall

contain- (a) the names of the Directors present at the meeting; and (b) in the case of each resolution passed at the meeting the names of the Directors, if any, dissenting

from or not concurring in the resolution. (7) nothing contained in Clauses (1) to (6) hereof shall be deemed to require 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 of any person; (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 matter in the minutes on the grounds specified in this sub-clause.

179. The minutes of meeting kept in accordance with the provisions of Section 193 of the Act shall be evidence of

the proceedings recorded therein. 180. Where the minutes of the proceedings of any General Meeting of the Company or of any meeting of the Board

or of a Committee of Directors have been kept in accordance with the provisions of Section 193 of the Act until the contrary is proved, the meeting shall be deemed to have been duly called and held, all proceedings, there at to have been duly taken place and in particular all appointments of Directors or liquidators made at the meeting shall be deemed to be valid.

181. (1) The books containing the minutes of the proceedings of any General Meetings of the Company shall be

open to inspection of members without charge on such days and during such business hours as may consistently with the provisions of Section 196 of the Act be determined by the Company in General Meeting and the members will also be entitled to be furnished with copies thereof on payment of regulated charges.


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(2) Any member of the Company shall be entitled to be furnished within seven days after he has made a request in that behalf to the Company with a copy of any minutes referred to in sub-clause (1) hereof on payment of thirty-seven paise for every hundred words or fractional part thereof required to be copied

182. No document purporting to be a report of the proceedings of any General Meeting of the Company shall be

circulated or advertised at the expense of the Company unless it includes the matters required by Section 193 of the Act, to be contained in the Minutes of the proceedings of such meeting.

ACCOUNTS

183. (1) The company shall keep at its head office proper Books of Account with respect to:

(a) all sums of money received or expended by the Company and the matters in respect of which the receipt and expenditure take place.

(b) all sales and purchases of goods by the Company. (c) the assets and liabilities of the Company. (d) such particulars relating to utilisation of material or labour or other items of cost as may be

prescribed by Section 209(1)(d) of the Act. All or any of the books of account aforesaid may be kept at such other place In India as the Board of

Director may decide and when the Board of Directors so decides the Company shall, within 7 days of the decision, file with the Registrar a notice in writing giving the full address of that other place.

(2) Where the Company has a branch office, whether in or outside India, the company shall be deemed to have complied with the provisions of clause (1) If proper books of account relating to the transactions effected at the branch office are kept at that office and proper summarised returns are made upto dates at intervals of not more than three months are sent by the branch office to the Company at Its Registered Office or other place referred to in clause (1).

(3) The books of account and other books and papers shall be open to inspection by any Director during business hours.

(4) The books of account relating to a period of not less than eight years immediately preceding the current year together with the vouchers relating to any entry in such books of account shall be preserved in good order.

(5) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection by Members not being Directors, and no Member (not being a Director) shall have the right of inspecting any account or books or documents of the Company except as conferred by law or authorised by the Board.

(6) The Directors shall from time to time, in accordance with the provisions of the Act cause to be prepared and to be laid before the Company in General Meeting, such Balance Sheet, Profit and Loss Accounts and Reports as are required by the Act and within the periods therein mentioned.

AUDIT

184. The Company shall at each Annual General Meeting 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 7 days of the appointment, give intimation thereto to every Auditor so appointed. Provided that before any appointment or re-appointment of Auditor or Auditors is made by the Company at any Annual General Meeting a written certificate shall be obtained by the Company from the auditor or Auditors proposed to be so appointed to the effect that the appointment or re-appointment if made will be in accordance with the limits specified in sub-section (IB) of Section 224 of the Act.

185. Every Auditor of the Company shall have a right of access at all times to the books and accounts and

vouchers of the Company whether kept at the head office of the Company or elsewhere and shall be entitled to require from the officers of the Company such information and explanations as he may think necessary for the performance of his duties as Auditor.


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186. The Auditor 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 and Profit and Loss Account which are to be laid before the Company in General Meeting in terms of the Act.

187. The Auditor’s Report shall be read before the Company in General Meeting and shall be open to inspection by

any member of the Company.

FOREIGN REGISTER 188. The Company may exercise the powers conferred on it by the provisions of the Act with regard to the keeping

of Foreign Register of its Members or Debenture-holders, and the Board may, subject to the provisions of the Act, make and vary such regulations as it may think fit in regard to the keeping of any such Registers.

DOCUMENTS AND SERVICE OF NOTICES

189. Any document or notice to be served or given by the Company be signed by a Director or such person duly

authorised by the Board for such purpose and the signature may be written or printed or lithographed. 190. Documents or notices of every General Meeting shall be served or given in the same manner hereinbefore

authorised on or to every member, every person entitled to a share in consequence of the death or insolvency of a member and the Auditor or Auditors for the time being of the Company.

Provided that when the notice of the meeting is given by advertising the same in newspaper circulating in the neighbourhood of the office of the Company pursuant to sub-section 3 of Section 53 of the Act, the statement of material facts referred to in Section 173 need not be annexed to the notice, as is required by that Section, but is shall merely be mentioned in the advertisement that the statement has been forwarded to the members of the Company.

191. (a) A document may be served on the Company or an Officer thereof by sending it to the Company or

Officer at the Registered Office or by leaving it at its Registered Office. (b) Subject to provisions of the Act, any notice or document delivered or sent by post to or left at the

Registered address of any member in pursuance of these presents shall notwithstanding such member be then deceased and whether or not the Company have notice of his decease be deemed to have been duly served in respect of any registered share whether held solely or jointly with other person by such Member until some other person be registered in his place as the holder or jointholders thereof and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his or her heirs, executors or administrators and all persons, if any, jointly interested with him or her in any such shares.

192. Save as otherwise expressly provided in the Act, a document or proceeding requiring authentication by the

company may be signed by a Director, the Manager, or Secretary or other Authorised Officer of the Company and need not be under the Common Seal of the Company.

REGISTERS AND DOCUMENTS

193. The Company shall keep and maintain Registers, Books and Documents as required by the Act or these

Articles, including the following: (1) Register of Investment made by the Company but not held in its own name, as required by Section 49(7)

of the Act and shall keep it open for inspection by any member or debenture holder of the Company without charge.

(2) Register of Mortgages and Charges as required by Section 143 of the Act and copies of instruments creating any charge requiring registration according to Section 134 of the Act and shall keep open for inspection of any creditor or member of the Company without fee and for inspection by any person on payment of a fee of such sum as may be prescribed by Central Government.


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(3) Register and Index of Members as required by Sections 150 and 151 of the Act and shall keep the same open for inspection of any member or debenture holder without fee and of any other person on payment of such sum as may be prescribed by Central Government

(4) Register and Index of Debenture Holders under Section 152 of the Act and keep it open for inspection by any member or debenture holder without fee and by any other person on payment of such sum as may be prescribed by Central Government.

(5) Foreign Register if thought fit as required by Section 157 of the Act and it shall be open for inspection and may be closed and extracts may be taken therefrom and copies thereof as may be required, in the manner mutatis mutandis, as is applicable to the Principal Register.

(6) Register of Contracts, and Companies and firms in which Directors are interested, as required, by Section 301 of the Act and shall keep it open for inspection of any member free of charge.

(7) Register of Directors, and Secretary etc., as required by Section 303 of the Act and shall keep it open for inspection by any member of the Company without charge and of any other person on payment of a fee of Rupee one for each inspection.

(8) Register as to Holdings by Directors of shares and/or debentures in the Company as required by Section 307 of the Act and shall keep it open for inspection by any member or debenture holder of the Company on any working day during the period beginning fourteen days before the date of the Company’s Annual General Meeting and ending three days after the date of its conclusion.

(9) Register of Loans and Investments made by the Company in shares and debentures of the bodies corporate as required by Section 372A of the Act.

(10) Books recording minutes of all proceedings of General Meeting, and of all proceedings at meetings of its Board of Directors or of Committees of the Board in accordance with the provisions of Section 193 of the Act.

(11) Copies of Annual Returns prepared under Section 159 of the Act together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act.

194. The Registers mentioned in Clause 9 of the foregoing Article and the minutes of all proceedings of General

Meetings shall be open to inspection and extracts may be taken therefrom and copies thereof may be required by any member of the Company in the same manner to the same extent and on payment of the same fees as in the case of the Register of Members of the Company, as provided for in clause 3 of the said Article. Copies of entries in the Registers mentioned in the foregoing Article shall be furnished to the persons entitled to the same on payment of such sum as may be prescribed by Central Government. The Company shall give inspection of the above Registers to the persons entitled to the same on such days and during such business hours as may consistently with the provisions of the Act in that behalf be determined by the Company in General Meeting.

WINDING UP

195. If the Company is to be wound up and the assets available for distribution among the Members as such are

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 winding up, the assets available for distribution among the Members are 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 at the commencement of the winding up paid-up or which ought to have been paid on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

196. (a) If the Company is to be wound up, whether voluntarily or otherwise, the liquidators may with the

sanction of a Special Resolution, divide amongst the contributories, in specie or kind any part of the assets of the company and may, with the like sanction, vest any part of the assets of the Company in Trustees upon such trusts for the benefit of the contributories, or any of them, as the liquidators, shall think fit.


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(b) If thought expedient any such division may subject to the provisions of the Act be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined on, any contributory who would be prejudiced thereby shall have a right to dissent and have ancillary rights as if such determination where a Special Resolution passed pursuant to Section 494 of the Act.

(c) In case any share to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares may within ten days after passing of the Special Resolution by notice in writing direct the liquidators to sell his portion and pay him the net proceeds and the liquidators shall if practicable act accordingly.

197. A Special Resolution sanctioning a sale to any other Company duly passed pursuant to Section 494 of the Act

may subject to the provisions of the Act in like manner as aforesaid determine that any shares or other consideration receivable by the liquidators be distributed amongst the members otherwise than in accordance with their existing rights and any such determination shall be binding upon all the members subject to the rights of dissent and consequential rights conferred by the said section.

INDEMNITY

198. Subject to provisions of Section 201 of the Act, every Director, or Officer or Servant of the Company or any

person (whether an Officer of the Company or not) employed by the Company as Auditor, shall be indemnified by the Company against and it shall be the duty of the Directors to pay, out of the funds of the Company, all costs, charges, losses and damages which any such person may incur or become liable to, by reason of any contract entered into or act or thing done, concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed duties (except such if any as he shall incur or sustain through or by his own wrongful act neglect or default) 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, Officer or Auditor or other officer of the Company in defending any proceedings whether civil or criminal in which judgement is given in his favour, or in which he is acquitted or in connection with any application under Section 633 of the Act on which relief is granted to him by the Court.

199. Subject to the provisions of Section 201 of the Act, no Director, Auditor or other Officer of the Company shall

be liable for the acts, receipts, neglects or defaults of any other Director or Officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors 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 damages arising from the insolvency or tortuous act of any person, firm or company to or with whom any moneys, securities or effects shall be entrusted or deposited or any loss occasioned by any error of judgment, omission, default or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in relation to execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonesty.

200. Subject to the provisions of the Act, no Director, Managing Director or other officer of the Company shall be

liable for the acts, receipts, neglects or defaults of any other Directors or Officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company through insufficiency or deficiency of title to any property acquired by order of the Directors 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, insolvency or tortuous act of any person, company or corporation, with whom any moneys, securities or effects shall be entrusted or deposited, or for any loss occasioned by any error of judgement or oversight on his part, or for any other loss or damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty.


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SECRECY 201. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, Servant, Agent,

Accountant or other person employed in the business of the company shall, if so required by the Directors, before entering upon his duties, sign a declaration pleading himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matter which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by any meeting or by a Court of Law and except so far as may be necessary in order to comply with any of the provisions in these presents contained.

(b) No member or other person (other than a Director) shall be entitled to enter the property of the Company or to inspect or examine the Company's premises or properties or the books of accounts of the Company without the permission of the Board of Directors of the Company for the time being or to require discovery of or any information in respect of any detail of the Company's trading or any matter which is or may be in the nature of trade secret, mystery of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to disclose or to communicate.


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SECTION X – OTHER INFORMATION

A. MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (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 this Draft Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by our Company. These contracts, copies of which have been attached to the copy of the Draft Red Herring Prospectus have been delivered to the Registrar of Companies, Maharashtra, Mumbai, for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company from 11:00 am to 5:00 pm on all Business Days from the date of this Draft Red Herring Prospectus until the Bid/Issue Closing date. MATERIAL CONTRACTS

1. Engagement letters dated June 15, 2010 and September 3, 2010, respectively issued to Avendus Capital Private Limited and YES Bank Limited respectively.

2. Issue Agreement dated September 21, 2010 entered into between our Company and the Book Running Lead Managers.

3. Memorandum of Understanding dated September 20, 2010 entered into between Link Intime

India Private Limited and our Company to act as the Registrar to the Issue.

4. Escrow Agreement dated [●] between our Company, BRLMs, Registrars to the Issue and Escrow Bankers.

5. Syndicate Agreement dated [●] amongst our Company, BRLMs and the Syndicate Members. 6. Underwriting Agreement dated [●] between our Company and the Syndicate.

7. Tripartite agreement dated [●] amongst our Company, Link Intime India Private Limited and

NSDL, for offering depository services. 8. Tripartite agreement dated [●] amongst our Company, Link Intime India Private Limited and

CDSL, for offering depository services. DOCUMENTS FOR INSPECTION

1. Memorandum and Articles of Association of our Company, as amended. 2. Certificate of Incorporation of our Company dated December 11, 2002 in the name of AGS

Infotech Private Limited. 3. Fresh certificate of incorporation dated June 3, 2010 pursuant to change of name of to AGS

Transact Technologies Private Limted.

4. Fresh certificate of incorporation dated July 20, 2010 pursuant to conversion into a Public Limited Company.

5. Certified true copy of the Resolution passed at the meeting of the Board of Directors held on

September 16, 2010 approving this Issue.


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6. Certified true copy of the Resolution passed u/s. 81(1A) of the Companies Act, 1956 at the Extraordinary General Meeting dated September 20, 2010 approving this Issue.

7. Consents of all Directors, Company Secretary and Compliance Officer, Auditors, BRLMs to

the Issue, Syndicate Members, Legal Advisors to the Issue, Bankers to our Company, Bankers to the Issue, Registrars to the Issue, to include their names in this Draft Red Herring Prospectus to act in their respective capacities.

8. Report of the Auditors, M/s. Shah & Co., on the restated financial statements mentioned in this Draft Red Herring Prospectus.

9. Annual Reports of our Company for the Financial Years ended March 31, 2006; March 31, 2007; March 31, 2008; March 31, 2009 and March 31, 2010.

10. Report of the Auditors M/s Shah & Co, Chartered Accountants dated September 17, 2010 on the Tax Benefits available to our Company and its shareholders.

11. Statutory Auditors Certificate dated September 17, 2010 regarding Sources and Deployment of Funds.

12. Consent of the Auditors, M/s Shah & Co, Chartered Accountants for inclusion of their report on accounts and tax benefits in the form and context in which they appear in this draft Red Herring Prospectus.

13. Certified true copy of Due Diligence Certificate dated September 22, 2010 to SEBI from BRLMs – Avendus Capital Private Limited and YES Bank Limited respectively.

14. In-principle listing approvals from BSE and NSE dated [●] and [●] respectively.

15. Undertakings by our Company.

16. SEBI Observation Letter No. [●] dated [●] issued by Securities and Exchange Board of India and copy of the compliance letter dated [●] filed by Avendus Capital Private Limited and YES Bank Limited with Securities and Exchange Board of India.

17. Report of the IPO grading agency, [●] dated [●] furnishing the rationale for its grading,

disclosed in this offer document.

18. Consent from [●] for inclusion of their name in the Draft Red Herring Prospectus as IPO Grading Agency and for inclusion of their report in the form and context in which they appear in the Red Herring Prospectus and the Prospectus.


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B. DECLARATION All relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government or the regulations or guidelines issued by the Securities and Exchange Board of India as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations issued, as the case may be. The Board of Directors further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTORS OF THE COMPANY Mr. Ravi Badrinarain Goyal Chairman & Managing Director Mr. Badrinarain Kunjbihari Goyal Non Executive Director Mr. Sudip Bandyopadhyay Independent Director Mr. S. P. Chaudhry Non Executive Director Mr. T.S. Bhattacharya Independent Director Mr. Jayesh Parmar Independent Director

SIGNED BY HEAD – FINANCE & ACCOUNTS Mr. Surendranath SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER Ms. Rashmi Sarvaiya Place: Mumbai Date: September 21, 2010