DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956

(100% Book Building Issue)

TUNIP AGRO LIMITED

[Incorporated on September 03, 2004 under the Companies Act, 1956 as ‘Tunip Agro Private Limited’ vide Certificate of Incorporation issued by the Registrar of Companies, Maharashtra, Mumbai. The Company was later converted into a public limited company on January 29, 2008 and received a Certificate of Change of

Name. The Corporate Identity Number of the Company is U15100MH2004PLC148387.]

Registered Office: 116, Commerce House, 140 Nagindas Master Road, Mumbai 400 023; Tel.: +91-022-40736300; Fax::+91-022-22630896; Website: www.onjusindia.com;

Contact Person: Mr. Latesh Shah, Company Secretary & Compliance Officer; E-mail:lshah@tunip.com. [For details regarding change in Registered office of the Company please refer to section titled “History and Other Corporate Matters” on page. 67 of this Draft Red Herring Prospectus]

PUBLIC ISSUE OF [•] EQUITY SHARES OF RS. 10/- EACH (“EQUITY SHARES”) OF TUNIP AGRO LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [•] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS. [•] PER EQUITY SHARE), AGGREGATING TO RS. 4550.00 LACS (THE “ISSUE”). THE ISSUE WILL CONSTITUTE [•]% OF THE FULLY DILUTED POST ISSUE PAID UP CAPITAL OF THE COMPANY. The Company is considering the private placement of certain equity shares worth Rs. 1800 lacs with certain investors, prior to the completion of the issue. In such a case the issue size offered to the public would be reduced to the extent of such private placement subject to a minimum issue size of 25% of the post issue capital being offered to the public.

PRICE BAND: RS. [•] TO RS. [•] PER EQUITY SHARE THE ISSUE PRICE 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 PROMOTERS OF THE COMPANY ARE MR. SIDDHANT GOYAL AND MS. NEETA GOYAL

In case of revision in the Price Band, the Bidding/Issue Period will be extended for three (3) additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding ten (10) days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Syndicate Member. The Issue is being made through the 100% Book Building Process wherein upto 50% of the offer to the public shall be allocated on a proportionate basis to eligible Qualified Institutional Buyers, out of which 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 eligible Qualified Institutional Buyers, including Mutual Funds, subject to valid Bids being received at or above Issue Price. Further, not less than 15% of the Issue shall be made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be made available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

RISK IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10/- per equity share and the Issue Price is [•] times of the face value. The Issue Price (has been justified and determined by the Company in consultation with the Book Running Lead Manager, as stated in section “Basis for Issue Price” on page 33 of DRHP.) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the 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 of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue including the risks involved. The Equity Shares issued in this Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Draft Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section titled “Risk Factors” beginning on page. ix of the Draft Red Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and this 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 material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make 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.

LISTING The Equity Shares of the Company are proposed to be listed on Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The Company has received in-principle approvals from these Stock Exchanges for the listing of the Equity Shares pursuant to their letters dated [●] and [●] respectively. For the purpose of the Issue, BSE is the Designated Stock Exchange.

IPO GRADING The issue has been graded by [●] and has been assigned the [●] indicating [●] vide their letter dated [●]. For further details and rationale of grading please refer page no. [●].

BOOK RUNNING LEAD MANAGER TO THE ISSUE

REGISTRAR TO THE ISSUE

KEYNOTE CORPORATE SERVICES LTD. 4th Floor, Balmer Lawrie Building, 5, J.N. Heredia Marg, Ballard Estate, Mumbai – 400001. Tel: +91–22– 30266000-3; Fax: +91–22– 22694323 Website: www.keynoteindia.net; E-mail: mbd@keynoteindia.net SEBI Registration No.: INM 000003606 AMBI No.: AMBI/ 040

SHAREPRO SERVICES (INDIA) PVT. LTD. 13 AB, Samhita Warehousing Complex, Saki Naka Telephone exchange Lane, Andheri Kurla Road, Sakinaka, Andhari (East), Mumbai – 400 072 Tel: +91–22– 67720300/ 67720400 Fax: +91–22– 28591568/ 28508927 Email: tunip.ipo@shareproservices.com Website: www.shareproservices.com SEBI Registration No.: INR000001476

ISSUE SCHEDULE BID/ ISSUE OPENS ON [●] BID/ ISSUE CLOSES ON [●]

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SECTION TABLE OF CONTENTS Page No.

Definitions and Abbreviations i Presentation of Financial Information and Use of Market Data vii Forward Looking Statements and Market Data viii

I RISK FACTORS ix PART I

II INTRODUCTION Summary of the Industry, Business and financials of the Company 1 The Issue 8 General Information 9 Capital Structure 16 Objects of the Issue 23 Basis of Issue Price 33 Statement of Tax Benefits 35

III ABOUT THE ISSUER COMPANY Industry Overview 41 Business Overview 52 Regulations and Policies 63 History and Other Corporate Matters 67 Management 81 Promoters and its Background 94

PART II IV FINANCIAL STATEMENTS

Report of the Statutory Auditors, M/s Pankaj Dalal & Associates, Chartered Accountants.

97

Management Discussion and Analysis of Financial Conditions and Results of Operations

112

V LEGAL AND REGULATORY INFORMATION 118 Outstanding Litigations, Material Developments and Other Disclosures 118 Government/Statutory and Business Approvals 121 Other Regulatory and Statutory Declarations 124

VI OFFERING INFORMATION Terms of the Issue 135 Issue Structure 138 Issue Procedure 142

VII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

Main Provisions of the Articles of Association of the Company. 172 VIII OTHER INFORMATION

Material Contracts and Documents for Inspections 188 PART III

Declaration 190

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DEFINITIONS AND ABBREVIATIONS

COMPANY/ INDUSTRY RELATED TERMS

TERM DESCRIPTION “TAL”, “Tunip” “the Company”, “We”, “us” and “our”

Unless the context otherwise requires, refers to Tunip Agro Limited a public limited company incorporated under the Companies Act, 1956.

Articles/ Articles of Association

The Articles of Association of the Company i.e., Tunip Agro Limited.

Auditors The statutory auditors of the Company, being M/s Pankaj Dalal & Associates, Chartered Accountants.

Board of Directors/ Board The Board of Directors of the Company or a committee constituted thereof. Director(s) Director(s) of the Company unless otherwise specified. Memorandum/ Memorandum of Association

The Memorandum of Association of the Company.

Registered Office of the Company

116, Commerce House, 140 Nagindas Master Road, Mumbai 400 023

ISSUE RELATED TERMS AND ABBREVIATIONS

TERM DESCRIPTION Allotment/ 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 ASBA/ Applications Supported by Blocked Amount

An application for subscribing to an issue, containing an authorization to block the application money in a bank account.

ASBA Investor An Investor who intends to apply through ASBA process by blocking of funds in a bank account with SCSB.

ASBA Form Bid cum Application form Investors intending to subscribe through ASBA Bid An indication to make an offer, made during the Bidding Period by a

prospective investor 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 and payable by the Bidder on submission of the Bid for this Issue.

Bid/ Issue Closing Date The date after which the members of the Syndicate 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 regional newspaper.

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

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

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form.

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

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TERM DESCRIPTION BRLM Book Running Lead Manager to this Issue, in this case being Keynote

Corporate Services Limited. CAN/ Confirmation of Allotment Note

The note or advice or intimation of allotment of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of Issue Price in the Book Building Process.

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 the Company in consultation with the BRLM. 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. A Bid submitted at Cut-off Price is a valid Bid at all price levels within the Price Band

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

Depositories Act The Depositories Act, 1996, as amended from time to time. Depository Participant A depository participant as defined under the Depositories Act. Designated Date The date on which funds are transferred from the Escrow Account to the Public

Issue Account after the Prospectus is filed with the Registrar of Companies, Maharashtra, Mumbai, following which the Board of Directors shall allot Equity Shares to successful Bidders.

Designated Stock Exchange In this case being the Bombay Stock Exchange Limited. Draft Red Herring Prospectus/DRHP

The Draft Red Herring Prospectus filed with SEBI, which does not have complete particulars on the price at which the Equity Shares are offered and size of the Issue

Equity Shares Equity Shares of the 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 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 and the BRLM in relation to the collection of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected, to the 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.

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 [•] Shares of Rs. 10 each fully paid up at the Issue Price aggregating Rs. 4550.00 Lacs.

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.

Issue Price The final price at which Equity Shares will be issued and allotted in terms of

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TERM DESCRIPTION the Red Herring Prospectus or the Prospectus, as determined by the Company in consultation with the BRLM, on the Pricing Date.

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

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/-.

Non Institutional Portion The portion of this Issue being not less than 15% of the Issue consisting of [•] Equity Shares of Rs. 10 each aggregating Rs. 682.50 Lacs, available for allocation to Non Institutional Bidders.

Offer Document Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus Pay-in-Period The period commencing on the Bid/ Issue Opening Date and extending until

the 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. Pricing Date The date on which the Company in consultation with the BRLM finalizes the

Issue Price. Prospectus The Prospectus, to be filed with the Registrar of Companies, Maharashtra,

Mumbai 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 to this Issue to receive monies from the Escrow Account for this Issue on the Designated Date.

QIB Portion Consists of [•] Equity Shares of Rs. 10 each aggregating Rs. 2,275.00 lacs being upto 50% of the Issue, available for allocation to QIBs. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only.

Qualified Institutional Buyers or QIBs

A mutual fund, venture capital fund and foreign venture capital investor registered with the Board; a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; a public financial institution as defined in section 4A of the Companies Act, 1956; a scheduled commercial bank; a multilateral and bilateral development financial institution; a state industrial development corporation; an insurance company registered with the Insurance Regulatory and Development Authority; a provident fund with minimum corpus of twenty five crore rupees; a pension fund with minimum corpus of twenty five crore rupees; National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette 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, Maharashtra, Mumbai at least three days before the opening of this Issue. It will become a Prospectus after filing with the Registrar of Companies, Maharashtra, Mumbai, after pricing and allocation.

Registrar/ Registrar to this Issue

Sharepro Services (India) Pvt. Ltd.

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 and Eligible Employees) who have Bid for

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TERM DESCRIPTION an amount less than or equal to Rs. 100,000 in any of the bidding options in this Issue.

Retail Portion Consists of [•] Equity Shares of Rs. 10 each aggregating Rs. 1,592.50 Lacs, being not less than 35% of the Issue, available for allocation to Retail Individual Bidder(s).

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

Stock Exchanges

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

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.

Syndicate The BRLM and the Syndicate Member. Syndicate Agreement The agreement to be entered into between the Company and the members of

the Syndicate, in relation to the collection of Bids in this Issue. Syndicate Member [•] Transaction Registration Slip/ TRS

The slip or document issued by the Syndicate Member to the Bidders as proof of registration of the Bid.

Underwriters The BRLM and the Syndicate Member. Underwriting Agreement The Agreement among the Underwriters and the Company to be entered into

on or after the Pricing Date. GENERAL / CONVENTIONAL TERMS

TERM DESCRIPTION Companies Act The Companies Act, 1956, as amended from time to time. FCNR Account Foreign Currency Non Resident Account Financial Year/ Fiscal/ FY The period of twelve months ended March 31 of that particular year. Indian GAAP Generally Accepted Accounting Principles in India. Insurance Act Insurance Act, 1938, as amended from time to time. IT Act The Income Tax Act, 1961, as amended from time to time. IT Rules

The Income Tax Rules, 1962, as amended from time to time, except as stated otherwise.

SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time. SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time. SEBI Securities and Exchange Board of India constituted under the SEBI Act. SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time.SEBI Regulation/ SEBI (ICDR) Regulations

The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

SEBI Insider Trading Regulations

The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, including instructions and clarifications issued by SEBI from time to time.

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ABBREVIATIONS

ABBREVIATION FULL FORM AGM Annual General Meeting AMBI Association of Merchant Bankers of India AS Accounting Standards issued by the Institute of Chartered Accountants of India. ASBA Application Supported by Blocked Amount AY Assessment Year BSE Bombay Stock Exchange Limited.

BG/LC Bank Guarantee/ Letter of Credit CAGR Compounded Annual Growth Rate. CDSL Central Depository Services (India) Limited. DP Depository Participant

ECS Electronic Clearing System EGM Extra Ordinary General Meeting of the shareholders. EPS Earnings per Equity 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 issued thereunder.

FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India.

FIs Financial Institutions. FIPB Foreign Investment Promotion Board, Department of Economic Affairs, Ministry

of Finance, Government of India

FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000.

GDP Gross Domestic Product GIR Number General Index Registry Number. GoI/ Government Government of India. HUF Hindu Undivided Family. INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India. NAV Net Asset Value. MSM Marketing and Sales Management NR Non Resident

NRI/Non-Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, each such term as defined under the FEMA (Deposit) Regulations, 2000, as amended. NRI’s are not permitted to participate in this issue.

NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited. P/E Ratio Price/Earnings Ratio. PAN Permanent Account Number. RBI The Reserve Bank of India. RBI Act The Reserve Bank of India Act, 1934, as amended from time to time.

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ABBREVIATION FULL FORM RoC/Registrar of Companies

The Registrar of Companies, Maharashtra, Mumbai

RoNW Return on Net Worth. USD/ $/ US$ The United States Dollar, the legal currency of the United States of America. y-o-y Year on Year

INDUSTRY RELATED TERMS AND ABBREVIATIONS

TERM/ ABBREVIATION DESCRIPTION/FULL FORM BCCL Bennett Coleman Company Ltd. BETL Brand Equities Treaties Ltd. C&F Agents Clearing & Forwarding Agents DIL Dharmayug Investments Ltd. FTA Free Trade Agreement SICOM SICOM Investments and Finance Ltd. (SIFL)

Notwithstanding the foregoing:

a. In the section titled “Financial Statements” on page 97 of this Offer Document, 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 the Company” on page 172 of this

Offer Document, defined terms have the meaning given to such terms in the Articles of Association of the 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 the Company’s 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 restated in accordance with SEBI Regulations, as stated in the report of the statutory Auditors. The fiscal year of Tunip commences on April 1 and ends on March 31 of a particular year. Unless stated otherwise, references herein to a fiscal year (e.g., fiscal 2009), are to the fiscal year ended March 31 of a particular year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding-off. 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. Market data used in this Draft Red Herring Prospectus has been obtained from CARE Research Report of May 2010. 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 the 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 the Company operates and in the local, regional and national and international economies;

• Changes in laws and regulations relating to the industry in which the Company operates; • Increased competition in these industries; • The 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;

• The Company’s ability to meet capital expenditure requirements; • Fluctuations in operating costs; • Unanticipated variations in the duration, size and scope of the projects; • The Company’s 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 the actual results to differ, see the sections titled “Risk Factors” “Business Overview” and “Management’s Discussion and Analysis” beginning on pages ix, 52 and 112 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 the Company nor the Book Running Lead Manager, 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, the Company and the Book Running Lead Manager 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 I - 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, results of 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. 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 97. The financial data in this section is as per the Company’s financial statements prepared in accordance with Indian GAAP. Note: Unless specified or otherwise stated in the relevant risk factors set forth below, the Company is not in a position to quantify the financial or other implications of any risks mentioned in this section.

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 RELATED TO THE COMPANY 1. Contingent Liabilities not provided for:

The Contingent Liabilities not provided for as on 31/03/2010 are as follows:

Particulars Amount (Rs. in Lacs)

Income Tax related 37.01 Total 37.01

In the event any of the above contingent liabilities materialize it may have an adverse effect on the financials of the Company.

2. The objects of the issue have not been appraised by any Bank or Financial Institution and are based

on Company’s estimates and deployment of the issue proceeds is entirely at the sole discretion of the Company.

The proposed objects for which the funds are being raised have not been appraised by any Bank or Financial Institution and the fund requirements are based primarily on Management estimates. There is no guarantee that the estimates will prove to be accurate and any significant deviation in the estimates could adversely impact the operations and sustainability of the Company, in the absence of any independent monitoring agency. Deployment of issue proceeds is entirely at the discretion of the management of the Company and no independent agency has been appointed to monitor its deployment

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3. The implementation of the present project is at a very preliminary stage. Any delay in implementation of the same may increase the capital cost and also affect returns from the project.

The Company is planning to set up its own manufacturing facilities in Sri Lanka. The Company has estimated the cost and drawn the implementation schedule accordingly. Presently, the implementation is at a very preliminary stage. The Company is in the process of acquiring the land on lease basis and the construction activity would begin thereafter. Any delay in implementation of the same will increase the capital cost and also affect the realization of returns from the expansion.

4. The Company has not yet acquired the land for setting up of manufacturing facilities and also not yet

identified the premises for Mumbai office.

As per the cost of the project Rs. 172.00 lacs is to be invested towards the land and land development for the proposed project. The Company proposes to set up manufacturing facilities at one of the EPZs of Sri Lanka. In this regard it has identified two probable locations at one of the EPZs of Sri Lanka namely Katunayake and Biyagama but not yet entered into any agreement for the same. The Company has also not yet identified the location for its office premises at Mumbai towards which an amount of Rs. 400.00 lacs has been allocated out of the proceeds of the issue. Any delay in selecting the location would delay the proposed project of the Company and have an adverse effect on the results of operation.

5. The Company has not yet placed orders for plant and machinery and equipment requirements for the

proposed expansion as specified in the Objects of the issue. Any delay in procurement of plant and machinery, equipment etc. may delay the implementation schedule which may also lead to increase in prices of these equipments, further affecting the costs, revenue and profitability of the Company.

The Company proposes to purchase plant and machinery worth Rs. 2637.35 lacs from the proceeds of this issue. It has not yet placed orders for plant and machinery worth Rs. 2199.88 lacs as required for the proposed expansion project, as specified in the section “Objects of the Issue”. Any delay in procurement of plant and machinery, equipment etc. may delay the implementation schedule. The Company may also be subject to risks on account of inflation in the prices and foreign currencies. Hence the project could face the time and cost overrun which could have an adverse effect on the operations of the Company.

6. As on date the Company has not tied up with Banks or financial institutions for its additional working

capital requirements. Any delay in arranging the same may have adverse effect on operational liquidity of the Company which will in turn impact the results of operations and financial performance of the Company.

As on date the Company has not tied up with any banks for additional working capital requirements for the proposed project stated in the “Objects of the Issue” on page 23 of this DRHP. The present working capital requirements of the Company are met through internal accruals. In case of any delay in arranging the working capital requirement, it will have adverse effect on operational liquidity of the Company which in turn will affect the results of operations and financial performance of the Company.

7. The Company does not own the premises at which the registered office is located.

The Company does not currently own the premises at which its registered office is located. The Company has lease arrangements with third parties and pays rent for the occupation of the premises. The lease may be renewed subject to mutual consent of the lessors and the Company. The present lease is valid till October 31, 2010. In the event that the lessor requires the Company to vacate the premises, the Company will have to seek a new premises at short notice and for a price that may be higher than what the Company is currently paying, which may affect the ability to conduct the business or increase the operating costs.

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8. The Company is yet to obtain registrations under Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and Registration under Employees’ State Insurance Act, 1948.

The Company is in the process of applying for registrations under Registration under Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and Registration under Employees’ State Insurance Act, 1848. The non compliance with the said acts will render the Company liable for consequences as specified under the respective enactments which may adversely affect it’s financial position.

9. The promoters of Tunip have pledged their shares with SICOM Investments and Finance Ltd. (SIFL).

The promoters of the Company have pledged 50,57,575 equity shares constituting 35.46% of the present paid up capital towards the collateral security for loan availed from SICOM. This can lead to a restriction in leveraging of debt by the Company. The details of the shares pledged by the Company are given in the section “Capital Structure” on page 16 of DRHP.

10. The Company has experienced negative cash flows from its operating and financing activities.

The Company has reported negative cash flows from its operating activities for the financial years 2005, 2007, 2008 and 2010 to the tune of Rs. 78.05 lacs, Rs. 23.53 lacs, Rs. 381.32 lacs & Rs. 431.87 lacs respectively. Tunip has also reported negative cash flows from financing activities for the financial year 2009 to the tune of Rs. 53.30 lacs.

11. The business of the Company depends on the adequate and timely supply of raw materials at

reasonable prices from different countries. Any delay in procuring requisites raw materials at suitable prices could affect the profitability of the Company.

The business of the Company is significantly affected by the availability, cost and quality of the raw materials which it needs for producing juices. The raw material such as fruit concentrates; sugar etc. is imported by the Company from various countries such as Brazil, Spain, Israel, Turkey, Poland, Indonesia, China, etc. Any shortage in the supply of raw material in the international or domestic market will increase the cost of the raw material which will in turn increase the cost of the final product leading to a reduction in the profitability of the Company.

12. The Trademark registration in respect of ONJUS logo and other brands is pending.

The Company is yet to receive approval from trademark authorities for ONJUS- logo, ONJUS –Thandai and ONJUS - Shikanji for which the Company has made application to the Trademark Registry under Trade Marks Act, 1999, the details of the application made are as follows.

Sr. No.

Name of the Trademark

Date of Application

Application / Registration

No.

Class in which application has

been made 1 Onjus Thandai 22/01/2008 1644098 32 2 Onjus Thandai 16/05/2008 1688447 32 3 Onjus Shikanji 15/05/2009 1818679 32 4 Onjus Logo 22/09/2009 24659 -

If the Company fails to successfully obtain or enforce its trademark, it may need to change its logo. In the absence of the registration of its trademarks or patents the Company may have a lesser recourse to legal proceedings to protect its trademarks, which will have adverse effect on business of the Company. The Company has also made application for transfer of Trade Marks registered in the names of Pyramid Infoway Pvt. Ltd. (PIPL) and Tunip Exports Pvt. Ltd. (TEPL) which are to be transferred in the name of the Company pursuant to the order of amalgamation of PIPL & TEPL with the Company.

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13. The success of the company largely depends on its management and key managerial personnel and the ability of the Company to retain these key managerial personnel.

The success of the Company largely depends on the continued services and performance of the management and other key employees. The loss of service of the senior management could seriously impair the ability to continue to manage and expand business efficiently thereby affect the profitability of the Company.

14. There are restrictive covenants in the agreement with the SICOM Investments and Finance Ltd. (SIFL)

from whom the Company has borrowed, which among other things require the Company to take prior permission from them for certain acts which may limit Company’s discretion in these matters.

The Company has been sanctioned an amount Rs. 500.00 lacs loan from SICOM Investments and Finance Ltd. (SIFL), the terms and conditions of the sanction includes certain restrictive covenants, which among other things require the Company to obtain prior permission from them on the occurrence of certain events such as formulation of any scheme of amalgamation or reconstruction, undertaking of any new project or expansion, making any substantial change in the management set up, any change in the capital structure, payment of dividend, borrow money from other financial institutions other than banks etc. which may limit the Company’s discretion in this matters.

RISK FACTORS EXTERNAL TO THE COMPANY

1. The Company will be exposed to foreign exchange risks and country risks.

The Company will have substantial exposure to the foreign exchange related risks since the Company proposes to set up manufacturing unit at Sri Lanka and majority of the capital and revenue expenditure will be dominated in US Dollars where as the sales will be primarily dominated in Indian Rupees. Any increase or decrease in the Indian Rupee against US Dollar could impact the cost of the sales and profitability of the Company.

Further the operations of the Company may be adversely affected by the political, social and economic conditions of Sri Lanka in which the Country operates and proposes to expand and the state bilateral relations India has with Sri Lanka can also to some extent influence the operations of the Company.

2. Natural calamities could have a negative impact on the Indian Economy and cause the business to

suffer

Any natural calamities in the form of earthquakes, tsunami, floods, drought etc and the extent and severity of these natural disasters have an impact on the Economy of the Country. Any negative impact of natural disasters on the Indian or Sri Lankan economy could adversely affect the business and market price of the equity shares of the Company.

3. A slowdown in economic growth in India and Sri Lanka could materially and adversely affect

economic conditions in India, and thereby adversely impact the results of operations and financial condition.

The performance and growth of the Company is based on the health of the overall Indian Economy. There have been periods of slowdown in the economic growth of India in the past. The Indian economy is also largely driven by agriculture sector which highly depends on the quality of rainfall during the monsoon season and therefore difficult to predict. This has resulted in lower purchasing power for Indian Consumers which in turn results in lower or no demand for various consumer products including readymade juices etc. which will drastically affect the business of the Company.

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4. The price of the Equity Shares of Tunip may be highly volatile, or an active trading market for its equity shares may not develop. The price of the Equity Shares on the Indian Stock Exchange may fluctuate as a result of several factors including: - Volatility in Indian and global securities market; - The Company’s results of operations and performance; - Performance of the competitors; - Adverse media reports, if any, on Tunip or the Industry; - Changes in the estimates of the Company’s performance or recommendations by financial analysts

on the Company; - Speculation in the press or investment community; - Significant development in India’s economic liberalization and de-regulation policies; and - Significant development in India’s Fiscal and environmental regulations. - General market conditions; and - Domestic and international economic, legal and regulatory factors unrelated to the performance of

the Company. There can be no assurance that an active trading market for the equity shares of the Company will develop or be sustained after this Issue or the price at which the Equity Shares of the Company are initially traded will correspond to the prices at which the Equity Shares of the Company will trade in the market subsequent to this Issue.

Prominent Notes:

1. Investors are free to contact the BRLM for any complaints, clarification or information pertaining to this

Issue. For contact details of the BRLM, please refer to the cover page of the Draft Red Herring Prospectus.

2. The net worth and Book value of Tunip as per its financial statement as at March 31st 2010 is Rs. 1152.42 lacs and, Rs. 15.25 per equity share respectively.

3. Public issue of [•] equity shares of Rs. 10/- each for cash at a price of Rs. [•] per equity share (including share premium of Rs. [•] per equity share), aggregating to Rs. 4550.00 lacs.

4. The average cost of acquisition of the equity Shares of Rs. 10 each by the Promoter is as under:

Name of the Promoter Cost per share (Rs.) Mr. Siddhant Goyal 10.00

Ms. Neeta Goyal 10.00

5. Tunip does not have any group company hence there is no interest of any Companies in the business of Tunip.

6. There is no change in the name of Tunip Agro Ltd. during the last three years.

7. There are no financing arrangements whereby the promoter group, the directors of the Company which is a promoter of the issuer, the directors of the issuers and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of business of the financing entity during the period of six months immediately preceding the date of filing draft offer document with the Board.

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PART I

SECTION II - INTRODUCTION Summary of the Industry and Business of the Company

The information under the Section “Industry Overview” is derived from CARE Research Report of May, 2010. Investors should note that this is only a summary and it does not contain all information that should be considered before investing in the Company’s equity shares. You should read the entire Red Herring Prospectus, including the information in “Risk Factors” and the “financial statements”.

Industry Overview India being a hot and tropical country, people have always preferred thirst quenchers such as fruit juices and aerated drinks. In comparison to other developed countries, packaged fruit juices are not so popular in India and the per capita consumption remains significantly low giving a huge market with its untapped potential. Moreover, changing demographics and a trend towards healthy living is pushing demand for fruit juices higher. Historically, many factors did not support the distribution system of fruit juices in the country like tough weather conditions, high import taxes, low quality of local fruits and other logistical challenges. In India, the yield is low and per hectare productivity of fruits like oranges, pineapples or even mangoes is not amongst the highest in the world. Interestingly, in the past decade, due to increased urbanization and globalization fruit juice consumption has grown significantly in India with double digit growth rates. Higher spending power and increasing health awareness is resulting in huge untapped demand for packaged fruit juices in the country. In terms of total beverage consumption globally, India contributes approximately 10% and trails only behind the US and China. India’s non-alcoholic beverage market which comprises hot drinks, carbonated, non-carbonated and health drinks, is estimated to be approximately Rs. 23,000 crore and is growing at a CAGR of 7% in last 4 years. The non-carbonated beverage market is estimated to be approximately Rs. 6,400 crore and comprises mainly of bottled water (with 50% share), packaged juices (29.6% share), functional drinks (10.4% share) and other non-carbonated drinks (9.8% share). Based on above share break-up, the juice market stands at Rs. 1,900 crore growing at a CAGR of approximately 22% in the last 4 years and is expected to grow at a robust rate of 19% y-o-y for the next 4 years.

Source: CARE Research

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India’s per capita non-alcoholic beverage consumption is remarkably low at 4.8 litres p.a. when compared to global average of approximately 85 litres p.a. and regional average (South Asia) of 27 litres p.a. Such low consumption rate could be the key driving factor for the non-carbonated drinks segment.

Market Composition – Organized and Unorganized

The fruit juice market in India is still significantly fragmented with the unorganized market comprising approximately 86%. People are still accustomed to buying fresh juices from street vendors and consuming homemade juices. However, given increase in travelling, health consciousness amongst Indian consumers and the convenience factor associated with packaged juices, the market can accommodate more players as it grows from here. Going forward, it is expected that packaged juice market to increase their share as there is a change in consumer trend from homemade juices to packaged juices since they provide consistent quality and offer off-seasonal fruit juices year around. In addition, with the increase in demand from institutional commercial buyers such as hotels, restaurants, pubs/bars, supermarkets, hospitals, and increased domestic and foreign tourists arrivals can expect organized packaged juices to increase its share and volume y-o-y.

Source: CARE Research Market Size India’s enormous population in its cities and small towns is a huge potential and boon for any packaged food manufacturing company. Major factors like increasing urbanization, convenience of packaged food, increasing health awareness, hygiene-consciousness, higher spending power, low per-capita consumption level, will provide immense growth possibilities for fruit juice companies. The Indian fruit juice industry is growing at a robust rate of 19% y-o-y and is expected to double its market size to Rs 3,800 crore from the current size of Rs. 1,900 crore by FY2013-14. Traditionally, the fruit juice market is more acceptable in Northern and Western Indian markets, due to climatic conditions prevailing compared to the rest of the country. Industry Characteristics

1. Different category of Juices – Although many fruit based beverages proclaim to be fruit juices but only the ones with fruit pulp content greater than 85% (ideally 100%) are technically classified as ‘fruit juices’. The remaining fall in the category of either fruit nectar or fruit based-drinks depending upon pulp content as illustrated in the chart below.

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Source: CARE Research

2. Perpetual marketing and promotion- As fruit juices does not fall into the basic food criteria in India, it

needs constant marketing push through advertisement, promotional campaigns and nouveau packaging techniques. It is imperative for the producers to keep the end-consumers engaged in their products by introducing new flavours and differentiate themselves from the competition. They have to target consumers by offering single-serve multipack formats for lunchboxes or products more specifically tailored for health benefits. (like detoxification effects and presence of antioxidant agents).There are instances when consumer targeting is even more specific based on different occasions and locations. Success of a new product relies a lot on the message communicated by packaging as it is the first point of contact between the consumer and the company.

3. Pricing – It can be make or break situation for any fruit juice producer in the country if they fall short or exceed the average price range. India being a price sensitive market, pricing is of primary importance for any producer as they have to balance a very thin line while simultaneously maintaining their margins. Pricing below par is perceived of lacking quality while above par pricing makes it beyond the range of the masses. It can safely assume that market for premium and super premium fruit juices in the country which is primarily imported is very limited, if any mainly because of pricing.

4. Number of Substitutes – The list of substitutes and alternate beverages to fruit juices market is endless. From milk based products to carbonated cola drinks backed by their inspirational advertisements, the fresh fruit juice lacks the marketing punch so successfully managed by their counterparts in the beverage industry. There is direct competition from the traditional tea, coffee, lime & lemonade, mineral water and coconut water market which is largely from the huge unorganized parallel industry run by local juice and tea street vendor. So apart from competition from within the industry players, the fruit juice companies have to battle it out with the number of other substitutes and the unorganized market for the huge ‘throat war’ or ‘sip war’.

5. Distribution Networks – For any FMCG or food company distribution network is the key for a greater

market share. Not only does a better distribution channel increases the product reach to masses but it also boosts brand awareness in the most rural areas. Companies spend a large portion of their budget on maintaining and expanding their distribution networks. New entrants who wish to launch their products at national level need to invest huge sums of money on establishing a sound distribution system where the product reaches the market from farm gate to food plate with minimum spoilage.

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Summary of Business Overview

Tunip was originally incorporated as “Tunip Agro Private Limited” on September 03, 2004 with Registrar of Companies Maharashtra, Mumbai. The company was later converted into a Public Limited Company on January 29, 2008 and fresh certificate of incorporation was received. Subsequently the name of the Company was changed to “Tunip Agro Ltd.” The Company is engaged in the business of production and marketing of fruit juices and other fruit- based beverages under the brand name of “ONJUS”. The Company has consciously invested in creating market for fruit juices and has successfully established the brand “ONJUS” in the market. The product range of the Company includes: • Onjus Orange • Onjus Orange Gold • Onjus Apple • Onjus Punch • Onjus Mango • Onjus Guava The Company has 3 warehouses at Mumbai, Delhi and Kerala, & 16 super stockist in different parts of India such as Bangalore, Ahmedabad, Bhopal, Chennai, Rajahmundry, Lucknow, Kolkata, Bareilly, Haldwani, Dehradun, Ludhiana, Parwaloo, Jammu, Patna, Srinagar and Hyderabad. In order to meet growing demand and penetrate further into the market Tunip has decided to set up its own manufacturing facility in Sri Lanka. The Company has identified two probable locations for the proposed project in one of the Export Processing Zone (EPZ) of Sri Lanka namely Katunayake and Biyagama which are within 30 kms from Colombo city. Tunip has identified its target market as Young Urban Professionals who are highly educated and in economically sound position and in the age group of early twenties to mid thirties. Increasing awareness of health and hygiene consciousness among people and higher disposable income of middle class in India has resulted in higher consumption of branded fruit juices. Packed fruit juices come under the category of convenient foods where no tedious preparation is involved & are in much demand by the working class. Earlier the Company used to get its products manufactured from the manufacturing facilities of Schreiber Dynamix Dairies Ltd. Presently since April 01, 2010, the Company has tied up with Lanka Milk Foods (CWE) PLC (LMF) & formed a Joint Venture called “Indo- Lanka Exports (Pvt.) Ltd.” This venture has been formed to carry out the manufacturing activities of the Company. The main terms and conditions of the Joint Venture are given on page 76 of this DRHP. Competitive Strengths Target Market: Tunip has identified two target markets namely young urban professionals in the age group of 22 and above and children between the ages of 3 and 12. The Company also proposes to target institutional clients like hotels, restaurants and night clubs, country clubs and airlines. Selling and Distribution Network: The Company has an efficient sales team that ensures nationwide distribution of the “ONJUS” brand. The products of the Company are available in all the reputed chain of supermarkets and also at the small general and provisional stores.

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Pricing and Product specification: ONJUS products are available in the market at 1000 ml tetra paks. ONJUS 1 liter pack is priced at Rs.100 per liter. The company plans to penetrate the market and increase the market share by offering schemes like ‘Buy 1 Get 1 Free’ or ‘Buy 2 Get 1 Free.’ These schemes are devised to increase the volumes of sales of the company.

Research and Development: The Company intends to invest in R&D activities. The R& D team of the Company is responsible for the development of new flavours and blends which will fit to the taste of customers at large. The company’s goal is to produce juices and beverages that are as close to fresh fruit as possible. The proposed R & D center at the factory will comprise of a state-of-the-art laboratory and a 500-liter per hour pilot plant. The company will leverage this R & D center to provide its consumers the best quality product at an affordable price.

Quality Control: From the very beginning Tunip has focused heavily on the quality of its products. The Company has always tied with well-respected names in the industry, such as Godrej Industries Limited, and Schreiber Dynamix Dairies Limited for its manufacturing facilities and has ensured the highest quality of its products. After moving to Sri Lanka, the company has tied-up with Lanka Milk Foods (LMF). LMF is the largest dairy in Sri Lanka which has high quality control checks. Besides this the Company has its own quality control executives at the manufacturing facility to oversee the quality of the materials produced. They make sure that all process parameters are followed during production.

Business Strategy:

The strategy of the Company is to continue to drive profitable growth by pursuing the core values namely delivering superior juice quality; reasonable price, better distribution etc. The Company believes that these are the key drivers for its differentiated proposition to the customers. In order to achieve its aim, the Company intends to follow the key business strategies described below:

Setting up own manufacturing facilities: In order to meet growing demand and to increase the market share the Company has decided to set up its own manufacturing facilities in one of the EPZs in Sri Lanka. The proposed sites, Katunayaka and Biyagama are located near Colombo city. The location has cost effective advantages which will increase the profitability of the Company in the future.

Increasing retail presence in India Over the past five years the company has setup a strong distribution infrastructure that can scale up to meet the increasing demand of its product. To make sure that its product is available at all venues where juice is consumed it has two distribution channels (traditional retail and organized retail) and plans to setup a third channel for institutions. The institutions channel will target, hotels, restaurants, clubs, etc.

New Product Development: As mentioned earlier, the company aims to provide juices and beverages that taste as close as possible to the fresh fruit. The company plans to setup a Research and Development center, which will help the Company in coming up with new innovative flavors and tastes to suit the customers.

Enhance recognition of the brand “ONJUS” in India The ONJUS juice brand has very high brand recall value. The Company plans to use advertising and marketing as a support to its sales and distribution network. The Company has entered into an Agreement with BETL for advertisement of the ONJUS products which will enable the Company to use different print and non- print media associated with Bennett Coleman Co. Ltd. (BCCL) and group for creating brand awareness among end consumers.

Introducing products in the Global Market Once the company strengthens its distribution network in India and meets the consumer demand, it plans to use Sri Lanka as a manufacturing hub and tap the local Sri Lankan market as well as other Southeast Asian market. The strategic location of Sri Lanka will help the company become a global brand for packaged juices and beverages.

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SUMMARY OF FINANCIAL DATA Annexure-I Statement of Assets and Liabilities

(Rs. in lacs)

Particulars As On

31/03/2010 As On

31/03/2009 As On

31/03/2008 As On

31/03/2007 As On

31/03/2006 Fixed Assets a. Gross Block - Tangible Assets 6.66 6.59 4.91 1.88 1.22 - Intangible Assets 657.72 657.72 657.72 0.00 0.00 b. Less: Depreciation 3.01 2.14 1.28 0.57 0.30 c. Net Block 661.37 662.17 661.35 1.31 0.92 Capital Work In Progress 3.58 0.00 0.00 0.00 0.00 Investments 0.00 0.00 0.00 20.00 20.00 Current Assets, Loans & Advances Inventories 505.86 367.53 309.40 77.61 89.47 Sundry Debtors 298.97 170.25 330.76 50.63 39.12 Cash & Bank Balances 22.91 45.46 20.57 4.92 3.61 Loans & Advances 229.73 33.15 19.48 1.66 2.24 Total 1057.47 616.39 680.21 134.82 134.44 Secured Loans 249.70 0.00 0.00 0.00 0.00 Unsecured Loans 89.23 71.70 125.00 125.00 99.50 Current Liabilities & Provisions Current Liabilities 154.62 110.96 172.75 47.51 72.56 Provisions 76.45 31.45 11.95 2.95 0.70 Total 231.07 142.41 184.70 50.46 73.26 570.00 214.11 309.70 175.46 172.76 Net Worth 1152.42 1064.45 1031.86 -19.33 -17.39 Represented By Capital 755.75 755.75 755.75 1.00 1.00 Reserves & Surplus 414.40 323.23 299.34 1.57 1.06 Less Miscellaneous Expenditure 17.73 14.53 23.23 21.90 19.46 to the extent not w/off or adjusted Net Worth 1152.42 1064.45 1031.86 -19.33 -17.39

The above should be read in conjunction with the Significant Accounting Policies with the Notes to Accounts to the Auditors Report as appearing on page. 103 of this Draft Red Herring Prospectus.

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Annexure-II Statement of Profit & Loss Account

(Rs. in lacs)

Particulars for the Year ended

31/03/2010 31/03/2009 31/03/2008 31/03//2007 31/03/2006 Income Sales-Mfg. 3893.96 2989.86 1672.07 328.04 260.03 Sales-Trading 193.40 0.00 0.00 0.00 0.00 Sales-Exports 55.50 0.00 0.00 0.00 0.00 Other Income 1.04 0.91 0.19 0.33 1.33 Increase (Decrease) in Inventory -152.37 69.21 41.54 -10.33 25.16 Total 3991.53 3059.98 1713.80 318.04 286.52 Expenditure Raw material Consumed 2492.23 1821.47 1013.88 149.86 117.3 Staff Cost 187.17 170.23 116.83 31.95 56.79 Other Manufacturing Expenses 436.57 431.6 298.47 28.3 30.75 Administrative Expenses 148.07 98.13 69.8 37.09 26.33 Selling & Distribution Expenses 556.79 485.06 190.21 67.8 53.72 Interest 31.65 7.22 0.00 0.00 0.00 Preliminary Expenses W/off 2.02 2.02 2.02 0.01 0.01 Depreciation 0.87 0.87 0.71 0.27 0.18 3855.37 3016.60 1691.92 315.28 285.09 Net Profit Before Tax 136.16 43.38 21.89 2.76 1.43 Less: Provision for Tax 45.00 14.50 7.50 1.00 0.50 91.16 28.88 14.39 1.76 0.93 Less: Provision for Fringe Benefit Tax 0.00 5.00 1.50 1.25 0.20 Profit After Tax 91.16 23.88 12.89 0.51 0.73 Add/Less: Profit/Loss of Previous Year 38.23 14.34 1.57 1.06 0.33 129.39 38.23 14.46 1.57 1.06 Prior Year Tax Adjustment 0.00 0.00 -0.12 0.00 0.00 Net Profit after tax transferred to Balance Sheet 129.39 38.23 14.34 1.57 1.06

The above should be read in conjunction with the Significant Accounting Policies with the Notes to Accounts to the Auditors Report as appearing on page. 103 of this Draft Red Herring Prospectus.

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THE ISSUE

Public Issue aggregating to Rs. 4550.00 lacs: Which comprises of fresh issue of [●] Equity Shares of Rs. 10/- each Of which:

QIB Portion: Upto [●] Equity Shares of Rs. 10/- each, constituting upto 50% of the Issue

Of which 5% is available for Allocation to Mutual Funds [the unsubscribed portion, if any, in the Mutual Fund reservation will be available to QIBs]

[●] Equity Shares of Rs. 10/- each

• Balance for all QIBs including Mutual Funds [●] Equity Shares of Rs. 10/- each

Non- Institutional Portion: Not less than [●] Equity Shares of Rs. 10/- each, constituting 15% of the Issue that will be available for allocation to Non-Institutional Bidders.

Retail Portion: Not less than [●] Equity Shares of Rs. 10/- each constituting 35% of the Issue that will be available for allocation to Retail Individual Bidders.

Equity Shares outstanding prior to the Issue: 1,42,62,583 Equity Shares of Rs. 10/- each Equity Shares outstanding post the Issue: [●] Equity Shares of Rs. 10/- each

Use of Proceeds Please refer to chapter titled “Objects of the Issue” on page 23 of this Draft Red Herring Prospectus for additional information.

Under-subscription, if any, in any of the above categories would be met with spill over from any other categories or combination of categories at the discretion of the Company in consultation with the BRLM. For more information, please refer to “Issue Procedure – Basis of Allotment” on page 167.

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GENERAL INFORMATION

INCORPORATION

Incorporated on September 03, 2004 under the Companies Act, 1956 as ‘Tunip Agro Private Limited’ vide Certificate of Incorporation issued by the Registrar of Companies, Maharashtra, Mumbai. The Company was later converted into a public limited company on January 29, 2008 and received a Certificate of Change of Name. The Corporate Identity Number of the Company is U15100MH2004PLC148387. ADDRESS OF THE COMPANY

Registered & Corporate Office:

116, Commerce House, 140 Nagindas Master Road, Mumbai 400 023; Tel.: +91-022-4073 6300; Fax : +91-022- 2263 0896; Website: www.onjusindia.com

ADDRESS OF REGISTRAR OF COMPANIES The Registrar of Companies, 100, Everest, Marine Drive Mumbai- 400002. BOARD OF DIRECTORS: The Board of Directors of Tunip comprises of the following:

Sr. No

Name of the director Designation Status

1. Mr. Siddhant Goyal Managing Director Executive and Non Independent 2. Ms. Neeta Goyal Whole Time Director Executive and Non Independent 3. Mr. Ghulam Maohammed Independent Director Non Executive and Independent 4. Mr. Satyabir Bhattacharyya Independent Director Non Executive and Independent

For further details on the Board of Directors of Tunip, please refer to the section titled “Management” beginning on page 81 of this Draft Red Herring Prospectus. COMPANY SECRETARY AND COMPLIANCE OFFICER Mr. Latesh Shah Company Secretary & Compliance Officer Tunip Agro Ltd. 116, Commerce House, 140 Nagindas Master Road, Mumbai 400 023 Tel.: +91-022-4073 6300; Fax : +91-022- 2263 0896; E-mail: lshah@tunip.com Website:www.onjusindia.com

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REGISTRAR TO THE ISSUE

Sharepro Services (India) Pvt. Ltd. 13 AB, Samhita Warehousing Complex, Saki Naka Telephone exchange Lane, Andheri Kurla Road, Sakinaka, Andhari (East), Mumbai – 400 072 Tel: +91–022– 67720300/ 67720400 Fax: +91–022– 28591568/ 28508927 Email: tunip.ipo@shareproservices.com Website: www.shareproservices.com Contact Person: Mr. Subhash Dhingreja/ Mr. Kumaresan V Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. BOOK RUNNING LEAD MANAGER TO THE ISSUE KEYNOTE CORPORATE SERVICES LIMITED 4th Floor, Balmer Lawrie Building, 5, J. N. Heredia Marg Ballard Estate, Mumbai – 400 001. Tel.: (022) 3026 6000 Fax: (022) 2269 4323 E-mail: mbd@keynoteindia.net Website: www.keynoteindia.net Contact person: Ms. Girija Sangole LEGAL ADVISORS TO THE ISSUE CORPORATE LAW CHAMBERS INDIA Advocates 44A, Nariman Bhavan, Nariman Point Mumbai – 400 021. Tel : (022) 6632 1528/29 Fax : (022) 6632 1530 E mail: aysrinivasan@corplawchambers.com Contact Person: Mr. A.Y. Srinivasan SYNDICATE MEMBER

[•] BANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS

[•]

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Tunip Agro Limited

SELF CERTIFIED SYNDICATE BANKS As on date following banks are registered with SEBI for collection of ASBA forms:

1. Corporation Bank Limited 14. Yes Bank 2. ICICI Bank Limited 15. Citibank 3. HDFC Bank Limited 16. Bank of India 4. State Bank of India 17. State Bank of Hyderabad 5. Union Bank of India 18. HSBC Bank 6. IDBI Bank Limited 19. Vijaya Bank 7. Axis Bank Limited 20. State Bank of Travancore 8. Kotak Mahindra Bank 21. Bank of Maharashtra 9. State Bank of Bikaner & Jaipur 22. Andhra Bank 10. Bank of Baroda 23. Allahabad Bank 11. Punjab National Bank 24. Deutsche Bank 12. Federal Bank 25. Indian Bank 13. Kurur Vysya Bank Ltd. 26. Induslnd Bank 27. Oriental Bank of Commerce 28. Central Bank of India 29. Standard Chartered Bank 30. J P Morgan Chase Bank

For the details of list of controlling banks along with its branches for ASBA please visit the website of SEBI, BSE and NSE at www.sebi.gov.in, www.bseindia.com, www.nseindia.com respectively. STATUTORY AUDITORS M/s Pankaj Dalal & Associates Chartered Accountants Address: B3 (B), 1st Floor, Shree Sitaaram Sadan, 282, Shamaldas Gandhi Marg, Mumbai – 400 002 Tel: +91- 022-2200 7510/ 3248 3342 Fax: 91- 022 - 22007510 Email: pankaj@pankajdalal.com BANKERS TO THE COMPANY

State Bank of India Sir. P. M. Road Branch (60113) Gresham House, Ground Floor, Sir P. M. Road, Fort, Mumbai- 400 001 Tel: +91- 022-022 - 22615157/ 2262 5036 Fax: +91- 022-2261 2554 Email: sbi.60113@sbi.com Contact Person: Mr. Wakar

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Tunip Agro Limited

Yes Bank Nariman Point branch, Gr. Floor, 1A Mittal Chambers, Nariman Point, Mumbai- 400 021 Tel: +91- 022-6674 9000 Fax: +91- 022-6674 9006 Email: Gopal.Agrawal@YESBANK.IN Contact Person: Mr. Gopal Agarwal Tamilnad Mercantile Bank Ltd. 92, Hem Prakash, Ground Floor, Kazi Sayed Street, Mandvi, Mumbai - 400 003 Tel: +91- 022-23415624 Fax: +91- 022-23401667 Email: mumbai_mandvi@tnmbonline.com Contact Person: Mr. Senthil Anand STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITY

Since Keynote Corporate Services Limited is the sole BRLM to this Issue, Inter-se allocation of responsibility is not applicable. CREDIT RATING

As this is an Issue of Equity Shares, there is no requirement of credit rating for this Issue. IPO GRADING

[●] Limited has been appointed for grading of the issue. TRUSTEES

As this is an Issue of Equity Shares, the appointment of trustees is not required. MONITORING AGENCY

No agency has been appointed to monitor the utilization of funds. APPRAISING AGENCY

The Project has not been appraised by any Bank or Financial Institution. BOOK BUILDING PROCESS

The Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The Issue Price is finalised after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are:

• The Company; • The Book Running Lead Manager, in this case being Keynote Corporate Services 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 Manager;

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Tunip Agro Limited

• 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. 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. In accordance with the SEBI Regulations, QIBs are not allowed to withdraw their Bid(s) after the Bid/Issue Closing Date. In addition QIBs are now required to pay full 100% of the Bid Amount upon submission of the Bid cum Application Form during the Bid/Issue Period and allocation to QIBs will be on a proportionate basis. For further details, see section “Terms of the Issue” on page no. 135 of this Draft Red Herring Prospectus. The Company shall comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this Issue. In this regard, the Company has appointed the Keynote Corporate Services Limited as the Book Running Lead Manager to manage the Issue. The process of Book Building under the SEBI 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% 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

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Tunip Agro Limited

example. The issuer, in consultation with the BRLM 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 no. 143 of this Draft Red Herring Prospectus);

2. Ensure that you have a dematerialised account and the dematerialised 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 no. 161 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

this Draft Red Herring Prospectus and in the Bid cum Application Form/ASBA Form; Withdrawal of the Issue The Company, in consultation with the BRLM, 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 the 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 ON [●]

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form. 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 NSE and the BSE, in case of Bids by Retail Individual Bidders. It is clarified that Bids not uploaded in the book, would be rejected. Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the BSE. 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

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Tunip Agro Limited

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, BRLM and Syndicate members will not be responsible. Bids will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holidays). The Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI Guidelines 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 Opening Date. In case of revision of the Price Band, the Issue Period will be extended for three additional working days after revision of the Price Band subject to the total Bid /Issue Period not exceeding 10 working 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 BRLM and at the terminals of the Syndicate. Underwriting Agreement After the determination of the Issue Price but prior to filing of the Prospectus with Registrar of Companies, Maharashtra, Mumbai the 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 BRLM shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the 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 in before filing of the Prospectus with Registrar of Companies, Maharashtra, Mumbai.)

Name and Address of the Underwriters

Indicated Number of Equity Shares to be Underwritten

Amount Underwritten (Rs. million)

[•] [•] [•] [•] [•] [•]

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 the 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 guideline. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLM 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” on page 124 of this Offer Document.

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Tunip Agro Limited

CAPITAL STRUCTURE

The share capital of the Company as on the date of filing of this Draft Red Herring Prospectus with SEBI is as set forth below:

Share Capital Aggregate Value at

Nominal Price. (Amount Rs.

in lacs)

Aggregate Value at Issue

Price (Amount Rs.

in lacs)

A. Authorized Capital: 2,70,00,000 Equity Shares of Rs 10.00 each

2,700.00

2,700.00

B. Issued, Subscribed and Paid Up Capital before this Issue: 1,42,62,583 Equity Shares of the Face Value of Rs.10 /- each

1,426.26

2,211.29

C. Present Issue in terms of this Draft Red Herring Prospectus: [•] Equity Shares of the Face Value of Rs.10 /- each

[•]

4,550.00

Of which i) QIB portion of upto [•] Equity Shares (1) ii) Non Institutional Portion not less than [•] Equity Shares

(1) iii) Retail Portion of not less than [•] Equity Shares (1)

[•] [•] [•]

2,275.00 1,592.50

682.50

D. Issued, Subscribed and Paid-Up Capital after this Issue [•] Equity Shares of the Face Value of Rs. 10/- each

[•]

[•]

E. Securities Premium Account

Before this Issue After this Issue

785.03 [•]

(1) Under-subscription, if any, in any of the categories would be met with spill over from any other categories or combination of categories at the discretion of the Company in consultation with the BRLM. Note: The Company is considering the private placement of certain equity shares worth Rs. 1800 lacs with certain investors, prior to the completion of the issue. In such a case the issue size offered to the public would be reduced to the extent of such private placement subject to a minimum issue size of 25% of the post issue capital being offered to the public.

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. 1.00 lac divided into 10,000 equity shares of Rs. 10/- each

Subscription to Memorandum

2 Increased to Rs. 1000.00 lacs divided into 1,00,00,000 equity shares of Rs. 10/- each

December 04, 2007

3 Increased to Rs. 2700.00 lacs divided into 2,70,00,000 equity shares of Rs. 10/- each

March 03, 2010

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Tunip Agro Limited

Notes to capital structure

1. Share capital history of the company Equity Share capital history

Date of

Allotment

Number of Equity Shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration Reasons for allotment Cumulative Equity Share

Capital (no. of shares)

03/09/2004 10,000 10.00 10.00 Cash Subscription to MOA 10,000 15/01/2008 9,50,000 10.00 40.00 Cash Allotment to non-

promoters 9,60,000 17/11/2008 65,97,500 10.00 10.00 Other than Cash Pursuant to the Scheme

of Amalgamation# 75,57,500 13/05/2010 50,38,333 10.00 10.00 Cash Rights issue in the ratio

of 2:3 1,25,95,833 17/05/2010 16,66,750 10.00 40.00 Cash Preferential Allotment

to BETL, DIL** 1,42,62,583 Total 1,42,62,583 # Tunip Exports Pvt. Ltd. (TEPL) and Pyramid Infoway Pvt. Ltd. (PIPL) were merged with Tunip Agro Ltd. pursuant to the scheme of arrangement sanctioned by the Hon’ble High Court, Bombay vide their order dated October 10, 2008. Pursuant to the said scheme becoming effective, the Company allotted 325 fully paid up equity shares of Rs. 10/- each to the shareholders of TEPL and PIPL in lieu of every one equity share held in TEPL and PIPL respectively. The Appointed date for the said scheme was April 01, 2007. For further details on scheme of amalgamation please refer to section “History “on page 67 of the DRHP. **The Company has entered into share subscription agreements with Brand Equity Treaties Ltd. (BETL) and Dharmayug Investments Ltd. (DIL) on May 13, 2010. The main terms of the agreements are given on page 73 of this DRHP.

As on date of filing of this Draft Red Herring Prospectus with SEBI, the issued share capital of Tunip is fully paid up.

2. Promoter contribution and Lock in period:

A. History of Share Capital held by the promoters:

Name of Promoter

Date of Allotment /Transfer

Allotment/ Transfer

Conside-ration

Number of Shares

Face Value (Rs.)

Issue/ Transfer

Price (Rs.)

% age of Post Issue

Promoter Mr. Siddhant Goyal

01/04/2006 Transfer Cash 4,500 10.00 10.00 [●] 29/01/2008 Transfer Cash 500 10.00 10.00

17/11/2008

Allotment pursuant to the

Scheme of amalgamation

Other than Cash 32,50,000 10.00 0.00 [●]

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Tunip Agro Limited

Name of Promoter

Date of Allotment /Transfer

Allotment/ Transfer

Conside-ration

Number of Shares

Face Value (Rs.)

Issue/ Transfer

Price (Rs.)

% age of Post Issue

13/05/2010

Further Allotment

through Rights issue in the ratio

of 2:3 Cash 21,70,000 10.00 10.00 [●] Total 54,25,000

Ms. Neeta Goyal

01/04/2006 Transfer Cash 5,000 10.00 10.00 [●]

17/11/2008

Allotment pursuant to the

Scheme of amalgamation

Other than Cash 30,22,500

10.00 0.00

[●] 01/06/2009 Transfer Cash 75,075 10.00 10.00

13/05/2010

Further Allotment

through Rights issue in the ratio

of 2:3 Cash 20,68,383 10.00 10.00 [●] Total 51,70,958 [●]

Grand Total 1,05,95,958 [●]

B. Details of Promoters contribution locked-in for three years:

Pursuant to the SEBI (ICDR) Regulations 2009, an aggregate of 20% of the Post- Issue equity share capital of the Company, held by the Promoters shall be locked in for a period of three years. Capital build up of eligible shares for minimum promoters lock-in are as follows:

Name of Promoter

Date of Allotment /Transfer

Allotment/ Transfer

Conside-ration

Number of Shares

Face Value (Rs.)

Issue/ Transfer

Price (Rs.)

% age of Post Issue

Mr. Siddhant Goyal 17/11/2008

Allotment pursuant to the

Scheme of amalgamation

Other than Cash 27,50,000 10.00 0.00 [●]

Ms. Neeta Goyal 17/11/2008

Allotment pursuant to the

Scheme of amalgamation

Other than Cash 27,88,383 10.00 0.00 [●]

Total 55,38,383 [●] Specific written consent has been obtained from the Promoters 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.

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Tunip Agro Limited

Shares held by the person other than the Promoters, 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 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as applicable. Shares held by Promoter(s) which are locked in as per the relevant provisions of Regulation 36 of the SEBI Regulations, may be transferred to and amongst Promoter/Promoter group or to a new promoter or persons in control of the 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 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. The details of the shares pledged by the Company are as follows:

Name of the promoters No. of shares pledged Mr. Siddhant Goyal 26,75,000

Ms. Neeta Goyal 23,82,575 Total 50,57,575

Tunip has been sanctioned short term loan of Rs. 500.00 lacs from SICOM Investments & Finance Ltd. for meeting its working capital requirement vide loan agreement dated March 10, 2010. The promoters of the Company have pledged their holding of equity shares to the extent of 50,57,575 equity shares of Rs. 10/- each. 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 public issue.

3. The Company has not issued any shares for other than cash except 65,97,500 equity shares allotted on

17/11/2008 pursuant to the scheme of arrangement for merger of TEPL and PIPL with Tunip as sanctioned by the Hon’ble High Court, Bombay vide their order dated October 10, 2008.

4. There are no transactions in the Company’s Equity Shares by the Promoters & their relatives or the directors of the Company during a period of six months preceding the date of filing of this Draft Red Herring Prospectus with SEBI except shares issued on rights basis which are disclosed on page 17of this DRHP.

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Tunip Agro Limited

5. The shareholding pattern of the Company before and after the Issue is as follows:

Shareholder Category Pre-Issue Post-Issue

No. of Equity Shares

% No. of Equity Shares

%

Shareholding of Promoter and Promoter Group Individuals/ Hindu Undivided Family 1,05,95,958 74.29 1,05,95,958

[●] Central Government/ State Government 0 0.00 0 Bodies Corporate 0 0.00 0 Financial Institutions/ Banks 0 0.00 0 Any Others (Specify) 0 0.00 0 Sub Total (A)(1) 1,05,95,958 74.29 1,05,95,958 [●] Foreign Individuals (Non-Resident Individuals/ Foreign Individuals)

0 0.00

[●] Bodies Corporate Institutions Any Other (Specify) Sub Total (A)(2) 0.00 0.00 0.00 [●] Total Shareholding of Promoter and Promoter Group (A) =(A)(1)+(A)(2)

1,05,95,958 74.29 1,05,95,958 [●]

Public Shareholding Institutions Mutual Funds/ UTI

0.00

[●]

Financial Institutions/ Banks Central Government/ State Government Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Others (Specify) Sub Total (B)(1) 0.00 0.00 [●]] [●] Non-Institutions Body Corporate 31,68,859 22.22 [●] [●] Individuals Individuals - i. Individual shareholders holding nominal share capital up to Rs. 1 Lakh

35,838 0.25

[●]

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh

3,36,928 2.36

Any Other (Specify) 0.00 0.00 Non-Resident Indians 0.00 0.00 (OCBs) 0.00 0.00 Hindu Undivided Family 1,25,000 0.88 Demat – Clearing Member 0.00 0.00 Sub-Total (B)(2) 36,66,625 25.71 [●] [●] Total Public Shareholding (B)=(B)(1)+(B)(2) 0.00 0.00 [●] [●] TOTAL (A)+(B) 1,42,62,583 100.00 [●] [●] Shares held by Custodians and against which Depository Receipts have been issued (C)

0.00 0.00 [●] [●]

GRAND TOTAL (A)+(B)+(C) 1,42,62,583 100.00 [●] 100.00

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Tunip Agro Limited

6. Equity Shares held by the top ten shareholders: 6a) Top ten shareholders as on the date of filing this Draft Red Herring Prospectus with SEBI:

Sr. No.

Name of the Shareholder No. of Shares % to Paid up Capital (face value Rs. 10/-)

1. Mr. Siddhant Goyal 54,25,000 38.04 2. Ms. Neeta Goyal 51,70,958 36.26 3. Brand Equity Treaties Ltd. 9,13,201 6.40 4. Dharmayug Investments Ltd. 7,53,549 5.28 5. Sea Glimpse Investments Pvt. Ltd. 5,00,000 3.51 6. Judith Investments Pvt. Ltd. 4,16,542 2.92 7. Prime Securities Ltd. 2,50,000 1.75 8. Hina K Doshi 2,25,000 1.58 9. Prime Broking Company India Ltd. 2,02,234 1.42

10. Index Share Plaza Ltd. 1,33,333 0.93 Total 1,39,89,817 98.09

6.b) Top ten shareholders ten days prior to filing this Draft Red Herring Prospectus with SEBI:

Sr. No.

Name of the Shareholder No. of Shares % to Paid up Capital

(face value Rs. 10/-) 1. Mr. Siddhant Goyal 54,25,000 38.04 2. Ms. Neeta Goyal 51,70,958 36.26 3. Brand Equity Treaties Ltd. 9,13,201 6.40 4. Dharmayug Investments Ltd. 7,53,549 5.28 5. Sea Glimpse Investments Pvt. Ltd. 5,00,000 3.51 6. Judith Investments Pvt. Ltd. 4,16,542 2.92 7. Prime Securities Ltd. 2,50,000 1.75 8. Hina K Doshi 2,25,000 1.58 9. Prime Broking Company India Ltd. 2,02,234 1.42 10. Index Share Plaza Ltd. 1,33,333 0.93

Total 1,39,89,817 98.09 6.c) Top ten shareholders two years prior to filing this Draft Red Herring Prospectus with SEBI:

Sr. No.

Name of the Shareholder No. of Shares % to Paid up Capital

(face value Rs. 10/-) 1 Sea Glimpse Investments Pvt. Ltd. 3,00,000 31.25 2 Prime Broking Company India Ltd. 2,50,000 26.04 3 Prime Securities Ltd. 1,50,000 15.63 4 Hina K Doshi 1,25,000 13.02 5 Kirti J Doshi HUF 75,000 7.81 6 Kirti J Doshi 50,000 5.21 7 Mr. Siddhant Goyal 5,000 0.52 8 Ms. Neeta Goyal 5,000 0.52

Total 9,60,000 100.00

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Tunip Agro Limited

7. Till date Company has not introduced any Employees Stock Option Schemes (ESOP)/ Employees Stock Purchase Schemes (ESPS).

8. There is no “buy back” or “stand by” arrangement for purchase of Equity Shares by Tunip, the Promoters, Directors, BRLM for the equity shares offered through this Draft Red Herring Prospectus.

9. The Company has not raised any bridge loan against the proceeds of the issue.

10. The company has 31 Shareholders as on the date of filing this Draft Red Herring Prospectus with SEBI.

11. An over-subscription to the extent of 10% of the net offer to public can be retained for purposes of rounding off to the nearest multiple of minimum allotment lot.

12. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, and rights issue or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares to be issued pursuant to the Issue have been listed. However the Company is considering the private placement of certain equity shares worth Rs. 1800 lacs with certain investors, prior to the completion of the issue. In such a case the issue size offered to the public would be reduced to the extent of such private placement subject to a minimum issue size of 25% of the post issue capital being offered to the public.

13. Under-subscription, if any, in any category would be met with spill over from any other categories or combination of categories at the discretion of the Company in consultation with the BRLM.

14. The Company presently does not intend or propose to alter the capital structure for a period of six months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise. However, if business needs of the Company so require, The Company may alter the capital structure by way of split/ consolidation of the denomination of the shares/ issue of shares on a preferential basis or issue of bonus or rights or public issue of shares or any other securities whether in India or abroad during the period of six months from the date of listing of the Equity Shares issued through this Draft Red Herring Prospectus or from the date the application moneys are refunded on account of failure.

15. Tunip has not revalued its assets since its incorporation.

16. Tunip has not made any public issue since its incorporation.

17. The Company undertakes that at any given time, there shall be only one denomination for the Equity Shares of the Company and that it shall comply with such disclosure and accounting norms as specified by SEBI from time to time.

18. As on the date of this Draft Red Herring Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans or other financial instruments into the Equity Shares.

19. No payment, direct or indirect, in the nature of discount, commission allowance or otherwise shall be made either by the issuer company or the promoters in any public issue to the persons who receive firm allotment in the public issue.

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Tunip Agro Limited

OBJECTS OF THE ISSUE The activities for which funds are being raised by the Company through this issue are:

• Setting up of manufacturing facilities at Sri Lanka • Purchase of Office premises at Mumbai • Meet the fund requirement for working capital of the Company • Meet the issue expenses & • List the equity shares of the company on the stock exchanges.

The main object clause of the Memorandum of Association and objects incidental to the attainment of the main objects enables the Company to undertake the existing activities and the activities for which funds are being raised by the Company through this Issue. Cost of the Project: The detailed break up of the cost of the project is as under:

Sr. No. Cost of Project Rs. Lacs Rs. Lacs 1 Setting up of manufacturing facilities at Sri Lanka -Land and Land development 172.00 -Building 612.50 -Plant & Machinery 2637.35 Sub Total 3421.85 2 Office Premises at Mumbai 450.00 3 Funding towards Working Capital

requirement 760.00 4 Contingencies 75.00 5 Issue expenses 375.00 Total 5081.85

No part of the issue proceeds is being paid as consideration to Promoters/ Directors/ Key Managerial Personnel. Means of Finance:

Rs. in Lacs Particulars Amount

Rights Issue 503.83 Internal Accruals 28.02 Public Issue 4,550.00 Total 5081.85

The fund requirement & deployment of the net proceeds of the issue are based on the internal management appraisal and estimates of the Company.

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RATIONALE OF THE PROJECT Out of the total project cost of Rs. 5081.85 lacs an amount of Rs. 3421.85 lacs would be utilized for setting up of manufacturing facilities at Sri Lanka. The main advantages of setting up of the facilities at Sri Lanka can be put forth as under:

• The main raw material used in the fruit juices is fruit concentrate. Except for mango and guava pulp all other concentrates are imported from various parts of the world such as Brazil, Spain, Israel, Turkey, Poland, Indonesia, China, etc. These concentrates attract 36% import duty in India and these concentrates account for around 40% of the cost of final product. Import of these raw materials for export in Sri Lanka attracts 0% import duty. And under the Indo-Lanka Free Trade Agreement there is no import duty charged on imports of packaged fruit-based juices and beverages.

• Besides raw material, packing material such as Tetra Pak paper and corrugated box trays (secondary packaging) attracts 4% excise duty in India. Whereas import of these packing materials in Sri Lanka is duty free. Also since these materials are exported from India, the suppliers pass on the export benefit in terms of reduction in prices, which substantially reduce the product cost.

• As mentioned above, the Sri Lanka has a very strategic location from a logistics point of view. Since India has water on three sides, sea transport is used to supply products in the western, eastern and southern regions of India. Sea freight is considerably lower than road transport in India. For supplies in the northern region the rail transport is used, which is more economical than road transport. At present the transport cost of the company is approximately 10% of the total sales. By using Sri Lanka, as its base and by a combination of sea and rail transport, this cost is expected to come down to 5% of the total sales of the Company.

• Energy cost in India is set to rise with the growing consumption of fuels. At present the cost of energy in India is approximately Rs. 7 per unit. Whereas in Sri Lanka the cost of energy is Rs. 4 per unit. This low cost further reduces the processing cost of the product.

• Considering the above Tunip has decided to set up its own manufacturing facilities in one of the EPZs in Sri Lanka. The proposed sites being looked into by the Company are Katunayaka and Biyagama. The other benefits by setting up a project in EPZ of Sri Lanka are as follows:

• A single window clearance for incorporating a Company in EPZ

• Duty free import of machinery, raw material and packing material

• 7 year tax holiday for all upcoming manufacturing units for non- traditional goods (these includes fruit based beverages)

• The Government of Sri Lanka facilitates the procurement of support services such as water, power, waste treatment and telecommunications.

• Foreign currency accounts are permitted which helps the Companies from getting exposed to Sri Lankan Rupees.

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DETAILS OF THE COST OF THE PROJECT

1. Land and land development: The company plans to setup its own manufacturing facility in one of the Export Processing Zones (EPZs) in Sri Lanka. Based on proximity from Port and the city of Colombo, the company has narrowed down to two probable locations in Sri Lanka namely Biyagama or Katunayake. The Company proposes to buy land on lease for a period of 30 years with an option to extend it for further period. The lease premium for 30 years is estimated at US$ 50,000 per acre and an annual ground rent of US$ 2,850 per acre is payable. The total land area required for setting up the unit would be around 2,40,000 Sq. Ft. The proposed cost of land and land development is given as follows:

Sr. Cost of Land Sq. Ft. Rs. (Lacs) 1 Lease Premium (for 30 years) 2,40,000 126.73#

2 Land Leveling Expenses 25.00 3 Legal Expenses 10.00 4 Gardening & Landscaping

Expenses and other misc. Expenses

10.00

Total (Rounded off): 172.00 #(126.73 lacs=2,40,000 Sq. Ft./43,560=5.10 acres * US$ 50,000 (lease premium)* 46.00 (exchange rate))

2. Building The cost of construction of building and other civil work is estimated at Rs. 612.50 lacs. The proposed built up area of the building would be 1,06,500 sq. Ft. The cost to be incurred for the building construction is based on the estimates given by Mr. Hemant Mahatekar, Architect and Interior Designer vide his certificate dated April 12, 2010. The details of which are given below.

Sr. No. Cost of Civil Construction Sq. ft. Rate Rs. (Lacs) 1 Raw Material Storing Area 1000 600 6.00 2 Pre-Processing Area 1000 600 6.00 3 Sugar Syrup Room 1500 600 9.00 4 Raw Material Storage 5000 600 30.00 5 Main Processing Area 10000 600 60.00 6 Packing Material Storage 2500 600 15.00 7 Laminate Storage Area 2000 600 12.00 8 Raw Material Storage Sub

Zero Area 5000 850 42.50

9 Finished Product Storage 40000 600 240.00 10 Boiler House & Other Utility

Area 3000 600 18.00

11 Laboratory 1500 600 9.00 12 Office 2000 600 12.00

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Sr. No. Cost of Civil Construction Sq. ft. Rate Rs. (Lacs) 13 Staff Quarters 3000 600 18.00 14 Parking and Other

Miscellaneous Area 25000 300 75.00

15 Guest House 4000 750 30.00 16 Water Storage Tank 30.00 Total: 106500 612.50

3. Plant and Machinery

The plant and machinery includes plant, machineries, tools, equipments and other technical items. This also includes the entire Tetra Pak line, Utility equipment, product development center, SAP Business software and Misc. fixed assets. The total cost of machinery is estimated at Rs. 2637.35 lacs. Tetra Pak line constitutes over of 80.76% of the total cost of machinery. The Tetra Pak line includes Tetra Pak Filling Machine and Processing Equipment. The detailed cost of plant and machinery is given as follows:

Sr. No.

Plant & Machinery Rs. (Lacs)

A Tetra Pak Equipment 2130.00 B Utility Equipment 413.35 C Product Development Center 75.50 D SAP Business software 18.50 Total 2,637.35

A. Tetra Pak Equipment The Company plans to purchase filling, packaging and processing equipments from M/s Tetra Pak India Pvt. Ltd. It has received quotation from Tetra Pak India Pvt. Ltd. vide its letter dated NSK:TPP:28031001 dated May 11th 2009. The cost of establishing Tetra Pak Line, filling line and processing equipments is given as under:

Sr. Tetra Pak Supply: Filling Lines USD/ Swedish Crona INR (amount in lacs) Total Filling Line

1 Filling Machine TBA/8 Reconditioned with PT8, Dating Unit, Valve Kit for 1000 ml Slim

551.59 253.73

2 Cap Applicator 30 for slim cap application

3.93 180.85

3 Card Board Packer - CP 70 for secondary packing of cartons 6x2=12 packs each

1.61 74.00

4 Common Accessories such as matching transformer, oil pump, H2O2 trolley, Jumbo Reel Truck and Spare

0.75 34.49

5 Conveyor Cost 1.57 72.29

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Sr. Tetra Pak Supply: Filling Lines USD/ Swedish Crona INR (amount in lacs) 6 Filling Machine TBA/19

Reconditioned with Dating Unit for 200 ml Slim package

4.61 211.96

7 Tetra Straw Applicator 21 attaching straw to the package

0.56 25.73

8 Card Board Packer - CP 70 for secondary packing of cartons 3X9=27 packs each

1.61 74.00

9 Standard Accessories & Spares 0.56 25.83 10 Conveyor Cost 1.57 72.29 Total Filling Line - Imported USD

(Total A) 22.29 1,025.17

11 TBA/8 Filling Machine – Local 0.00 13.14 12 TBA/19 Filling Machine – Local 0.00 12.00 13 Installation & Commissioning –

Local 0.00 40.00

Filling Line – local (Total B) 0.00 65.14 Processing Equipments 1 Tetra Them Aseptic TA Flax - 10

UHT Sterilizer with Tetra Alex 30 Homogenizer 6600-8500 LPH #(Swedish Crona)

55.00 357.50

2 ALCIP-10 IN (to cater to filling machines). Interconnecting Product Piping Homogenizer

0.00 138.60

3 Pre-processing and Thandai Preparation Equipments

0.00 435.04

4 Installation & Commissioning 0.00 57.87 Processing Equipments: (Total C) 989.01 Total Cost: A + B + C: 2,079.32 Addition of taxes & transportation: 50.00 Final cost of Plant & Machinery

(Rounded off): 2130.00

Note: • Exchange Rate: 1 USD= Rs. 46.00 and1 Swedish Crona = Rs. 6.50

# Other than the cost of Tetra Them Aseptic TA Flax which is in Swedish Crona, all other cost of the imported equipments are in US Dollar

• Taxes and freight are excluded by Tetra Pak India Pvt. Ltd. which are considered in this cost of machinery supplied from Tetra Pak

Out of total quotations received the Company has placed orders for machineries worth Rs. 437.47 lacs. B. Utility equipments The Company requires various utility equipments for weighing raw material, water recycling, steam producing, waste processing etc. The proposed cost of utilities is estimated at Rs. 413.35 lacs which is based on the quotations received from “M/s Food Systems Asia” vide its letter dated April 10, 2010.

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The estimated cost of utilities is given as under:

(Amount in Rs. Lacs) Sr. Utilities Cost 1 Steam Boiler 3 TPH 10 bar 40.00 2 Chimney/ ducting 12.00 3 Steam Pipelines, Fittings & Insulation 7.00 4 DG Set: 500 KVA x 2 30.00 5 Process Chiller 150 TR 30.00 6 Cooling Tower: 75 TR 1.00 7 Tanks, Pipelines, Pump for Tower 0.50 8 Air Compressor 115 CFM 10.00 9 Effluent Treatment Plant: Aerobic 52.00 10 Laboratory Equipments 22.50 11 For Lift: 1.5T + Trolleys 10.00 12 Weigh Bridge: 60 T 8.50 13 Weighing Scales: 2 Kg to 200 Kg 0.85 14 Reverse Osmosis Plant 1 lakh Lit/ her 25.00 15 Electrification: 500 Kw 75.00 16 Fire Safety System - approximate 7.00 17 Work Shop Equipments 5.00 18 Turbo Ventilator 1.00 19 Air Curtains, Plastic Curtains & Misc. 1.00 20 Cold Storage: 5000 sq. Ft. 50.00 21 Start up and Commissioning charges 25.00 Total 413.35

C. Product Development Centre:

The Company intends to set its Product Development Centre at its manufacturing facility at Sri Lanka. The Company plans to invest Rs. 75.50 lacs towards the same. The estimated cost of product development center is based on the quotations received from “M/s Food Systems Asia” The cost of which is classified as under:

Sr. No.

Utilities Amount in Rs. lacs

1 RTS Beverage preparation/ processing plant 30.00 2 Rinser Capper filler 6.00 3 Aseptic filler 37.00 4 Startup and commissioning 2.50 Total 75.50

D. Software Installation The Company has decided to implement “SAP Business One” software to replace its current Enterprise Management System. This will help the Company to effectively manage its resources across the country as well as in Sri Lanka. The “SAP Business One system” will be used to manage raw material inventory in Sri Lanka alongwith finished goods inventory at the Company’s various depots across India. This system will give the management on hand information of the Company’s sales, distribution and inventory. The Company has received quotation from Lauren Information Technologies Ltd. for the same and cost to be incurred on software installation is estimated at Rs. 18.50 lacs.

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4. Purchase of Office Premises at Mumbai The Company proposes to set up its own manufacturing facilities at Sri Lanka. The production capacities of the Company will increase to a large extent. In order to market and distribute the larger volumes of production, the Company plans to hire around 197 sales and administrative personnel in the near future. Keeping that in mind the Company proposes to buy an office at Mumbai on ownership basis. The proposed area to be bought would be around 2,000 Sq. ft. and the proposed cost of buying the office is estimated as Rs. 400.00 lacs. The Company plans to set up two training centers in the proposed office in order to train its sales force. The total cost of interior work and office equipments in the office is estimated at Rs. 50.00 lacs. The details of the same are as follows:

Sr. No.

Utilities Quantity Amount in Rs. lacs

Name of Supplier

1 Office construction and interior work

NA 25.33 Nakshatra Woodcrafts

2 Computers 29 16.88 DELL India 3 Laserjet printers 2 7.35 Hewlett- Packard

Development Company 4 Scanner 1 0.50 Hewlett- Packard

Development Company Total (rounded off) 50.00

5. Working capital Requirement

The Company operates in an industry sector wherein the requirement of working capital is intensive. The Company expects a substantial increase in its working capital requirement in view of the proposed expansion plans of the Company. The Company has estimated that an amount of Rs. 760.00 lacs from the proceeds of the issue would be utilized to part fund its working capital requirement. The details of working capital requirement and funding as on 31/03/2010 and estimated for requirements post expansion are s follows

Particulars As on 31/03/2010 Estimates (Post Expansion) (Rs. in Lacs)

Current Assets Raw Material Inventory 143.00 257.50 Packing Material Inventory 41.51 137.70 Finished goods Inventory 321.34 474.33 Debtors 298.97 434.92 Total Current Assets (A) 804.82 1304.45 Current Liabilities & Provisions

Sundry Creditors 154.61 126.18 Total Liabilities (B) 154.61 126.18 Working Capital Gap (A-B) 650.21 1178.27 To be financed by Unsecured Loan 89.23 48.50 Secured Loan 249.70 0.00 Internal Accruals 311.28 369.77 Public Issue 0.00 760.00

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Basis of estimation of working capital requirement

Particulars Holding Period (No. of Days)

Basis

Raw Material Inventory 45 No. of days of Cost of Material Purchased Packing Material Inventory 45 No. of Days of Cost of Packing Material

Purchased Finished Goods Inventory 45 No. of Days of Cost of finished goods after

manufacturing Sundry Debtors 25 No. of Days of Total Sales Sundry Creditors 30 No. of Days of total purchases, selling &

Distribution expenses

6. Contingencies The Company has earmarked contingency of an amount of Rs. 75.00 lacs which is around 2% of the cost of land, building, plant and machinery & office premises in Mumbai.

7. Issue expense The break-up of issue expenses is as under:

Activity Estimated Expenses

(Rs. in lacs)

% of the Issue

Expenses

% of the Issue Size

Lead Management, underwriting and selling commission 175.00 46.67 3.85 Advertising and marketing expenses 70.00 18.67 1.54 Printing and Stationary & Distribution 65.00 17.33 1.43 Others (Registrar’s fees, legal fee, listing fee etc.) 65.00 17.33 1.43 Total estimated Issue expenses 375.00 100.00 8.25

Schedule of Implementation:

Particulars Commencement Completion Land and Land development August 2010 October 2010 Building August 2010 January 2011 Plant & machinery -Order Placement May 2010 September 2010 -Delivery at Site December 2010 March 2011 Office Premises at Mumbai September 2010 December 2010 Trial Runs April 2011 Commercial Production May 2011

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Year wise break up of the proceeds to be used

Particulars Amount spent to be during the

year 2010- 2011

Amount to be spent during the

year 2011-12

Total

Land & Land Development 172.00 - 172.00 Building 612.50 - 612.50 Plant & Machinery 2099.88 537.47 2637.35 Office Premises at Mumbai 450.00 - 450.00 Working Capital 760.00 - 760.00 Contingencies 55.20 19.80 75.00 Public Issue Expenses 375.00 - 375.00 Total 4524.58 557.27 5081.85

SOURCES & DEPLOYMENT OF FUNDS As per the Certificate dated May 18, 2010 from M/s Pankaj Dalal & Associates, Statutory Auditors & Chartered Accountants, The Company has upto May 17, 2010, deployed an amount aggregating Rs. 503.83 lacs towards the proposed project. Details of the sources and deployment of funds as per the certificate are as follows: (Rs. In lacs)

Particulars Amount

DEPLOYMENT OF FUNDS Advance for purchase of plant and machinery 437.47 Issue Expenses 22.11 Working Capital 44.25 Total 503.83 SOURCES OF FUNDS Rights Issue 503.83 Total 503.83

Interim Use of Funds The management, in accordance with the policies set up by the Board, will have flexibility in deploying the proceeds to be received from the Issue. Pending utilization for the purposes described above, the Company intends to temporarily invest the funds in high quality interest or dividend bearing liquid instruments including deposits with banks for the necessary duration. Such investments would be in accordance with any investment criteria approved by the Board of Directors from time to time. Monitoring of Utilization of Funds The management of the Company will monitor the utilization of funds raised through this public issue. Pursuant to Clause 49 of the Listing Agreement, the Company shall on quarterly basis disclose to the Audit Committee the Application of the proceeds of the Issue. On an annual basis, the Company shall prepare a statement of funds utilized for purposes other than stated in this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosures shall be made only until such time that all the proceeds of the Issue have been utilized in full. The statement will be certified by the Statutory Auditors of the Company.

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The Company shall be required to inform the material deviations in the utilisation of the issue proceeds to the Stock Exchanges and shall also be required to simultaneously make the material deviation/ adverse comments of the Audit Committee public through advertisement in newspaper. Basic terms of the issue The Equity shares being offered are subject to the provision of the Companies Act, 1956, the Memorandum and Articles of Association, the terms of this offer document and other terms and conditions as may be incorporated in the Allotment advice and other documents /certificates that may be executed in respect of the issue. The Equity shares shall also be subjected 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, RBI, ROC and /or other authorities as in force on the date of issue and to the extent applicable.

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BASIS FOR ISSUE PRICE

QUANTITATIVE FACTORS Information presented in this section is derived from the financial statements certified by the Statutory Auditors of the Company.

1. Earnings Per Share (EPS) (on Rs. 10 /- per share)

2. Price/ Earning (P/E) Ratio

Particulars P/E based on pre-issue weighted average EPS of Rs. 0.74 [•] P/E based on pre-issue EPS of FY 2009-10 of Rs 1.21 [•]

3. Return on Net Worth (RONW)

Year Ended RONW (%) Weight

March 31, 2008 1.25 1 March 31, 2009 2.24 2 March 31, 2010 7.92 3 Weighted Average RONW 4.92

4. Minimum Return on Increased Net Worth required to maintain pre-issue EPS: [•]

5. Net Asset Value (NAV) per share

Pre-Issue as on March 31, 2010 (Rs.) 15.25 Post Issue (Rs.) [•]

6. Comparison with Peer Group

Given the nature and size of the business of the Company, there are no other listed companies in this segment. The only listed company in the fruit juice business whose one of the business segments can be comparable with the business of the Company is Dabur India Limited. The details of the same are given as under:

Name of the Company

Face Value

(Rs. Per equity shares)

Equity (Rs. in Crores)

Sales as on

31/03/2010 (Rs. In Cr.)

RONW (%)

Book Value (Rs.)

EPS (Rs.)

P/E Multiple based on

Price as on 29/06/2010

Dabur India Ltd. 1.00 86.76 2741.50 59.00 12.50 4.80 42.68 Source: Capital Market: June 14- 27, 2010; Segment – Food Processing- Indian & and www.bseindia.com Tunip Agro Limited

10.00 7.56* 41.43 7.92 15.25 1.21 -

*The existing issued and paid up equity share capital of the Company is Rs. 14.26 crores.

Year Ended EPS (Rs.) Weight March 31, 2008 0.17 1 March 31, 2009 0.32 2 March 31, 2010 1.21 3 Weighted Average EPS 0.74

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7. The face value of Equity Shares of Tunip Agro Limited is Rs.10 and the Issue Price is [•] time of the

Face Value. The Issue Price of Rs. [•] has been determined by the Company in consultation with the BRLM, on the basis of assessment of market demand from investors through the Book- Building Process and is justified based on the above factors. The face value of the Equity Shares is Rs. 10 each. 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. On the basis of the above parameters the Issue Price of Rs. [•] per share is justified.

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STATEMENT OF TAX BENEFITS

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 Tunip Agro Limited 116, Commerce House 140, Nagindas Master Road, Mumbai-400023 Dear Sirs, Sub: Statement of Tax Benefits “We M/s Pankaj Dalal & Associates., Chartered Accountants are the Statutory Auditors of Tunip Agro Limited having its registered office at 116, Commerce House, 140, Nagindas Master Road, Mumbai – 400 023. We hereby certify that under the current tax laws, the following tax benefits inter-alia, will be available to the Company and the members of the Company. However a member is advised to consider in 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 legislation may not have direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. As per the existing provisions of the Income Tax Act 1961 and other laws as applicable for the time being in force, the following tax benefits and deductions are and will, inter-alia be available to Tunip Agro Limited and its shareholders. Special tax benefits to the Company: There are no special tax benefits available to the Company. A. General tax benefits available: These general tax benefits are available to all Companies or to the Shareholders of any Company, as the case may be, after fulfilling certain conditions as required in the relevant Act.”

General Tax Benefits available to the Company 1. Income earned by the Company by way of dividend referred to in Section 115O of the Act received

from domestic companies is exempt from tax under section 10(34) of the Act. 2. Any income received by the Company from distribution made by any mutual fund specified under

section 10(23D) of the Act or from the administrator of the specified undertaking or from the administrator of specified company referred to in Section 10(35) of the Act, is exempt from tax in the hands of the Company under section 10(35) of the Act.

3. Long-term capital gain on sale of equity shares or units of an equity oriented fund will be exempt

from tax under section 10(38) of the Act provided that the transaction of such sale is chargeable to securities transaction tax.

4. In accordance with the provisions of section 112 of the Act, long-term capital gains on transfer of

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capital assets other than bonds or debentures (excluding capital indexed bonds issued by the Government), transfer of which is not subject to securities transaction tax, is chargeable to tax at the rate of 20 % plus applicable surcharge, education cess and secondary & higher education cess (herein after collectively referred to as ‘education cess’).

However, if tax on long term capital gains arising on sale of listed securities or unit of mutual fund

specified in section 10(23D) of the Act or zero coupon bond, calculated at the rate of 20% with cost indexation benefit exceeds the tax calculated at the rate of 10% without cost indexation benefit, then such gains are chargeable to tax at a concessional rate of 10% (plus applicable surcharge and education cess).

6. Under Section 111A of the Act, short-term capital gain on sale of equity shares or units of an equity

oriented fund shall be chargeable to tax at the rate of 15% (plus applicable surcharge and education cess) provided that transaction of such sale is chargeable to securities transaction tax.

7. According to the provisions of section 54EC of the Act and subject to the conditions specified therein,

tax on capital gains arising from the transfer of any long-term capital asset shall not be taxable, provided that the Company has at any time within a period of six months after the date of such transfer, invested the whole of capital gains in any long-term specified asset.

However, if such long-term specified asset is transferred or converted into money within a period of

three years from the date of its acquisition, the amount of capital gains exempted earlier shall become chargeable to tax as long term capital gains in the year in which such long-term specified asset is transferred or converted into money. Section 54EC also provides for a ceiling of Rs.50,00,000/- per financial year on investments in such long term specified asset. Further, if only a portion of capital gains is so invested, then the exemption is available proportionately.

For the purpose of section 54EC, long term specified assets means any bond redeemable after three years and issued by:

i) National Highway Authority of India constituted under section 3 of The National Highway

Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, a company formed and registered under the Companies

Act, 1956. 8. Under section 32 of the Act, the Company is entitled to claim depreciation, subject to conditions

specified therein, at the prescribed rate on its specified assets used for the business.

9. The Company will be entitled to amortize preliminary expenditure, being expenditure incurred on public issue of shares, under section 35D (2) (c) (IV) of the Act, subject to the limit specified in section 35D (3).

10. According to the provisions of section 115JAA(1A) of the Act, credit is allowed in respect of any Minimum Alternate Tax (‘MAT’) paid under section 115JB of the Act for any assessment year commencing on or after April 1, 2006. Tax credit which can be carried forward is equal to the difference between MAT paid by the Company for one assessment year and tax computed as per normal provisions of the Act for that assessment year. MAT credit can be carried forward for the purpose of set off up to 7 years (10 years with effect from assessment year 2010-2011) succeeding the year in which the MAT credit is allowable.

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B. General Tax Benefits available under the Act to Shareholders of the Company I Benefits available to all Shareholders i) According to the provisions of section 10(34) of the Act, any income by way of dividends referred to

in section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by a domestic company) received on shares of the Company is exempt from tax.

ii) Capital gains arising on transfer of long-term capital assets, being equity shares in a company, on

which securities transaction tax is paid, is exempt under section 10(38) of the Act whereas short-term capital gains arising from similar transaction shall be subject to tax under section 111A of the Act at the rate of 15% (plus applicable surcharge and education cess).

iii) The benefit of exemption from tax under section 10(38) of the Act on long-term capital gains will not

be available where no securities transaction tax is paid. In such cases, long-term capital gains on sale or transfer of listed securities would be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) or at a concessional rate of 10% without considering cost indexation benefit in accordance with the provisions of section 112 of the Act.

iv) As per section 54EC of the Act, subject to the conditions specified therein, tax on capital gains

Arising from transfer of long-term capital asset shall not be taxable, provided that the Shareholder has at any time, within a period of six months from the date of transfer, invested the whole of capital gains in any specified long-term asset. However, if such long-term asset is transferred or converted into money within a period of three years from the date of its acquisition, amount of capital gains exempted earlier shall become chargeable to tax as long term capital gains in the year in which such long-term asset is transferred or converted into money. Section 54EC also provides for a ceiling of INR 5 million per financial year on investments in such long-term specified asset. Where the whole of capital gains is not invested in long term specified asset, then exemption would be proportional to the amount of capital gains invested in long term specified asset. For the purpose of section 54EC, long term specified assets referred to herein above means any bond redeemable after three years and issued by: 1. National Highway Authority of India constituted under section 3 of The National Highway

Authority of India Act, 1988;

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

v) According to the provisions of section 54F of the Act and subject to the conditions specified therein,

long-term capital gains arising to an individual or a Hindu undivided family on transfer of long-term capital asset other than residential house shall not be chargeable to tax, provided that the net consideration is utilized for either of the following

vi) Purchase of a residential house within a period of one year before or two years after the date of transfer of such long term capital assets; or

vii) Construction of a residential house within a period of three years after the date of transfer of the long-term capital asset.

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Further, if only a portion of the net consideration is so invested, then the exemption is available proportionately. However, if the residential house in which investment is made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred.

viii) As per section 74 of the Act, short term capital loss suffered during the year is allowed to be set-off

against short-term capital gains as well as long term capital gains of the same year. Balance loss, if any, can be carried forward for eight years for claiming set-off against subsequent years’ short term as well as long-term capital gains of subsequent years. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, can be carried forward and set-off against long-term capital gains only.

ix) As per provisions of section 36(xv) of the Act, where income of a Shareholder chargeable to tax under

the head ‘profits and gains from business and profession’ includes income from sale of securities which is liable to securities transaction tax, then the Shareholder can claim deduction of sum paid on account of securities transaction tax while computing its taxable income.

Special tax benefits There are no special tax benefits available to the shareholders of the Company. II Benefits available to Non - Resident Indian Shareholders In addition to the above, Non-Resident Indian [as defined in Section 115C(e) of the Act] shareholders (‘NRIs’) who have subscribed to shares in an Indian company in convertible foreign exchange, can exercise the option of being governed by the provisions of Chapter XII-A of the Act, which inter alia entitles them to the following benefits: 1 In accordance with and subject to the provisions of section 115D read with section 115E of the Act,

long term capital gains arising on transfer of shares in an Indian company acquired out of convertible foreign exchange, are taxable at the rate of 10% (plus applicable surcharge and education cess). Cost indexation benefit will not be available in this case. Further, income from investment or income from long term capital gains from transfer of an asset other than shares in an Indian company will be chargeable to tax at the rate of 20%.

2 In accordance with and subject to the provisions of section 115F of the Act, long term capital gains

arising on sale of shares in an Indian company held by a NRI shareholder and purchased out of convertible foreign exchange shall not be chargeable to income tax, if the entire net consideration is invested for a period of three years in any savings certificates specified under section 10(4B) or specified assets as defined in section 115C(f) (which includes shares, debentures, deposits of Indian Company and other prescribed securities/ assets) of the Act. In case the whole of sales consideration is not invested in prescribed savings certificates or specified assets, proportionate capital gains would be liable to tax.

Such exemption is available provided investment in savings certificates/ specified assets are made

within a period of six months from the date of transfer of shares. However, if such savings certificates or specified assets are transferred or converted (otherwise than by way of transfer) into money within three years from the date of acquisition, the amount so exempted will be chargeable to tax under the head ‘Capital Gains’ in the year when such assets/ certificates are transferred.

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3 As per section 115G of the Act, NRI Shareholder would not be required to file a return of income

under section 139(1) of the Act, where the total income consists only of investment income and/or long-term capital gains as defined under section 115C of the Act and tax deductible at source has been deducted from such income as per provisions of Chapter XVIIB of the Act.

4 According to the provisions of section 115H of the Act, where, subsequently, NRI shareholder is

assessable as a resident in India, he may furnish a declaration in writing to the assessing officer, along with his return of income for that year filed under section 139 of the Act, to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from specified assets for that year and subsequent assessment years until such assets are converted into money. However, this option is not available in respect of shares in an Indian company.

5 As per the provision of section 115I of Act, NRI Shareholder may elect not to be governed by the

provisions of Chapter XII-A for any assessment year by furnishing his return of income for that assessment year under section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act.

Special tax benefits There are no special tax benefits available to the non – resident shareholders of the Company. III Benefits available to Foreign Institutional Investors (‘FIIs’) i) Capital gains arising in the hands of FIIs on sale of shares are governed by Section 115AD of the Act.

According to the provisions of section 115AD of the Act, long-term capital gains arising on transfer of shares held by FIIs are taxable at the rate of 10% (plus applicable surcharge and education cess). Short term capital gains on transfer of shares are taxable at the rate of 15% (plus applicable surcharge and education cess) provided that the transaction is subject to levy of securities transaction tax. In other cases, capital gains would be liable to tax at 30% (plus applicable surcharge and education cess). Cost indexation benefits are not available to FIIs. Further, the provisions of the first proviso of section 48 of the Act will not apply.

ii) In accordance with and subject to the provisions of section 115AD read with section 196D(2) of the

Act, no deduction of tax at source is applicable on payment in respect of capital gains arising to a FII from the transfer of the equity shares in an Indian company.

In the case of all non-resident shareholders, the aforesaid tax rates are subject to the benefits, if any,

available under the double taxation avoidance agreements signed by India with the country of which the non-resident shareholder may be a tax resident, subject to fulfillment of conditions prescribed there under.

Special tax benefits There are no special tax benefits available to Foreign Institutional Investors. IV Benefits available to Mutual Funds

Section 10(23D) of the Act provides that income of a mutual fund registered under the Securities and Exchange Board of India Act, 1992 or such other fund set up by a public sector bank or a public financial institution or mutual fund authorized by the Reserve Bank of India subject to conditions

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prescribed by the Central Government, is exempt from tax. C Benefits under the Wealth Tax Act, 1957

Shares in an Indian company are excluded from the definition of ‘asset’ as defined in section 2(ea) of the Wealth Tax Act, 1957. Accordingly, shares of the Company are not liable to wealth tax in the hands of the shareholders.

D Gift Tax Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, gift of shares will not attract gift tax in the hands of the shareholders.

Notes: 1 The information provided above sets out the possible tax benefits available to the Company and its

shareholders under the prevailing tax laws of India. Several of these benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company and its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company may or may not choose to fulfill.

2 The benefits discussed above 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.

3 The tax benefits given above include amendments introduced by Finance Act, 2009. Some or all of the

tax consequences described above may be modified by future amendments to the Act. 4 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 this issue and we are absolved of any liability to the shareholder for placing reliance upon the contents of this material.

Place: Mumbai FOR Pankaj Dalal & Associates, Date: March 09, 2010 Chartered Accountants Sd/- Proprietor (Mr. Pankaj Dalal) Membership No.: 041233

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SECTION III - ABOUT THE ISSUER COMPANY

INDUSTRY OVERVIEW

The information in this section is derived from CARE Research Report of May 2010. It has not been independently verified by the Company, the Book Running Lead Manager or their respective legal advisors, and no representation is made as to the accuracy of this information, which may be inconsistent with information available or compiled from other sources.

Indian Fruit Juice Industry Indians have always had a penchant for fruit juices and has been a part of their lifestyle given its nutritional and refreshing value. Traditionally, juices were freshly squeezed either at home or processed in front of consumer by street-side kiosks. Earlier, people were reluctant to try packaged fruit juices because of taste (altered by preservatives) and quality issues but with the advent of Tetra Pak and increased urbanism there is a sea change and consumers now prefer packaged fruit juices given its convenience and hygiene factor. There are 3 broad varieties of fruit based beverages, namely - fruit drinks (with <20% pulp content), fruit nectar (with pulp content between 20-85%) and fruit juices (with pulp content >85%). Global Overview The global fruit juice market is dominated by North American and Western European countries where per capita consumption of fruit juices far outpaces developing countries primarily due to higher income levels and increased awareness of healthy living and eating. Globally, the growth in fruit juice consumption can be attributed to lower transportation costs, technological advancements in production & storage and evolving international trade agreements making the industry more international in scope. Countries such as the Canada, Germany, US, Ireland, Greece, the Netherlands and other Northern European countries are amongst the highest in per capita consumption of fruit juices and nectars. Globally, in terms of preference, orange juice (including mandarins) is three times more popular than apple and then followed by flavours such as grapes, pineapples, grapefruits, lemons & limes, cranberries and more.

Source: CARE Research

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In the fruit juice industry, sourcing quality fruits is of primary importance and some of the major exporters of oranges are Brazil (which exports more than 90% of its produce), the US (mainly the state of Florida, which exports 10% of its produce) and the Mediterranean region while for apple the major exporters are the US, China and Austria. The US is the leading exporter of apple juice, grapefruit juice and grape juice. Thailand and Israel are leading exporters of pineapples and other citrus juices respectively. Countries in Southern Hemisphere, such as Argentina, Australia and South Africa are increasing their presence in international trade by providing off-season citrus fruits to the Northern Hemisphere due to better transportation and packaging technologies now available. Indian Fruit Juice Market - Overview India being a hot and tropical country, people have always preferred thirst quenchers such as fruit juices and aerated drinks. In comparison to other developed countries, packaged fruit juices are not so popular in India and the per capita consumption remains significantly low giving a huge market with its untapped potential. Moreover, changing demographics and a trend towards healthy living is pushing demand for fruit juices higher. Historically, many factors did not support the distribution system of fruit juices in the country like tough weather conditions, high import taxes, low quality of local fruits and other logistical challenges. In India, the yield is low and per hectare productivity of fruits like oranges, pineapples or even mangoes is not amongst the highest in the world. Interestingly, in the past decade, due to increased urbanization and globalization fruit juice consumption has grown significantly in India with double digit growth rates. Higher spending power and increasing health awareness is resulting in huge untapped demand for packaged fruit juices in the country. In terms of total beverage consumption globally, India contributes approximately 10% and trails only behind the US and China. India’s non-alcoholic beverage market which comprises hot drinks, carbonated, non-carbonated and health drinks, is estimated to be approximately Rs. 23,000 crore and is growing at a CAGR of 7% in last 4 years. The non-carbonated beverage market is estimated to be approximately Rs. 6,400 crore and comprises mainly of bottled water (with 50% share), packaged juices (29.6% share), functional drinks (10.4% share) and other non-carbonated drinks (9.8% share). Based on above share break-up, the juice market stands at Rs. 1,900 crore growing at a CAGR of approximately 22% in the last 4 years and is expected to grow at a robust rate of 19% y-o-y for the next 4 years.

Source: CARE Research

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India’s per capita non-alcoholic beverage consumption is remarkably low at 4.8 litres p.a. when compared to global average of approximately 85 litres p.a. and regional average (South Asia) of 27 litres p.a. Such low consumption rate could be the key driving factor for the non-carbonated drinks segment. Market Composition – Organized and Unorganized

The fruit juice market in India is still significantly fragmented with the unorganized market comprising approximately 86%. People are still accustomed to buying fresh juices from street vendors and consuming homemade juices. However, given increase in travelling, health consciousness amongst Indian consumers and the convenience factor associated with packaged juices, the market can accommodate more players as it grows from here. Going forward, it is expected that packaged juice market to increase their share as there is a change in consumer trend from homemade juices to packaged juices since they provide consistent quality and offer off-seasonal fruit juices year around. In addition, with the increase in demand from institutional commercial buyers such as hotels, restaurants, pubs/bars, supermarkets, hospitals, and increased domestic and foreign tourists arrivals can expect organized packaged juices to increase its share and volume y-o-y.

Source: CARE Research Market Size India’s enormous population in its cities and small towns is a huge potential and boon for any packaged food manufacturing company. Major factors like increasing urbanization, convenience of packaged food, increasing health awareness, hygiene-consciousness, higher spending power, low per-capita consumption level, will provide immense growth possibilities for fruit juice companies. The Indian fruit juice industry is growing at a robust rate of 19% y-o-y and is expected to double its market size to Rs 3,800 crore from the current size of Rs. 1,900 crore by FY2013-14. Traditionally, the fruit juice market is more acceptable in Northern and Western Indian markets, due to climatic conditions prevailing compared to the rest of the country. Industry Characteristics

6. Different category of Juices – Although many fruit based beverages proclaim to be fruit juices but only the ones with fruit pulp content greater than 85% (ideally 100%) are technically classified as ‘fruit juices’. The remaining fall in the category of either fruit nectar or fruit based-drinks depending upon pulp content as illustrated in the chart below.

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Source: CARE Research

7. Perpetual marketing and promotion- As fruit juices does not fall into the basic food criteria in India, it

needs constant marketing push through advertisement, promotional campaigns and nouveau packaging techniques. It is imperative for the producers to keep the end-consumers engaged in their products by introducing new flavours and differentiate themselves from the competition. They have to target consumers by offering single-serve multipack formats for lunchboxes or products more specifically tailored for health benefits. (like detoxification effects and presence of antioxidant agents).There are instances when consumer targeting is even more specific based on different occasions and locations. Success of a new product relies a lot on the message communicated by packaging as it is the first point of contact between the consumer and the company.

8. Pricing – It can be make or break situation for any fruit juice producer in the country if they fall short or exceed the average price range. India being a price sensitive market, pricing is of primary importance for any producer as they have to balance a very thin line while simultaneously maintaining their margins. Pricing below par is perceived of lacking quality while above par pricing makes it beyond the range of the masses. It can safely assume that market for premium and super premium fruit juices in the country which is primarily imported is very limited, if any mainly because of pricing.

9. Number of Substitutes – The list of substitutes and alternate beverages to fruit juices market is endless. From milk based products to carbonated cola drinks backed by their inspirational advertisements, the fresh fruit juice lacks the marketing punch so successfully managed by their counterparts in the beverage industry. There is direct competition from the traditional tea, coffee, lime & lemonade, mineral water and coconut water market which is largely from the huge unorganized parallel industry run by local juice and tea street vendor. So apart from competition from within the industry players, the fruit juice companies have to battle it out with the number of other substitutes and the unorganized market for the huge ‘throat war’ or ‘sip war’.

10. Distribution Networks – For any FMCG or food company distribution network is the key for a greater

market share. Not only does a better distribution channel increases the product reach to masses but it also boosts brand awareness in the most rural areas. Companies spend a large portion of their budget on maintaining and expanding their distribution networks. New entrants who wish to launch their products at national level need to invest huge sums of money on establishing a sound distribution system where the product reaches the market from farm gate to food plate with minimum spoilage.

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SWOT Analysis (Packaged Fruit Juice Industry)

Source: CARE Research Growth Drivers Growth in Rural and Urban consumption: Rural area (constituting 70% of India’s population) will continue to grow faster on back of economic stimulus package, rising rural income and government spending on rural infrastructure which will improve the supply chain. With increase product penetration at rural level it is believed that demand scenario for fruit juices to improve in small cities and towns where people will be willing to experiment with new products. At present, urban India accounts for approximately 67% of total FMCG consumption while rural India accounts for the remaining 33%. As a result, demand from urban areas would be the key growth driver over the long term based on changing lifestyle which is in tune with their counterparts in developed countries where fruit juice consumption is high. Higher disposable income: One of the single biggest factors that can positively influence fruit juice consumption is personal disposable income which has been growing at a CAGR of 13.2% in the last 3 years. As per the trend seen in developed markets, higher disposable income is an indication of higher per capita juice consumption. Changing lifestyles and increased consumption in a rapidly growing economy has led to a greater need for a healthy lifestyle in India's cities which should lead to increased packaged fruit juice consumption. In sum, it is believed that higher disposable income in India backed by

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its growing young & earning population is expected to favour the consistent growth for the fruit juice industry. Personal Disposable Income per capita (current prices)

(Amount in Rupees)

Source: CMIE and CARE Research

Retail growth: India’s retailing is far from maturing with huge growth potential and will be crucial for the growth of fruit juice market. With increased consumer demand and higher disposable income, the retail industry in India is growing at 20-22% y-o-y and is expected to reach US$500 bn by FY2011 from the current size of US$420 bn. Organized retail will increase to 6.8% of the entire retail market and is expected to reach US$35 billion during the same period. According to industry experts, the next phase of growth is expected to come from rural markets. The government allows 100% FDI only in cash and carry wholesale format and 51% in single-brand retailing. It is believed that opening up the sector by allowing 51% or more FDI in multi-brand retailing will increase competition and will be beneficial for consumers in general leading to higher FMCG and food related spending. Private Sector Spending & Investment: The cumulative FDI received by the packaged food processing industry from April 2000-August 2009 stood at US$878.32 million. According to the Union Minister for Food Processing Industries, the central government is envisaging an investment of US$21.50 billion in the food processing industry over the next five years, a major chunk of which is planned to attract from the private sector and financial institutions. Food processing industries have been put in the list of priority sectors for bank lending while fruit and vegetable processing units have been completely exempted from central excise duty. PepsiCo India is estimated to invest approximately US$152.30 million to set up 4 new food and beverages projects by end-2012. These investments signal growing confidence among market players in the growth potential in India’s packaged food and beverage industry. Increase in Hotels & Foreign tourists: Major investments are expected in the hospitality industry to meet short-fall in hotel rooms to service increasing domestic and foreign tourists arrivals (FTA) y-o-y. The number of hotel rooms are set to increase from 48,475 rooms in 2008-09 to 94,115 rooms in 2013-14 to meet the demand while the Ministry of Tourism, reported FTAs during January 2010 were 491,000 as compared to 422,000 in January 2009, an increase of 16.4%. It is expected that the boost in hospitality and tourism sector to be beneficial for packaged fruit juice industry as people will be more comfortable ordering high quality and aseptic packed products. Competition and major players The packaged fruit juice industry is highly competitive given the number of big and small players in the organized sector coupled with the highly fragmented unorganized sector. The Herfindahl Index of concentration for India’s fruit juice industry in FY2009 was 0.254 and has improved greatly from 0.073 in FY2002. Moreover, the list of alternate beverages and substitutes for fruit juices is endless as explained above. In terms of market leadership, PepsiCo’s Tropicana and Dabur’s Réal fruit juices contribute approximately 80% of the organized branded fruit juice market in India. The relatively recent major entry in this market is Coca Cola’s Minute Maid which is trying to gain market share. Given the huge growth potential in Indian market we believe there’s enough room for more players and gain sizeable market share if they get their strategy right.

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Major players for fruit beverages in India

Company Brand Flavours

Dabur India Ltd. Real Mango, Sweet Lime, Guava, Litchi, Pomegranate, Tomato, Cranberry, Peach, Blackcurrant & Grape, Orange, Pineapple, Apple and Mixed Fruit.

Real Active Orange, Apple, Orange-Carrot, Mixed Fruit Beetroot Carrot and Mixed Fruit Spinach Cucumber.

Real Burst Mixed Fruit, Orange, Apple, Mango

Parle Agro Frooti Mango

Appy Apple Classic, Appy Fizz and Grappo Fizz

LMN Lemonade

Saint Orange, Mango and Grapes

PepsiCo India Slice Mango

Tropicana Orange, Apple, Pineapple, Guava, Mixed Fruit, Mango, Litchi, Tomato

Tropicana 100%

Orange, Apple, Grapes, Mixed Fruit

Tropicana Twister

Orange Thrill & Apple Burst

7Up Nimbooz

Lemonade

Coca-Cola India Mazaa Mango

Minute Maid Pulpy Orange and Nimbu Fresh (Lemonade)

Tunip Agro Ltd. Onjus Orange, Apple, Mango, Punch, Guava

Godrej Hershey Ltd. Jumpin

Xs

Mango, Pineapple, Apple and Mixed Fruit

Orange, Mango, Litchi and Pineapple Source: CARE Research

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Government Regulations and Policies Overall, there are 10 Acts of legislation which regulate the food industry in India of which a majority are voluntary. The most relevant of the food laws that are applicable for the fruit processing industry along with their respective implementing agencies are outlined in the table below:

The fruit and vegetable sector in India is regulated by FPO and is administered by Ministry of Food Processing Industries. The FPO contains all specifications and quality control requirements on the production and marketing of processed fruit and vegetables. All such processing units are required to obtain a license under the FPO and periodic inspections are carried out. Processed fruits and vegetables products manufactured or imported in the country must meet the minimum FPO standards. The Act gives guidelines of various aspect of fruit process like minimum fill, nutritive sweeteners, general quality requirements and labeling requirement. The basic statute of PFA Act, 1954 protects Indian consumers against impure, unsafe and fraudulently labeled foods. The PFA standards and regulations apply equally to all domestic and imported products and cover various aspects of food processing and distribution. These include food colour, preservatives, pesticide residues, packaging and labeling and regulation of sales. The PFA focuses primarily on the establishment of regulatory standards for primary food products, which constitute the bulk of the Indian diet. At times the PFA appears to be drafted in a manner that goes beyond the mere establishment of minimum product quality specifications, by prescribing recipes for how food products are to be manufactured. Standards for weights and measures are administered by the Ministry of Consumer Affairs, Food and Public Distribution under the Standards of Weights and Measures Act, 1976 and related rules and notifications. All weights or measures must be recorded in metric units and certain commodities can only be packed in specified quantities (weight, measure or number). At the time of food importation, products are required to have a valid shelf life or residual shelf life, of not less than 60% of their original shelf life. Some of the important policy support that the ministry of food processing has taken for fruit processing industry is as follows: • Formulation of the National Food Processing Policy • Declared as priority sector for lending in 1999 • 100% FDI on automatic route • Excise duty waived on fruits and vegetables processing from 2000/01

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• Income tax holiday for fruits and vegetables processing from 2004/05 • Customs duty reduced on freezer van from 20% to 10% from 2005/06 • Implementation of Fruit Products Order Custom Duty on importing fruits according to Chapter 8 of Customs Tariff 2009/10

Source: Central Board of Excise and Customs and CARE Research Production share of major fruits in India (2008-09)

Source: National Horticulture Board, India; CARE Research

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Major Fruit Producing Countries in the World (2008-09)

Source: Food and Agriculture Organization – 10.02.2010, except for India data (Indian Horticulture Database 2009) Outlook Going forward, there are several factors that offer great potential which can lead to increased demand for fruit juice in India. The growth of fruit juices in India is expected to be significant with higher disposable income, urbanization (changing lifestyles), progress in infrastructure for cold chain supply and the convenience of hygienically packaged food items. Consumers are getting more health conscious and there is a wellness trend where consumers are seen migrating from carbonated drinks to fruit juices and nectars which are relatively low in sugar content. Emerging markets should offer long term growth opportunities given the fact that they are trailing behind developed markets in terms of packaged fruit juice consumption level. India being a hot tropical country there always exists demand for beverages and over the years there has been a steady increase in capacity, production and capacity utilization in the fruit juice industry. In 2009, there was an increase in average price per unit because of high food inflation, but despite the recession & increased prices, many beverage companies reported high growth rate of 20-30% which shows the resilience of the Indian markets. In India, there is a growing trend among young population to mix white spirits with various types of fruit juices for preparing cocktails in restaurants and during public or private parties. The women population in India also prefers white spirits over other liquors. The high growth rate in white spirit segment in India is expected to push demand for fruit juices across various hotel chains, pubs, bars and restaurants. Several factors such as consistency in quality and taste, year-round availability and hygienically packed fruit juices are proving to be successful in increased acceptance of fruit juices in the country. Moreover, we expect that with increased organized retailing and consumerism in the country

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there will be higher visibility for packaged fruit juices on shelves of various supermarkets chains which should lead to higher sales given its convenience and handling factor. The export market for Indian made juices and processed fruit which has been growing at a CAGR of 26.2% in the last 5 years to Rs 1,098.52 crore in FY08-09 to grow at current levels. The Indian fruit juice industry is growing at a robust rate of 19% y-o-y and is expected to double its market size to Rs. 3,800 crore from the current size of Rs. 1,900 crore by FY2013-14. For many companies, India has been approved as a major sourcing base for mango pulp and other exotic fruits for their international markets like South East Asia and Middle East where consumer preference is similar to India.

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BUSINESS OVERVIEW

Overview: Tunip was originally incorporated as “Tunip Agro Private Limited” on September 03, 2004 with Registrar of Companies Maharashtra, Mumbai. The company was later converted into a Public Limited Company from January 29, 2008 and fresh certificate of incorporation was received. Subsequently the name of the Company was changed to “Tunip Agro Ltd.” The Company is engaged in the business of production and marketing of fruit juices and other fruit- based beverages under the brand name of “ONJUS”. The Company has consciously invested in creating market for fruit juices and has successfully established the brand “ONJUS” in the market. The Company has 3 warehouses at Mumbai, Delhi and Kerala, & 16 super stockist in different parts of India such as Bangalore, Ahmedabad, Bhopal, Chennai, Rajahmundry, Lucknow, Kolkata, Bareilly, Haldwani, Dehradun, Ludhiana, Parwanoo, Jammu, Patna, Srinagar and Hyderabad. In order to meet growing demand and penetrate further into the market Tunip has decided to set up its own manufacturing facility in Sri Lanka. The Company has identified two probable locations for the proposed project in one of the Export Processing Zone (EPZ) of Sri Lanka namely Katunayake and Biyagama which are within 30 kms. from Colombo city. Tunip has identified its target market as Young Urban Professionals who are highly educated and in economically sound position and in the age group of early twenties to mid thirties. Increasing awareness of health and hygiene consciousness among people and higher disposable income of middle class in India has resulted in higher consumption of branded fruit juices. Packed fruit juices come under the category of convenient foods where no tedious preparation is involved & are in much demand by the working class. Earlier the Company used to get its products manufactured from the manufacturing facilities of Schreiber Dynamix Dairies Ltd. The Company along with Lanka Milk Foods (CWE) PLC (LMF) has formed a Joint Venture called “Indo- Lanka Exports (Pvt.) Ltd.” Presently the products for the company are manufactured through this joint venture by utilizing the manufacturing facilities of Lanka Milk Foods. The main terms and conditions of the Joint Venture are given on page 76 of this DRHP. During the Financial year 2008-09 Tunip Exports Pvt. Ltd. (TEPL) and Pyramid Infoway Pvt. Ltd. (PIPL), the two companies who owned the brand “Onjus” were merged with Tunip thereby the ownership of the ONJUS brand was passed over to Tunip. For the details of merger please refer to page 68 of this DRHP. Products: Juice is the liquid naturally contained in fruit or vegetable tissue. Juice is prepared by mechanically squeezing fresh fruits or vegetables. Juice may be prepared at home from fresh fruits and vegetables using variety of hand or electric juicers. Many commercial juices are filtered to remove fiber or pulp, but high-pulp fresh orange juice is a very popular beverage. Juice may be marketed in concentrate form, sometimes frozen, requiring the user to add water to reconstitute the liquid back to its “original state.” For more convenient consumption and widespread availability juices are reconstituted from fruit concentrate before packaging for retail sale. Common methods for preservation and processing of fruit juices include canning, pasteurization, freezing, evaporation and spray dying.

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The products of Tunip are classified in Juices and nectars. The category wise details of each product are given as under. JUICE: It entirely consists of 'liquid fruit'. It contains neither colorings nor preservatives. It is made from fruit juice concentrate. Direct juice is filtered as it is obtained from the fruit and bottled or stored for later bottling. In order to obtain concentrated fruit juice, in the country of origin, water is extracted from the fruit to maintain the quality and prolong shelf life of the juice and reduce the transport and storage costs. In the country of destination, the juice is restored to its original properties by adding water up to the original juice strength. This category of fruit based beverage contains 100% fruit pulp. Tunip offers Onjus Orange, Onjus Orange Gold, Onjus Apple and Onjus Punch in this category. ONJUS Orange

ONJUS Orange Juice was the first product the company launched in the year November 2004. It is their most successful and highest selling product with 30% contribution towards the total turnover. Though oranges are grown in India it is not possible to extract juice from them and pack them as they are high in limonene content which gives the juice sour taste after processing. Hence Tunip imports oranges from Brazil and Spain.

The company’s R&D department has worked very closely with their suppliers like Louis Dryfus and Tetra Pak etc in order to ensure the right taste and quality of the juice. The Company has tailored this product to meet the requirements of the Indian consumer by adding just right quantity of sugar, but at the same time maintaining a sour tinge that natural oranges have. The following are the nutritional values of the Onjus Orange.

ONJUS ORANGE GOLD

Keeping in mind the increasing health consciousness among people the Company launched its second product as ONJUS Orange Gold in the year January 2005, which is a 100% natural juice made solely from oranges without the addition of any sugar, color or preservatives.

Nutritional Values* Per 100 ml Energy (Kcal) 60.00 Fat (g) 0.10 Protein (g) 0.50 Carbohydrate (g) 14.50 - Sugar (Sucrose) (g) 5.50 *Approximate values

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The nutritional values of Onjus Orange Gold are as follows:

ONJUS APPLE

ONJUS Apple Juice is a 100% natural juice made from ripped, juicy apples without the addition of any sugar, color or preservatives & was launched in the year May 2008. Apple juice serves as an immediate source of energy because of sugar that the fruit carries. The Apples are imported from Poland, Turkey and China.

The Nutritional values of Onjus Apple are as follows:

Nutritional Values* Per 100 ml Energy (Kcal) 50.00 Fat (g) 0.00 Protein (g) 0.10 Carbohydrate (g) 12.20 Sugar (Sucrose) (g) 0.00 *Approximate values

ONJUS PUNCH

ONJUS Punch, a mixed fruit juice was launched in the year October 2005, is a blend of Apple, Passion Fruit, Kiwi, Black Currant, Mango, Orange, Banana, Pineapple and Lemon Juices. It is one of the company’s fastest selling products of the Company.

The Nutritional values of Onjus Punch are as follows:

Nutritional Values* Per 100 ml Energy (Kcal) 63.00 Fat (g) 0.00 Protein (g) 0.10 Carbohydrate (g) 15.60 Sugar (Sucrose) (g) 3.60 *Approximate values

Nutritional Values* Per 100 ml

Energy (Kcal) 45.00 Fat (g) 0.10 Protein (g) 0.50 Carbohydrate (g) 10.60 - Sugar (Sucrose) (g) 02.00 *Approximate values

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NECTARS: It is primarily made from those types of fruit which contain particularly large or small amounts of fruit acid or a great deal of fruit pulp and are highly aromatic by nature. Such fruits must first be made potable with water and sugar. Nectar similarly contains neither coloring agents nor preservatives. Depending on the type of fruit concerned, nectar must contain between 25 percent and 50 percent fruit. Tunip offers two types of nectars namely Onjus Mango and Onjus Guava. ONJUS MANGO

ONJUS Mango is one of two nectars in the ONJUS family. It was launched in the year March 2007. It is made from a blend of Alphonso and Totapuri Mangoes. The mango pulp is bought from Andhra Pradesh and Konkan region of Maharashtra in India. The perfect blend of both has given this product a signature tangy taste that fresh mangoes have.

The Nutritional values of Onjus Mango are as follows:

Nutritional Values* Per 100 ml Energy (Kcal) 60.00 Fat (g) 0.00 Protein (g) 0.20 Carbohydrate (g) 14.70 Sugar (Sucrose) (g) 12.00 *Approximate values

ONJUS GUAVA

ONJUS Guava Nectar is an excellent beverage which makes a very tasty and nutritious drink was launched in the year April 2008. The guavas are bought from places such as Maharashtra and Uttar Pradesh.

The nutritional values of Onjus Guava are as follows:

Nutritional Values* Per 100 ml Energy (Kcal) 76.00 Fat (g) 0.00 Protein (g) 0.30 Carbohydrate (g) 18.7 Sugar (Sucrose) (g) 12.20 *Approximate values

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Competitive Strengths Target Market: Tunip has identified two target markets namely young urban professionals in the age group of 22 and above and children between the ages of 3 and 12. The Company also proposes to target institutional clients like hotels, restaurants and night clubs, country clubs and airlines. Selling and Distribution Network: The Company has an efficient sales team that ensures nationwide distribution of the “ONJUS” brand. The products of the Company are available in all the reputed chain of supermarkets and also at the small general and provisional stores. Pricing and Product specification: ONJUS products are available in the market at 1000 ml tetra paks. ONJUS 1 liter pack is priced at Rs.100 per liter. The company plans to penetrate the market and increase the market share by offering consumer schemes like ‘Buy 1 Get 1 Free’ or ‘Buy 2 Get 1 Free.’ These schemes are devised to increase the volumes of sales of the company. Research and Development: The Company intends to invest in R&D activities. The R& D team of the Company is responsible for the development of new flavours and blends which will fit to the taste of customers at large. The company’s goal is to produce juices and beverages that are as close to fresh fruit as possible. The proposed R & D center at the factory will comprise of a state-of-the-art laboratory and a 500-liter per hour pilot plant. The company will leverage this R & D center to provide its consumers the best quality product at an affordable price. Quality Control: From the very beginning Tunip has focused heavily on the quality of its products. The Company has always tied with well-respected names in the industry, such as Godrej Industries Limited, and Schreiber Dynamix Dairies Limited for its manufacturing facilities and has ensured the highest quality of its products. After moving to Sri Lanka, the company has tied-up with Lanka Milk Foods (LMF). LMF is the largest dairy in Sri Lanka which has high quality control checks. Besides this the Company has its own quality control executives at the manufacturing facility to oversee the quality of the materials produced. They make sure that all process parameters are followed during production. Business Strategy: The strategy of the Company is to continue to drive profitable growth by pursuing the core values namely delivering superior juice quality; reasonable price, better distribution etc. The Company believes that these are the key drivers for its differentiated proposition to the customers. In order to achieve its aim, the Company intends to follow the key business strategies described below: Setting up own manufacturing facilities: In order to meet growing demand and to increase the market share the Company has decided to set up its own manufacturing facilities in one of the EPZs in Sri Lanka. The proposed sites, Katunayaka and Biyagama are located near Colombo city. The location has cost effective advantages which will increase the profitability of the Company in the future. Increasing retail presence in India: Over the past five years the company has setup a strong distribution infrastructure that can scale up to meet the increasing demand of its product. To make sure that its product is available at all venues where juice is consumed it has two distribution channels (traditional retail and organized retail) and plans to setup a third channel for institutions. The institutions channel will target, hotels, restaurants, clubs, etc. New Product Development: As mentioned earlier, the company aims to provide juices and beverages that taste as close as possible to the fresh fruit. The company plans to setup a Research and Development center, which will help the Company in coming up with new innovative flavors and tastes to suit the customers.

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Tunip Agro Limited

Enhance recognition of the brand “ONJUS” in India: The ONJUS is one of the most selling juice brand in India has very high brand recall value. The Company plans to use advertising and marketing as a support to its sales and distribution network. The Company has entered into an Agreement with BETL for advertisement of the ONJUS products which will enable the Company to use different print and non- print media associated with Bennett Coleman Co. Ltd. (BCCL) and group for creating brand awareness among end consumers. Introducing products in the Global Market: Once the company strengthens its distribution network in India and meets the consumer demand, it plans to use Sri Lanka as a manufacturing hub and tap the local Sri Lankan market as well as other Southeast Asian market. The strategic location of Sri Lanka will help the company become a global brand for packaged juices and beverages. Collaborations in marketing set up The Company has not entered into any collaboration for marketing its products. Approach to Marketing and Proposed Marketing set up The Company’s marketing strategy is to cater to the masses. The Indian retail market is divided in three main segments: Modern (organized) trade, traditional retail trade, and institutional trade. Modern (organized) trade: Since the advent of modern retail a considerable contribution of sales in the juices industry is from the organized retail sector. These retail chains comprise of Aditya Birla Retail Limited, Spencer’s Retail Limited, Reliance Retail Limited, Bharti Wal-Mart, Pantaloon Retail India Limited, Vishal Retail Limited, Food World Supermarket Limited, Express Retail Private Limited, Wadhawan Retail Limited, Home Store India Limited, Food Express retail limited, Hypercity Retail India Limited, etc. The Company’s products are widely distributed & sold in these retail outlets. Traditional Retail trade: The traditional retail consists of standalone supermarkets, provisional and general stores. Even though the number of street vendors is higher in the supermarkets and hypermarkets, the sale of branded juices is increasing day by day. The Company has explored this market effectively through the sales force, C&F Agents and super stockist appointed all over India. Institutional trade: The last but equally important sector in the customer base is the institutional trade. This consists of sales to hotels, restaurants, bars, nightclubs, catering services, airlines, railways, education campuses, business parks, etc. The Company proposes to target this market in the near future by increasing the supply of products through setting up manufacturing plant and appointing highly efficient sales team specifically catering to institutional trade. The company has definite strategy which is implemented to target the mainstream retail market. This is targeted through a distribution network of local distributors. Below is a step-by-step marketing strategy that is proposed to be adopted by the Company for entering untapped towns or cities: 1. Appointment of Regional Sales Manager (RSM), Area Sales Managers (ASM), sales officers (SO) and

Clearing and Forwarding agents (CFA) 2. Distributor and outlet listing

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Tunip Agro Limited

3. Distributor appointment 4. Territory Planning with distributors 5. The complete sales staff (RSM, ASM, ASE and SO) along with distributor cover each route within a

territory placing the products 6. Area specific promotional campaign to create and increase consumer awareness To ensure the best service to the retail trade at a national level, the company has devised nationwide criteria for distributor appointment. The distributors are appointed based on the market potential: which is divided into High, Medium and Low potential market. High potential markets are serviced on a weekly basis. Medium and low potential markets are serviced fortnightly and monthly basis respectively. A distributor can service up to 40 outlets per day and usually have 600 outlets in their territory. Based on the above the Company determines the number of distributors to be appointed in a town. Juice Manufacturing Process: A wide range of drinks can be made using extracted fruit juice or fruit pulp as the base material. Many juices are drunk as a pure juice without the addition of any other ingredients, but some are diluted with sugar syrup. The types of drink made from fruit can be separated into two basic types; - Those that are drunk straight after opening - Those that are stored for multiple use. For all the fruit based beverages, the first stage is the extraction of juice or pulp from the fruit. The following are the key manufacturing stages:

• Blending of Fruit Juice Concentrate in De-mineralized water with ingredients and sugar syrup:

The concentrate is imported at -20 degree Celsius. Before the manufacturing process begins, this fruit juice concentrate is kept out for thawing and kept at 7 degree Celsius for 12 hours. After 12 hours this juice concentrate is taken for blending. Before adding the juice concentrate in the blending tank, all the quality parameters are checked whether it is matching with the raw material specifications standardized by the company. After putting in the blending tank, the de-mineralized water at plus two degree Celsius temperature is added in the concentrate till it achieves the specification of the finished juice. If the juice is with added sugar, then the sugar syrup is also added during this process. The stirrer is kept in the insulated blending with a high-speed agitator and after 20 minutes, the parameter of this liquid is checked with the finished goods specification. If needed, minor corrections are done at this time. From here the product goes to de-aerator.

• Deaeration:

During preparation of juice with high-speed agitator, some air is mixed with the blend (juice). To remove this air from the juice, this process is done where the air is vacuumed and the same air is passed through a condensation process and re-blended in the juice. After this the blend goes to the homogenizer.

Blending of fruit

concentrate, DM water, Ingredient

solution and sugar syrup

Dearation of the blended concentrate

Homogenizing at 200 bar

Sterilization of the juice based on variant

Tetra packing the juice

Packing in Trays and

Shrink wrapping

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Tunip Agro Limited

• Homogenization: The blend of juice is homogenized at high bar pressure to avoid separation of water or sedimentation.

• Sterilization:

Here the product is taken for high temperature for 4 – 30 seconds and then cooled down to 25 degree Celsius and sent to the packaging machine.

• Packaging :

Packaging machine is form-filled machine and works on volume. Here the juice is packed in Tetra Pak. If it is a home consumption pack, then it goes directly to the carton pack. If it is a portion pack then it goes to the straw applicator first, followed by the carton packer. After the carton packer it goes through shrink film and then palletized.

• During the process of packaging every hour one sample of Tetra Pak is drawn for sterility check and

for checking the seal of the pack. For sterility check, the pack is kept for three days in incubation and if found ok, then the product is cleared for dispatch. Every hour one sample is also drawn to check the specifications to match with the standardized finished goods specifications.

Any fruit can be used to make fruit juice, but the most common ones include pineapple, orange, grapefruit, mango and passion fruit. Some juices, such as guava juice, are not filtered after extraction and are sold as fruit nectars. The company intends to buy readymade fruit juice concentrate or pulp from the reputed manufacturer or suppliers and further process it in Juice, Nectar or Snapple and shall pack it in Tetra pak or Bottles and market the same under the brand name of “ONJUS”. Supply Chain: Currently the Company purchases fruit juice concentrate (raw material) from the various parts of the world and packing materials from the Tetra Pak, India and imports the same at the Colombo port, from the port raw material is transported to the factory of Lanka Milk foods situated close to Colombo city for processing and then it is converted in to the finished product and exported to India for distribution and transported to various depots across the country and to local Clearing and Forwarding Agents, who in turn distribute the products to the retails outlet and institutional customers for end consumption.

The Company has 3 registered Clearing & Forwarding agents and 16 super stockist at various locations across India for distribution of its products.

Raw Materials imported at Colombo Port

Transit from Port to Factory

Raw Materials are converted to Finished Goods

Finished goods are imported at various Ports in India

Distributed to various depots

Consumer

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ONJUS Presence: Currently ONJUS is available in over 33 towns in the country and in future company is planning to expand the same with expanding of the network of the company. The zone wise division wherein the products of the Company are available is as follows: North Zone: Delhi, Gurgaon, Noida, Ghaziabad, Panchkula, Mohali, Jalandhar, Ludhiana, Amritsar, Chandigarh, Kanpur, Lucknow, Dehradun, Jaipur, Jodhpur West Zone: Mumbai, Pune, Baroda, Ahmedabad, Rajkot, Surat, Goa South Zone: Hyderabad, Vijaywada, Vizag, Bangalore, Mysore, Chennai, Coimbatore, Madurai, Cochin East Zone: Kolkata, Patna Composition of market share is as follows:

44%

25%

28%

3%

1/4/09 to 31/3/10 North

West

South

East Capacity Presently the does not have its own manufacturing facilities. The Company proposes to set up its own manufacturing facilities at one of the EPZs of Sri Lanka with installed capacity of 39,312 kilo liters of fruit juice divided into 30,888 kilo liters for 1 liter pack & 8,424 kilo liter for 200ml pack. Raw Materials The main raw materials used for the production of fruit juices are fruit concentrates, sugar, etc. These raw materials are imported from various countries such as Brazil, China, Turkey, Poland, Israel, etc. Competition The competitors of the Company in the domestic market are from other well established brands such as Tropicana, Real, Parle Agro, Balan Foods, Fresh Gold, etc. The Company also faces competition from unorganized sector like street vendors etc. Export obligations Tunip does not have any export obligation.

 

36%

35%

24% 5%

1/4/08 to 31/3/09

North

West South East

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Company Trade Mark Registration: The Company had made applications for registration of its brand name and logo under the Trade Marks Act, 1999. In addition, the Company had also made applications for transfer of Trade Marks registered in the names of Pyramid Infoway Pvt. Ltd. and Tunip Exports Pvt. Ltd. (formerly known as Dharma Saastha Consultants & Exports Pvt. Ltd.), which are to be transferred in the name of the Company, pursuant to the order of amalgamation of Pyramid Infoway Pvt. Ltd. and Tunip Exports Pvt. Ltd. with the Company.

Sl No.

Name of Trade Mark

Application/ Registration No.

Class Date of Application

Date of registration

1. Onjus @ 1123045 32 31/07/2002 06.08.2004 2. Onjus # 1170479 29 30/01/2003 12.05.2005 3. Onjus # 1170480 30

30/01/2003 09.01.2006

4. Onjus # 1170481 31 30/01/2003 18.05.2005 5. Onjus # 1170482 32 30/01/2003 07.05.2005 6. Onjus Thandai @ 1644098 32 22/01/2008 Pending 7. Onjus Thandai @ 1688447 32 16/05/2008 Pending 8. Onjus Shikanji 1818679 32 15/05/2009 Pending

@ Presently registered in the name of Pyramid Infoway Private Ltd. # Presently registered in the name of Dharma Sastha Consultants and Exports Pvt. Ltd. (later

known as Tunip Exports Pvt. Ltd.) In addition to the above, the Company has made an application for registration of the artistic work of the word “ONJUS” under the Copyright Act on September 22, 2009 with application no. 24659. The application is pending with the Trademark Registry. Quality Certification Like any company selling packaged food products in India, Tunip needs to adhere to the guidelines put forth by the Prevention of Food Adulteration Act (PFA Act). The labeling on the pack is based on the guidelines mentioned by the PFA Act. To make sure the company is kept up-to-date with the guidelines of the PFA, it has hired a PFA consultant and sends its quality control executives for workshops to keep themselves updated on the regulations on regular basis. Utilities Presently the Company does not have its own manufacturing facility and same is outsourced from Lanka Milk Foods, Sri Lanka through its Joint Venture agreement dated April 01, 2010. Power – The power requirement of Tunip in the proposed project will be around 9000 Kw per day and the same will be sourced from Government of Sri Lanka. Water – The Company will require ample water supply in the form of hot and cold water for processing, and drinking purpose. The requirement of water is estimated at around 75000 liters/hour. The water will be supplied by Sri Lanka Government at the proposed plant.

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Tunip Agro Limited

Manpower Presently the Company has manpower strength of 88 employees, the breakup of which is as follows:

Sr. no

Category No. of employees

1. General Manager 1 2. Sales Managers 20 3. Other Sales Personnel 56 4. Others 11 Total 88

The Company proposes to add the following staff after expansion and shall take the necessary steps for recruitment of additional manpower shortly:

Sr. no

Category No. of employees

1. Top Level 8 2. Middle Level 66 3. Operational Level 63 4. Labour 60 Total 197

Training On appointment, the candidates undergo on-the-job training. For sales personnel, the Company conducts training in its office. During the training period they are briefed on the different products which the company offers, the overall market/ industry in which the company operates. They are briefed on the reporting systems i.e. their daily, weekly, monthly and quarterly reports. After completion of the training in the office, they undergo training in the market with the concerned area manager. Once this is complete, they independently work in the market. The company also conducts monthly and quarterly training sessions. These sessions are held at regional levels. This acts as a refreshing course for all sales personnel. The company holds a national sales conference once in a year where the sales teams of all the regions meet. This helps the employees to interact with other regional employees. Plant & Machinery Presently the Company does not own any plant and machinery. Properties

Location Title Name of the Vendor

Area (Square

feet)

Date of Agreement/ Sale Deed

Rent (Rs. in lacs)

Agreement Valid till

Registered office 116, Commerce House, 140 Nagindas Master Road, Mumbai 400 023

Leased Mr. Paresh Choksey & Ms. Anuj Choksey

290 November 01, 2008

0.45 p.m.

October 31, 2010

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Tunip Agro Limited

REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the central / state governments that are applicable to our Company in India. The information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below are not exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional legal advice. The Companies Act, 1956 The Act deals with laws relating to companies and certain other associations. It was enacted by the parliament in 1956. The Companies Act primarily regulates the formation, financing, functioning and winding up of companies. The Act prescribes regulatory mechanism regarding all relevant aspects including organizational, financial and managerial aspects of companies. Regulation of the financial and management aspects constitutes the main focus of the Act. In the functioning of the corporate sector, although freedom of companies is important, protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act plays the balancing role between these two competing factors, namely, management autonomy and investor protection. The Prevention of Food Adulteration Act, 1954 & Rules, 1955 This act is the basic statute intended to protect the common consumer against supply of adulterated food and specifies different standards on various articles of food. The standards are of minimum quality level intended for ensuring safety in the consumption of these food items and for safeguarding against harmful impurities, adulteration etc. Provisions of the Act are mandatory and contravention of the Rules can lead to both fine and imprisonment. The standards of quality of various food articles have been specified in Appendix B to the Prevention of Food Adulteration Rules, 1955. Manufacture, sale, stocking, distribution or exhibition for sale of any article of food, including prepared food or ready to serve food, cannot be done by any person except under a license. Registrations under the applicable Shops & Commercial Establishments Acts of the respective States in which the Company has an established place of business/ office ("Shops Act") The Shops Act provides for the regulation of conditions of work in shops, commercial establishments, restaurants, theatres and other establishments. The Act is enforced by the Chief Inspector of Shops (CIS) and various inspectors under the supervision and control of Deputy/Assistant Labour Commissioners of the concerned District, who in turn functions under the supervision of Labour Commissioner. Trade Marks Act, 1999 The Indian law on trademarks is enshrined in the Trade Marks Act, 1999. Under the existing legislation, a trademark is a mark used in relation to goods so as to indicate a connection in the course of trade between the goods and some person having the right as proprietor to use the mark. A ‘mark’ may consist of a word or invented word, signature, device, letter, numeral, brand, heading, label, name written in a particular style and so forth. The trademark once applied for, is advertised in the trademarks journal, oppositions, if any are invited and after satisfactory adjudications of the same, a certificate of registration is issued. The right to use the mark can be exercised either by the registered proprietor or a registered user. The present term of registration of a trademark is ten years, which may be renewed for similar periods on payment of prescribed renewal fee.

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Tunip Agro Limited

Income-tax Act, 1961 The Income Tax Act, 1961 deals with the taxation of individuals, corporates, partnership firms and others. As per the provisions of this Act the rates at which they are required to pay tax is calculated on the income declared by them or assessed by the authorities, after availing the deductions and concessions accorded under the Act. The maintenance of Books of Accounts and relevant supporting documents and registers are mandatory under the Act. Filing of returns of Income is compulsory for all assesses. Service Tax Chapter V of the Finance Act 1994 (as amended), and Chapter V-A of the Finance Act 2003 requires that where provision of certain listed services, whole taxable services exceeds Rs. 10,00,000, a service tax with respect to the same must be paid. Every person who is liable to pay service tax must register himself for the same. Central Sales Tax Act (CST) The main object of this act is to formulate principles for determining (a) when a sale or purchase takes place in the course of trade or commerce (b) When a sale or purchase takes place outside a State (c) When a sale or purchase takes place in the course of imports into or export from India, to provide for levy, collection and distribution of taxes on sales of goods in the course of trade or commerce, to declare certain goods to be of special importance trade or commerce and specify the restrictions and conditions to which State laws imposing taxes on sale or purchase of such goods of special importance (called as declared goods) shall be subject. CST Act imposes the tax on inter state sales and states the principles and restrictions as per the powers conferred by Constitution. Standards of Weights and Measures Act, 1976 This legislation and the rules made there under apply to any packaged commodity that is sold or distributed. It provides for standardization of packages in specified quantities or numbers in which the manufacturer, packer or distributor shall sell, distribute or deliver some specified commodity to avoid undue proliferation of weights, measures or number in which such commodities may be packed. Any person intending to pre-pack or import any commodity for sale, distribution or delivery has to make an application to the Director of Legal Metrology for registration. Standards of Weights and Measures Enforcement Act, 1985 The Standards of Weights and Measures Enforcement Act, 1985 regulates the classes of weights and measures manufactured, sold, distributed, marketed, transferred, repaired or used and the classes of users of weights and measures. The Act was passed with a view to regulating and modernizing the standards used in India based on the metric system. The units of weight which are sought to be used in day to day trade are required to be periodically inspected and certified by the designated authorities under this act for their accuracy Electricity Act, 2003 The Electricity Act, 2003 has been recently introduced with a view to rationalise electricity tariff, and to bring about transparent policies in the sector. The Act provides for private sector participation in generation, transmission and distribution of electricity, and provides for the corporatisation of the state electricity boards. The related Electricity Regulatory Commissions Act, 1998 has been enacted with a view to confer on these statutory Commissions the responsibility of regulating this sector.

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Tunip Agro Limited

Value Added Tax (“VAT”) VAT is a system of multi-point levy on each of the purchases in the supply chain with the facility of set-off input tax on sales whereby tax is paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. VAT is based on the value addition of goods, and the related VAT liability of the dealer is calculated by deducting input tax credit for tax collected on the sales during a particular period. VAT is a consumption tax applicable to all commercial activities involving the production and distribution of goods and the provisions of services, and each state that has introduced VAT has its own VAT Act, under which, persons liable to pay VAT must register and obtain a registration number from Sales Tax Officer of the respective State. Foreign Trade (Development and Regulation) Act, 1992 This statute seeks to increase foreign trade by regulating the imports and exports to and from India. This legislation read with the Indian Foreign Trade Policy provides that no export or import can be made by a person or company without an importer exporter code number unless such person or company is specifically exempt. 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 and factories. Payment of Wages Act, 1936 ("Wages Act") 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 10,000/-. The 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 this Act and Rules made there under. The Minimum Wages Act, 1948 ("Minimum Wages Act") Minimum Wages Act was enacted to provide for minimum wages in certain employments. Under this Act, the Central and the State Governments are the authorities to stipulate the scheduled employment and to fix minimum wages. The Act contains list of Agricultural and Non Agricultural employment where the prescribed minimum rate of wages is to be paid to the workers. The minimum wages are calculated and fixed based on the basic requirement of food, clothing, housing required by an average Indian adult. Employees (Provident Fund and Miscellaneous Provisions) Act, 1952 The Act is applicable to factories employing more that 20 employees and may also apply to such establishments and industrial undertakings as notified by the Government from time to time. All the establishments under the Act are required to be registered with the Provident Fund Commissioners of the State. Also, in accordance with the provisions of the Act the employers are required to contribute to the Employees' Provident Fund the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to the fund. As per the provision of the Act, employers are to contribute 12% of the basic wages, dearness allowances and remaining allowances (if any) payable for the time being to the employees. A monthly return in Form 12 A is required to be submitted to the commissioner in addition to the maintenance of registers by the employers.

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Payment of Gratuity Act, 1972 A terminal lump sum benefit paid to a worker when he or she leaves employment after having worked for the employer for a prescribed minimum number of years is referred to as "gratuity". The provisions of the Act are applicable to all the factories. The Act provides that within 30 days of opening of the establishment, it has to notify the controlling authority in Form A and thereafter whenever there is any change in the name, address or change in the nature of the business of the establishment a notice in Form B has to be filed with the authority. The Employer is also required to display an abstract of the Act and the rules made there-under in Form U to be affixed at the or near the main entrance. Further, every employer has to obtain insurance for his liability towards gratuity payment to be made under Payment of Gratuity Act 1972, with Life Insurance Corporation or any other approved insurance fund. Payment of Bonus Act, 1965 The Payment of Bonus Act, 1965 is applicable to every establishment employing 20 or more employees. The said Act provides for payment of the minimum bonus to the employees specified under the Act. It further requires the maintenance of certain books and registers such as the register showing computation of the allocable surplus; the register showing the set on & set off of the allocable surplus and register showing the details of the amount of Bonus due to the employees. Further it also require for the submission of Annual Return in the prescribed form (FORM D) to be submitted by the employer within 30 days of payment of the bonus to the Inspector appointed under the Act. Contract Labour (Regulation and Abolition) Act, 1970 The purpose of Contract Labour (Regulation and Abolition) Act 1970, is to regulate the employment and protect the interests of the workers who are hired on the basis of individual contracts in certain establishments. In the event that any activity is outsourced, and is carried out by labourers hired on contractual basis, then compliance with the Contract Labour (Regulation and Abolition) Act, including registration will be necessary and the principal employer will be held liable in the event of default by the contractor to make requisite payments towards provident fund etc. Employment (Standing Orders) Act, 1950 The Industrial 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 Central Government in respect of the establishments for which it is the Appropriate Government) or more workmen are employed. The Act calls for the submission of such conditions of work to the relevant authorities for their approval. The Equal Remuneration Act, 1976 ("Equal Remuneration Act") and Equal Remuneration Rules, 1976 The Constitution of India provides for equal pay for equal work for both men and women. To give effect to this provision, the Equal Remuneration Act, 1976 was implemented. The Act provides that no discrimination shall be shown on the basis of sex for performing similar works and that equal remuneration shall be paid to both men and women when the same work is being done. Employees State Insurance Act, 1948 All the establishments to which the Employees State Insurance (ESI) Act applies are required to be registered under the Act with the Employees State Insurance Corporation. The Act applies to those establishments where 20 or more persons are employed. The Act requires all the employees of the factories and establishments to which the Act applies to be insured in the manner provided under the Act. Further, employer and employees both are required to make contribution to the fund. The return of the contribution made is required to be filed with the ESI department.

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HISTORY AND OTHER CORPORATE MATTERS

Overview:

Tunip was originally incorporated as “Tunip Agro Private Limited” on September 03, 2004 with Registrar of Companies Maharashtra, Mumbai. The company was later converted into a Public Limited Company from January 29, 2008 and fresh certificate of incorporation was received. Subsequently the name of the Company was subsequently changed to “Tunip Agro Ltd.” The Company is engaged in the business of production and marketing of fruit juices and other fruit- based beverages under the brand name ONJUS. The Company has consciously invested in creating market for fruit juices and has established the brand “ONJUS” successfully in the market.

During the Financial year 2008-09 Tunip Exports Pvt. Ltd. (TEPL) and Pyramid Infoway Pvt. Ltd. (PIPL), the two companies who owned the brand “Onjus” were merged with Tunip thereby the ownership of the ONJUS brand was passed over to Tunip.

The following are the details of trademarks which were registered under TEPL and PIPL.

Name of the Company

Trademark Applied

Class Applied

Description Date of Registration

PIPL ONJUS Thandai

29 Preserved, dried and cooked fruits and vegetables including ground almonds, nuts, anchovy, preserved beans, fruit chips, potato chips, frosted/ frozen fruits, fruit preserved in alcohol, fruit pulp, fruit salads, fruit preserved fruit, stewed fruit, fruits (crystallised) and protein for human consumption, jellies, jams, pickles, milk and milk products, edible oils and fats all being goods falling in Class 29

Pending

ONJUS ONJUS Thandai

32 Mineral & Aerated waters & other non- alcoholic drinks, fruit drinks & fruit juices, syrups & other preparations for making beverages

06/08/2004

TEPL ONJUS 29 Preserved, dried and cooked fruits and vegetables including ground almonds, nuts, anchovy, preserved beans, fruit chips, potato chips, frosted/ frozen fruits, fruit preserved in alcohol, fruit pulp, fruit salads, fruit preserved fruit, stewed fruit, fruits (crystallised) and protein for human consumption, jellies, jams, pickles, milk and milk products, edible oils and fats all being goods falling in Class 29

12/05/2005

ONJUS 30 Coffee, tea, sugar, rice, Tropicana, sago, flour and preparations made from cereals, bread, pastry and confectionery, honey, sauces (condiments) & spices falling in class 30

09/01/2006

ONJUS 31 Fresh fruits & vegetables, seeds, natural plants & flowers all being goods falling in class 31.

18/05/2005

ONJUS

32 Mineral & Aerated waters & other non- alcoholic drinks, fruit drinks & fruit juices, syrups & other preparations for making beverages

07/05/2005

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Salient features of the scheme of arrangement The Company had filed a scheme of amalgamation in the High Court of Bombay in order to merge PIPL (hereinafter referred to as “First Transferor Companies”) and TEPL (hereinafter referred to as “Second Transferor Companies”) (hereinafter referred to collectively as “Transferor Companies”)into Tunip (hereinafter referred to as “Transferee Company”). The main terms of the scheme are as follows:

1. All the movable assets of TEPL and PIPL including machinery, investments, furniture and fixtures, cash in hand etc., shall be physically handed over by manual delivery to the Company with the end and intent that the title and property therein shall pass to the Company on such delivery.

2. In respect of the movable assets of TEPL and PIPL other than that specified in 1 above, sundry debtors, loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any, with Government, semi- Government, local and other authorities and bodies, customers, investment in other companies including companies outside India etc., the Company may, at any time after the coming into effect of this scheme, in accordance with the provisions thereof, if so required, under any law or otherwise, give notice in such form as it may fit and proper, to each person, debtor or depositee or the investee as the case may be, that pursuant to the scheme, the said investment, debt, loan, advance or deposit be paid or made good or held on account of the Company as the person entitled hereto the end and intent that the right of TEPL and PIPL to recover and realize all such debts stand transferred and assigned to the Company and appropriate entries should be passed in its books to record the aforesaid change. The registrations in the name of the Transferor Companies, shall, if permitted by law and unless otherwise directed by the Court, without any further act, deed, matter or thing, be transferred in the name of the transferee Company from the effective date.

3. With effect from the Appointment Date, all debts, liabilities, dues, duties and obligations including all income taxes, excise duty, customs duty, sales tax, value added tax, service tax and other Government and Semi- Government liabilities of the Transferor Companies shall pursuant to the applicable provisions of the Act and without any further act or deed be also transferred or be deemed to be transferred to and vest in and be assumed by Transferee Company so as to become as from the Appointed Date i.e. April 01, 2007 the debts, liabilities, duties and obligations of Transferee Companies. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which, such debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this clause.

4. Subject to other provisions contained in the Scheme, all contracts, deeds, bonds, debentures, agreements and other instruments of whatever nature to which any of the Transferor Companies is a party or subsisting or having effect immediately before the Effective Date shall remain in full force and effect against or in favour of the Company, as the case may be and may be enforced as fully and as effectually as if, instead of the Transferor Companies, the Transferor Company had been a party thereto.

5. If any suit, writ petition, appeal, revision or other proceedings of whatever nature (hereinafter called ‘the Proceedings”) by or against the Transferor Companies are pending, the same shall not abate, be discontinued or be in any way prejudicially be affected by reason of the transfer of the undertaking of the Transferor Companies or of anything contained in the Scheme, but the Proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against the Transferor Companies as if the Scheme had not been made. On and from the Effective Date, the Transferee Company

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shall and may initiate any legal proceedings for and on behalf of the Transferor Companies notwithstanding the fact that Transferor Companies have been dissolved without winding up.

6. All the staff, workmen and other employees, if any in the service of the Transferor Companies immediately preceding the date on which the Scheme finally takes effect i.e. The Effective Date shall become the staff, workmen and employees of the Company on the basis as laid down in the Scheme.

7. Upon the Scheme becoming finally effective in consideration of the transfer and vesting of the Undertaking of the First Transferor Company in the Transferee Company in terms of the Scheme, the Transferee Company shall subject to the provisions of the Scheme and without any further application or deed, issue and allot 325 Equity Shares of Rs. 10/- (Rupees Ten only) each, credited as fully paid up in the capital of Transferee Company to all equity shareholders of Pyramid Info Way Pvt. Ltd. whose name appear in the Register of Members, on a date to be fixed by the Board of Transferee Company, for every 1 (one) Equity Shares of the face value of Rs. 10/- each held by the Shareholders of the First Transferor Company.

8. Upon the Scheme becoming finally effective in consideration of the transfer and vesting of the Undertaking of the second Transferor Company in the Transferee Company in terms of the Scheme, the Transferee Company shall subject to the provisions of the Scheme and without any further application or deed, issue and allot 325 Equity Shares of Rs. 10/- (Rupees Ten only) each, credited as fully paid up in the capital of Transferee Company to all equity shareholders of Tunip Exports Pvt. Ltd. whose name appear in the Register of Members, on a date to be fixed by the Board of Transferee Company, for every 1 (one) Equity Shares of the face value of Rs. 10/- each held by the Shareholders of the second Transferor Company.

9. On the Scheme becoming effective, the Transferor Companies shall be dissolved without 0 wound up and without any further act by the Parties.

10. The approval to the Scheme by the requisite majorities of the members and unsecured creditors of the Transferor Companies and of the members and secured and unsecured creditors of the Transferee Company as may be directed by the High Court of Judicature at Bombay on applications made for directions under sections 391 and 394 of the said Act for calling or dispending with meetings and necessary resolutions being passed under the Act for the purpose. Major events in the History of the Company:

Year Event September 2004 Incorporation of the Company. November 2004 Launch of ONJUS Orange

January 2005 Launch of ONJUS Orange Gold October 2005 Launch of ONJUS Punch March 2007 Launch of ONJUS Mango

January 2008 Conversion into Public Limited Company April 2008 Launch of ONJUS Guava May 2008 Launch of ONJUS Apple

October 2008 Hon’ble High Court, Mumbai approved the Scheme of Merger

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Main Objects of the Company: The main objects of the Company are as follows:

A. To carry on all its branches the business of production, manufacture, sale, purchase, processing, refining, packing, deal in, grow, plant, blend, produce, import, export, buy and sell, market and distribute all kinds of agricultural, vegetable and fruit produce, food products, cerel products, beverages, juices, tea, coffee, coco seeds, fruits, vegetables, milk products, poultry, animal husbandry and products thereof, dairy and dairy products, vegetable and edible oils, provisions of all kinds, plantations, natural and synthetic rubber, cattle food, oil extractions, and manufactures, millers, flour milling, cold storage plants and refrigeration equipment and other apparatus for preservation of agricultural and dairy products, poultry products and food stuff and any goods or activity usually dealt in any of the above businesses.

B. To promote, establish, improve, develop, administer, own and run agro- industries, projects or enterprises or programs for manufacture or production of plant, machinery, implements, accessories, tools materials, substances, goods or things of any descriptions, which in the opinion of the Company, will help the growth and modernization of agricultural, horticulture, forestry, pisciculture, sericulture, apiculture, poultry farming and animal husbandry.

C. To promote, establish, improve, develop, administer, own and run industries, projects, enterprises or programs for processing and preservation of agricultural produce, forest produce and products of piscciculture, sericulture, apiculture and of animal origin for purpose of increasing quality or availability or otherwise of goods subsidiary foods in all their forms and variations either for export or consumption in the country. The main objects clause of the MoA of the Company enables Tunip to undertake its existing activities as well as the activities for which funds are being raised through this Issue. Further, it is confirmed that the activities carried out by the Company until now are in accordance with the objects clause of its MoA. Changes in Registered Office of the Company

Date of change

Address Changed From To

01/10/2004 114, First Floor, J P Nagar Co-Operative Housing Society, Janta Nagar Road, Bhayander (West)

222A, Commerce House, 140, Nagindas Master Road, Mumbai-400023.

02/02/2006 222A, Commerce House, 140, Nagindas Master Road, Mumbai-400023.

116, Commerce House, 140, Nagindas Master Road, Mumbai-400023.

Changes in the Memorandum of Association

Date of shareholders’ approval

Type of change/ Reasons for change

04/12/2007 Increase of Authorised Capital from Rs.1 Lac to Rs 1,000.00 Lacs. 04/12/2007 Conversion from Tunip Agro Private Limited to Tunip Agro Limited in

accordance with the provisions of section 21 of the Companies Act, 1956. 03/03/2010 Increase of Authorised Capital from Rs.1,000 Lacs to Rs 2,700.00 Lacs. 03/03/2010 New set of Articles of Association adopted in place of the existing Articles of

Association.

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Subsidiaries of the Issuer Company The Company does not have Subsidiary Company, as on date. Shareholders’ Agreement There are no Shareholders’ Agreements existing as on date except the following. Subscription Agreement with Brand Equity Treaties Ltd. Date of the agreement 13th May 2010 Parties to the agreement Brand Equity Treaties Ltd. (“BETL”), the Company and Promoters of the

Company Scope of the agreement Subject to the fulfillment of the conditions precedent set out in the Agreement, BETL has agreed to subscribe shares to and the Company has agreed to issue and allot to BETL on a preferential basis 9,13,201 equity Shares, (“Subscription Shares”) constituting around 6.40% of the issued and outstanding equity share capital of the Company post the said preferential allotment of shares to BETL, at a price of Rs. 40 (Rs. Forty only) per share (the “Subscription Price”) aggregating to Rs. 365.28 lacs (the “Subscription Amount”). The said subscription price has been derived at based on a valuation of the Company of Rs. 5, 038.33 lacs not including the Subscription Amount and the equity share capital of the Company as on the date of Agreement. In case of issue of bonus shares or split of shares or other capital reorganisation, the subscription price and subscription shares shall accordingly stand adjusted. Other material terms

(i) The Shares to be allotted to BETL shall be subject to lock-in as specified below or in the event of an IPO for such period as may be determined under applicable law at the time of IPO, whichever occurs earlier subject to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 i.e., at the end of a period of one year BETL is entitled to sell one-third of the Subscription Shares, at the end of two years BETL is entitled to sell two-thirds of the Subscription Shares and at the end of the third year BETL is entitled to sell all the Subscription Shares. Lock in provision not applicable to transfer of shares by BETL to any of its affiliates, associates and/or group companies. It is clarified that BETL shall have the right to transfer or sell or otherwise dispose of the subscription shares in any manner at the expiry of the applicable lock- in period as per the agreement.

(ii) In the event that the listing of the Shares of the Company is not completed for any reason whatsoever, within five years from the date of the Agreement, BETL shall have the right, by written notice (Put Option Notice), to require the Promoters, jointly and severally, to purchase all or some of the Shares held by BETL as indicated by BETL in the Put Option Notice at the price per share being not less than the Sale Price (i.e an amount equal to the Subscription Price and a return of 15% p.a. on the subscription price, compounded annually, net of any dividend paid by the Company from the closing date till date of purchase of all the shares). In the event the Promoters fail to complete the purchase of the Shares held by BETL within 30 days from the date of the Put Option Notice, then in addition to other rights available under law, BETL shall be entitled at any time thereafter, to exercise its other rights mentioned in the Agreement.

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(iii) If a bona fide third party (“Third Party Buyer”) makes an offer to purchase Shares of the Company, greater than the number of Shares held by BETL and such offer is accepted by BETL, then BETL shall be entitled to require the promoters to sell any or all the Shares held by them in the Company (“Drag Along Shares”) to the Third Party on identical terms and for the same price per share. In the event BETL chooses to exercise this right, it shall provide Notice of the proposed sale and exercise of its rights to the Promoter(s) no later than 30 days prior to the closing of the proposed sale of BETL’s Shares to the Third Party Buyer. The closing of any such purchase shall take place simultaneously with the closing of the purchase of Shares of the Promoters.

(iv) In the event the Promoters, or any of them, as the case may be, by themselves, or through their affiliates, intends to transfer all or part of their shareholding in the Company to a third party who is not an affiliate of the Promoters (the “Third Party Offeror”) the Promoters shall provide notice of such proposed sale to BETL no later than 30 days prior to the proposed closing of such sale. The Promoters or any of them, as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the Third Party Offeror makes an offer in writing to BETL to purchase a pro-rata portion (i.e., a ratio of Shares of the Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or the disposal, as the case may be) of the Shares held by BETL in the Company at such time, on the same terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, or any of them as the case may be including as to price (the “Tag-Along Offer”). This Tag-Along Offer shall remain open for acceptance for not less than 30 days following delivery to BETL of the offer of the Third Party Offeror.

(v) Subject to the lock-in restriction in respect of the Subscription Shares prescribed in the Agreement, BETL shall have the right to sell the subscription Shares or a part thereof by way of a negotiated Deal to any third party in the manner provided in the Agreement and shall be entitled to share such information with respect to the performance of the Company with such third party. Before the completion of IPO, if BETL desires to transfer the Subscription Shares or part thereof by way of negotiated deal, BETL to give a written notice (“Transfer Notice”) to the Promoters, giving right of first refusal to buy all the Subscription Shares by themselves or by a person/entity nominated by the Promotes at the price and on the same terms and conditions specified in the Transfer Notice.

(vi) Right of termination given to the parties for breach of provisions of the Agreement.

(vii) Disputes to be resolved through arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996.

(viii) Agreement subject to exclusive jurisdiction of courts in New Delhi. Covenants:

(ix) In the event the Company issues any further Shares, including in the event of a merger or amalgamation of another entity with the Company, at any point of time prior to the completion of the IPO (a “Fresh Offering”), at a price lower than the Subscription Price, then the Company shall issue and the Promoters shall cause the Company to issue and allot to BETL such number of Shares forming part of the Fresh Offering, in accordance with the applicable law, for no additional consideration or the minimum additional consideration permitted in accordance with the applicable law, whichever is lower, such that the weighted average price of the Subscription Shares and the Shares acquired by BETL at the Fresh Offering shall be equal to the Present Price paid for the Shares issued at the Fresh Offering by another Person. The Company shall obtain and the Promoters shall cause the Company to obtain all approvals, regulatory and otherwise, in this regard. In the event the Company is unable to offer the Shares to BETL for no additional consideration, the Promoters shall jointly and severally, transfer such number of Shares

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held by the Promoters at no additional consideration to BETL, such that the weighted average price of the subscription Shares and the Shares acquired by BETL from the Promoters in shall be equal to the present price (as defined in the Agreement) paid for the Shares issued at the Fresh offering by another Person. This provision is not applicable to issue of shares by way of an ESOP.

(x) The Company shall not issue Shares through the IPO whereby the Present IPO Price (as defined in the Agreement) is lower than the Subscription Price. In the event that the IPO takes place at a price whereby the Present IPO Price is lower than the Subscription Price, the Promoters have undertaken, jointly and severally, to transfer such number of Shares to BETL for no additional consideration such that the weighted average price of the Subscription Shares (i.e., The Shares held by BETL on the date of allotment of the Subscription Shares and the Shares transferred by the Promoters, or any of them as the case may be) is equal to the Present IPO Price.

(xi) Company and the Promoters shall use reasonable endeavours to cause an IPO within a period of 5 years from the date of the Agreement.

(xii) The Company shall make and the Promoters shall cause the Company to make all necessary endeavours to ensure the growth of the business of the Company. The promoters jointly and severally or together with any other person, directly or indirectly engage, in any business which competes with the business. Additionally, the promoters shall continue to be associated on a full time basis, exclusively with the Company in relation to the Business.

(xiii) The promoters shall not transfer any part of their shareholding in the Company, without the prior written consent of BETL.

(xiv) The promoters and the Company agree that the Company shall not be merged with any other Company, any division demerged, or in any way restructured, including reduction of capital, without obtaining the prior written consent of BETL for the scheme of merger, demerger or other restructuring as the case may be. Subscription Agreement with Dharmayug Investments Ltd. Date of the agreement 13th May 2010 Parties to the agreement Dharmayug Investments Ltd. (“DIL”), the Company and Promoters of

the Company Scope of the agreement Subject to the fulfillment of the conditions precedent set out in the Agreement, DIL had agreed to subscribe shares to and the Company had agreed to issue and allot to DIL on a preferential basis 7,53,549 equity Shares, (“Subscription Shares”) constituting around 5.28% of the issued and outstanding equity share capital of the Company post the said preferential allotment of shares to DIL, at a price of Rs. 40 (Rs. Forty only) per share (the “Subscription Price”) aggregating to Rs. 301.42 lacs (the “Subscription Amount”). The said subscription price has been derived at based on a valuation of the Company of Rs. 5,038.33 lacs not including the Subscription Amount and the equity share capital of the Company as on the date of Agreement. In case of issue of bonus shares or split of shares or other capital reorganisation, the subscription price and subscription shares shall accordingly stand adjusted.

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Other material terms

(i) The Shares to be allotted to DIL shall be subject to lock-in as specified below or in the event of an IPO for such period as may be determined under applicable law at the time of IPO, whichever occurs earlier subject to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 i.e., at the end of a period of one year DIL is entitled to sell one-third of the Subscription Shares, at the end of two years DIL is entitled to sell two-thirds of the Subscription Shares and at the end of the third year DIL is entitled to sell all the Subscription Shares. Lock in provision not applicable to transfer of shares by DIL to any of its affiliates, associates and/or group companies. It is clarified that DIL shall have the right to transfer or sell or otherwise dispose of the subscription shares in any manner at the expiry of the applicable lock- in period as per the agreement.

(ii) In the event that the listing of the Shares of the Company is not completed for any reason whatsoever, within five years from the date of the Agreement, DIL shall have the right, by written notice (Put Option Notice), to require the Promoters, jointly and severally, to purchase all or some of the Shares held by DIL as indicated by DIL in the Put Option Notice at the price per share being not less than the Sale Price (i.e an amount equal to the Subscription Price and a return of 15% p.a. on the subscription price, compounded annually, net of any dividend paid by the Company from the closing date till date of purchase of all the shares). In the event the Promoters fail to complete the purchase of the Shares held by DIL within 30 days from the date of the Put Option Notice, then in addition to other rights available under law, DIL shall be entitled at any time thereafter, to exercise its other rights mentioned in the Agreement.

(iii) If a bona fide third party (“Third Party Buyer”) makes an offer to purchase Shares of the Company, greater than the number of Shares held by DIL and such offer is accepted by DIL, then DIL shall be entitled to require the promoters to sell any or all the Shares held by them in the Company (“Drag Along Shares”) to the Third Party on identical terms and for the same price per share. In the event DIL chooses to exercise this right, it shall provide Notice of the proposed sale and exercise of its rights to the Promoter(s) no later than 30 days prior to the closing of the proposed sale of DIL’s Shares to the Third Party Buyer. The closing of any such purchase shall take place simultaneously with the closing of the purchase of Shares of the Promoters.

(iv) In the event the Promoters, or any of them, as the case may be, by themselves, or through their affiliates, intends to transfer all or part of their shareholding in the Company to a third party who is not an affiliate of the Promoters (the “Third Party Offeror”) the Promoters shall provide notice of such proposed sale to DIL no later than 30 days prior to the proposed closing of such sale. The Promoters or any of them, as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the Third Party Offeror makes an offer in writing to DIL to purchase a pro-rata portion (i.e., a ratio of Shares of the Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or the disposal, as the case may be) of the Shares held by DIL in the Company at such time, on the same terms and conditions as the Third Party Offeror’s proposed acquisition of Shares from the Promoters, or any of them as the case may be including as to price (the “Tag-Along Offer”). This Tag-Along Offer shall remain open for acceptance for not less than 30 days following delivery to DIL of the offer of the Third Party Offeror.

(v) Subject to the lock-in restriction in respect of the Subscription Shares prescribed in the Agreement, DIL shall have the right to sell the subscription Shares or a part thereof by way of a negotiated Deal to any third party in the manner provided in the Agreement and shall be entitled to share such information with respect to the performance of the Company with such third party. Before the completion of IPO, if DIL desires to transfer the Subscription Shares or part thereof by way of negotiated deal, DIL to give a written notice (“Transfer Notice”) to the Promoters, giving right of first refusal to buy all the Subscription Shares by themselves or by a person/entity nominated by the Promotes at the price and on the same terms and conditions specified in the Transfer Notice.

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(vi) Right of termination given to the parties for breach of provisions of the Agreement.

(vii) Disputes to be resolved through arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996.

(viii) Agreement subject to exclusive jurisdiction of courts in New Delhi. Covenants:

(ix) In the event the Company issues any further Shares, including in the event of a merger or amalgamation of another entity with the Company, at any point of time prior to the completion of the IPO (a “Fresh Offering”), at a price lower than the Subscription Price, then the Company shall issue and the Promoters shall cause the Company to issue and allot to DIL such number of Shares forming part of the Fresh Offering, in accordance with the applicable law, for no additional consideration or the minimum additional consideration permitted in accordance with the applicable law, whichever is lower, such that the weighted average price of the Subscription Shares and the Shares acquired by DIL at the Fresh Offering shall be equal to the Present Price paid for the Shares issued at the Fresh Offering by another Person. The Company shall obtain and the Promoters shall cause the Company to obtain all approvals, regulatory and otherwise, in this regard. In the event the Company is unable to offer the Shares to DIL for no additional consideration, the Promoters shall jointly and severally, transfer such number of Shares held by the Promoters at no additional consideration to DIL, such that the weighted average price of the subscription Shares and the Shares acquired by DIL from the Promoters in shall be equal to the present price (as defined in the Agreement) paid for the Shares issued at the Fresh offering by another Person. This provision is not applicable to issue of shares by way of an ESOP.

(x) The Company shall not issue Shares through the IPO whereby the Present IPO Price (as defined in the Agreement) is lower than the Subscription Price. In the event that the IPO takes place at a price whereby the Present IPO Price is lower than the Subscription Price, the Promoters have undertaken, jointly and severally, to transfer such number of Shares to DIL for no additional consideration such that the weighted average price of the Subscription Shares (i.e., The Shares held by DIL on the date of allotment of the Subscription Shares and the Shares transferred by the Promoters, or any of them as the case may be) is equal to the Present IPO Price.

(xi) Company and the Promoters shall use reasonable endeavours to cause an IPO within a period of 5 years from the date of the Agreement.

(xii) The Company shall make and the Promoters shall cause the Company to make all necessary endeavors to ensure the growth of the business of the Company. The promoters jointly and severally or together with any other person, directly or indirectly engage, in any business which competes with the business. Additionally, the promoters shall continue to be associated on a full time basis, exclusively with the Company in relation to the Business.

(xiii) The promoters shall not transfer any part of their shareholding in the Company, without the prior written consent of DIL.

(xiv) The promoters and the Company agree that the Company shall not be merged with any other Company, any division demerged, or in any way restructured, including reduction of capital, without obtaining the prior written consent of DIL for the scheme of merger, demerger or other restructuring as the case may be.

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Other Agreements Except the contracts/agreements entered in the ordinary course of the business carried on or intended to be carried on by Tunip, the Company has not entered into any other agreement/contract. 1. INDO-LANKA EXPORTS (PVT.) LTD. – Joint Venture Agreement The Company has entered into a Joint Venture Agreement with “Lanka Milk Foods (CWE) PLC” (LMF), a Company incorporated in Sri Lanka under the Companies Act, 7 of 2007. The Registered office of LMF is situated at Welisara, Ragama, Sri Lanka. LMF is engaged in the business of importing, packing, marketing and distribution of milk powder and other allied food products in Sri Lanka and in other countries. Tunip and LMF have entered into an agreement dated April 01, 2010 and agreed to float a Joint Venture Company (JVC) in the name and style of “Indo- Lanka Exports (Pvt.) Ltd.” The purpose of the JVC is to carry out the business importing, exporting, packing, collecting, processing, and manufacturing the fruit juices and fruit products in Sri Lanka, upon the terms and conditions of the Agreement. The salient features of the Agreement are as follows: Scope of the Agreement: LMF has agreed to manufacture in their factory at Sri Lanka, food products, including pulps and fruit juices (“the said food products”) with the technical know-how and raw material and recipe of and supplied by the Company or on advice of the Company for procuring raw materials from third countries through the joint venture company and the said joint venture company will export the same to India and other third countries under the brand name “ONJUS” owned by the Company. The parties have agreed to float a Joint Venture Company (“JVC”) to carry on the business of importing, exporting, packing, collecting, processing and manufacturing the said food products under the Registered Trademark “ONJUS” in Sri Lanka on the terms and conditions as agreed upon in the agreement. Duration of the Agreement The Agreement shall remain in force for the period of 5 years after which it may be further extended for a term of 5 years on terms and conditions to be agreed upon by the parties. Material Terms of the Contract

(i) LMF shall incorporate and register in Sri Lanka a Joint venture Company under the Companies Act, 2007 under the name of Indo-Lanka Export (Pvt.) Ltd. (“JVC”) with a share capital of SL Rs. 60,000,000/- divided into 100,000 shares of face value of SL Rs. 600/- each.

(ii) LMF through its nominees shall contribute 51% of the stated capital and the remaining 49% of the share capital shall be contributed by the Company and this ratio shall be maintained at all time during the subsistence of the JVC as and when further share capital is issued by the JVC.

(iii) Board of Directors of JVC shall consist of five directors of whom three shall be nominated by LMF and two by the Company. All decisions at the Board Meetings of JVC relating to the Management of the business of JVC shall be taken by majority of the Board of Directors with the consent of atleast one Director appointed by either party. Amendment to Articles of Association of JVC to be taken by majority of the shareholders of JVC.

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(iv) LMF manufacturing facility will be utilized by the JVC to manufacture the said food products and the parties also agree that a new factory in Sri Lanka will be established by the Company or through its subsidiary and the same will be managed by JVC on mutual terms and conditions accepted by both the parties from time to time.

(v) Both the parties have hereby agreed not to compete with each other, or enter into any agreement or float any other JVC with any third party in Sri Lanka during the term of the Agreement, directly or indirectly, in respect of the business of fruit and milk based beverages.

(vi) All finances and working capital required by JVC shall be brought in by both the parties in the ratio of 51:49 in accordance with their respective shareholdings and all books of accounts and records of JVC shall be maintained and audited by the Chartered Accountants in accordance with the laws in Sri Lanka.

(vii) The manufacturing, packing, pricing, shipment and quality standards of the said food products shall be looked into by both the parties as provided for in the Agreement.

(viii) The Company shall enter into a separate License Agreement with JVC as exclusive right to deal in and market the said food products under the trade name of Onjus within the territorial limits of Sri Lanka together with the rights to apply for a local license or sub-license under the support of the trade name Onjus owned by the Company as required under the laws of Sri Lanka. The License Agreement will be valid and binding as long as the JVC agreement remains in force. The Company also retains the rights to withdraw the said license given to JVC in the event of any breach of the terms of this Agreement by LMF.

(ix) The technical know-how and the knowledge of ingredients of the food products shall be always the proprietary right of the Company only.

(x) Before any profits of JVC are distributed as dividends to the share holders of JVC, 100% of the first 5 years profits, net after tax, shall be set aside to meet the capital and other requirements of JVC.

(xi) Neither party shall sell transfer, assign, mortgage, pledge or otherwise encumber or deal with any or all shares of the capital stock of JVC without the prior written consent of the other.

(xii) Right of first refusal given to either party, if one of the parties desires to sell its shareholding in the JVC after the expiry of five years from the date of the execution of the Agreement.

(xiii) JVC shall duly organize and conduct itself within the terms of the Agreement and in accordance with the laws of Sri Lanka and the laws as applicable in the transactions.

(xiv) The Agreement made in Sri Lanka shall be construed in accordance with and governed by the laws of the State applicable to the Agreements made and performed entirely therein.

(xv) In case of any dispute, which cannot be resolved amicably will be referred to arbitration under the rules of the Chamber of Commerce of Sri Lanka. 2. Advertisement Agreement with Brand Equity Treaties Ltd. Date of the agreement 13th May 2010 Parties to the agreement Brand Equity Treaties Ltd. (“BETL”) and the Company Scope of the agreement

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Company agreed to advertise, during the Term, on a non-exclusive basis only, the products, services and brands owned and exclusively used by it in accordance with the extant policies applicable to the respective Media and BETL had agreed to ensure that such advertisements are carried in the media in accordance with the terms and conditions set out in the Agreement. BETL has entered into bulk media purchase agreement(s) with Bennett Coleman and Co. Ltd. (BCCL) pursuant to which BCCL has agreed to sell and BETL has agreed to purchase advertising space in the Print Publication in bulk, on a principal to principal basis. In addition the Company will have access to various Non- Print Entities through BETL. This Agreement shall cover advertisements relating to corporate campaigns, financial information and recruitment requirements of the Company but shall not cover advertisement of any co-branded products. Term Unless otherwise terminated earlier, the Advertisement Agreement shall be valid for a period of 5 years on and from 13th May 2010. Value of Advertisement The Company has agreed to place advertisements of the value of Rs. 10,00,00,000/- (Rs. Ten crores only), net agency of commission, in the Media (the “Total Commitment”), during the Term. The Company shall be entitled to utilize not more than 20% out of its Total Commitment towards release of advertisements in Non-Print Media. Provided that any unutilized Total Commitment in Non-Print Media may be utilized by the Company in Print Publications within the term. Payment The Company agrees to make payment of Rs. 6,66,70,000/- (Rs. Six Crores Sixty- Six Lakh Seventy Thousand only) (“Down Payment”) no later than 3 days from the date of Commencement of the Agreement. Advertisements released by the Company in Media shall be paid for as follows:

• The Company should make payment to BETL or the relevant Non-Print Entity of an amount equivalent to 1/3rd of the value of the advertisement released in the Media, in cash, in accordance with the extant policy of BETL or the Non-Print Entity in whose Non-Print Medium such advertisement is being released, as and when the Company releases the advertisement;

• The balance 2/3rd of the value of the advertisement released in Media shall be adjusted out of the Down Payment Other Material Terms

i. The Company authorizes BETL to make payments towards release of advertisements in Non-Print Media utilized in terms of this Agreement, to the respective Non-Print Entity on behalf of the Company, out of the amount of Down Payment paid by the Company to BETL. The Company also authorizes BETL to directly or through BCCL for print publications/Non-Print Entity give credit to the Company’s advertisement agency, in respect of amount of advertisement released in terms of the Agreement.

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ii. The rates for Non-Print Media shall be as negotiated between the company and the specific Non-Print

Media shall be as negotiated between the Company and the specific non-Print Media. Also, the choice of the space and slot in respect of advertisements by the Company in Media shall be subject to the availability of space or slot in the relevant Media as sought by the Company.

iii. BETL and the Company agree that the Company may avail of free advertisement space (Space Banking) as per the client incentive scheme of the Print Publications in terms of the Response Letter.

iv. Either Party may terminate this agreement at any time in the event of a material breach by the other party of any of its obligations under the Agreement, which breach, if capable of cure or remedy, has not been cured or remedied by the Defualting Party within 60 days of the receipt of written notice of such breach or failure from the Non Defaulting Party.

v. BETL shall be entitled to terminate the agreement in case of a material breach by the Company, of the terms of any other Agreement that the Company may have entered into with BETL, including the Subscription Agreement.

vi. All disputes or differences between BETL and the Company arising out of in connection with the Agreement or its performance be settled by Negotiations between the parties. Any dispute or difference which cannot be amicably settled within 30 days shall be resolved through arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996.

vii. Agreement subject to exclusive jurisdiction of courts in New Delhi. Clearing and Forwarding Agents (C& F Agents) Agreement The Company has entered into a Clearing and Forwarding Agents Agreement with M/s. UTI Worldwide India Pvt. Ltd., Bhiwandi, M/s. JSR Marketing, Delhi and M/s. Cochin Supply Chain, Cochin for the purpose of receiving Stock’s of the Company’s products, its proper supervision of receipts, storage, dispatches and accounting from the depots respectively and all matters connected therewith on similar terms save and except the consideration and the date of entering into the Agreement.. For the usage of the warehouses of these C&F agencies the Company pays a monthly rent which depends on the area of the warehouse, the details of the rents paid are as under:

Sr. No.

Name of the Vendor Location Area (Square feet)

Rent (Rs. in lacs)

1 M/s UTI Worldwide India Pvt. Ltd.

Bhiwandi Globe complex, Building No. J 4, near Ruchi hotel, Anjur Mankholi road, village Owli, Bhiwandi – 421 302

500 0.11 p.m.

2 M/s JSR Marketing New Delhi B-4, Gali no. 11, Opposite Geeta Bhawan Mandir, Badli Extn. New Delhi 110 042

2,100 0.50 p.m.

3 M/s Cochin Supply Chain Cochin XVII/417 V.K. building, Karothukuzhi junction, Aluva, Cochin – 683 101

500 0.17 p.m.

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Scope of the agreement

(i) The “C&F Agents” shall from time to time receive the stocks of goods from its factories and/or warehouses and the “C&F Agents” shall store them in the godown under their control and shall further forward and distribute such stocks thereafter in such lot/s and to such town or places as directed by the Company. Also, the “C&F Agents” shall be responsible for properly receiving, storing, retaining, delivering, accounting for all goods entrusted to its care by the Company and the safe keeping and delivery of the correct quantity of the goods at correct prices at all times.

(ii) The “C&F Agents” shall also be responsible for packing of the goods to prevent breakages or loss in transit. At the time when the goods are received for depositing in their godown, the “C&F Agents” shall acknowledge the delivery challan/Branch transfer sent by the Company in respect of the goods received and stored in their godown on behalf of the Company.

(iii) The “C&F Agents” shall perform/provide all services as clearing and forwarding Agents in relation to stocks, order, sales, collection, accounting and other records as per the terms given in the agreement. Other material terms

(i) All C&F Agents will be the exclusive “C&F Agents” for fruit juices marketed by the Company, while any of the agents or their sister concerns cannot become “C&F Agents” for similar products or deal in any equivalent product of any other manufacturer.

(ii) The Company shall bear service tax at the rate prevailing during the period for which services are rendered by “C&F Agents”. Also, TDS under income tax will be deducted from service charges paid to the “C&F Agents”

(iii) The Company shall authorize any of its employees to have inspection of the depot premises at any time.

(iv) The Agreement can be terminated immediately

1) If the Company or C& F Agents –

• wind up their Company • go in liquidation • sell their concern to other party

2) If the C&F Agents are adjudicated insolvent

3) If the C&F Agents contravenes any of the conditions of this agreement.

(v) Disputes to be resolved through arbitration in accordance with the provisions of Arbitration and

Conciliation Act, 1996.

(vi) Agreement subject to exclusive jurisdiction in Mumbai. Financial Partners There are no financial partnership agreements entered into by the Company. Strategic Partners There are no strategic partnership agreements entered into by the Company.

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MANAGEMENT

Name, Age, Qualification, Residential Address, Designation, Occupation, DIN No.

Date of Appointment /

Re-appointment, Term

Other Directorships held

Mr. Siddhant Goyal

S/o : Mr. Tulsidas B. Goyal

Age: 25 years

Qualification: Bachelor of Business Administration, Boston University

Residential Address: Upahar Building, 7th floor, Siri Marg, Chowpatty, Mumbai- 400 006

Designation: Director (Executive and Non- Independent)

Occupation: Business

DIN No.: 01164889 Experience: 4 years Nationality: Indian

Reappointed as

Managing Director for the period of 5

years from 01/04/2008 to

31/03/2013

None

Ms. Neeta Goyal

W/o: Mr. Tulsidas B. Goyal

Age: 49 Years

Qualification: Bachelor’s of Arts (Economics), Mumbai University

Residential Address: Upahar Building, 7th floor, Siri, Marg, Chowpatty, Mumbai- 400 006

Designation: Director (Executive and Non- Independent)

Occupation: Business

DIN No: 00655827 Experience: 20 years Nationality: Indian

Reappointed as

Whole Time Director for the

period of 5 years from 01/04/2008

to 31/03/2013

None

Mr. Ghulam Maohammed

S/o: Mr. Mohammed G. Ghouse

Age: 61 Years

01/12/2009

Tribune Corporate & Investment Advisory Services Pvt. Ltd.

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Name, Age, Qualification, Residential Address, Designation, Occupation, DIN No.

Date of Appointment /

Re-appointment, Term

Other Directorships held

Qualification: Bachelor’s of Arts (Economics) Honors, Mumbai University

Residential Address: 8-A Picadilly Flats, Clare Road, Byculla, Mumbai- 400 008

Designation: Independent Director (Non- Executive and Independent)

Occupation: Business

DIN No: 00591038 Experience: 30 years Nationality: Indian

Essture Information Services Pvt. Ltd. GG Advisory

Mr. Satyabir Bhattacharyya

S/o: Mr. Pabitra Kumar Bhattacharya

Age: 59 Years

Qualification: M. Sc. London School of Economics

Residential Address: 304, Krishna Kunj, Gokuldham, Goregaon (East), Dindoshi, Mumbai- 400 063

Designation: Independent Director (Non- Executive and Independent)

Occupation: Business

DIN No: 01522689 Experience: 29 years Nationality: Indian

01/12/2009

None

Shareholding of Directors in the Company

Particulars No. of Shares held

Mr. Siddhant Goyal 54,25,000 Ms. Neeta Goyal 51,70,958 Mr. Ghulam Maohammed Nil Mr. Satyabir Bhattacharyya Nil

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BRIEF PROFILE OF THE DIRECTORS OF TUNIP A brief profile of the Board Members is given below: Mr. Siddhant Goyal, (25 years) is the Managing Director of the Company. He is a Bachelor of Business Administration from Boston University, USA. He joined Tunip in 2006 and has been responsible for day to day business affairs of the company. His core area of operation includes developing market for products of the Company, analyze new areas of opportunity for the business, and accordingly introduce a new product in the market. He is also responsible for distribution of products in various parts of the country. Mrs. Neeta Goyal, (49 years) is the promoter and Whole Time Director of the Company. She is a Bachelor of Arts (Economics) from Mumbai University. She has an experience of over 20 years in this industry. Presently, she is responsible for Human Resource and Administration in the Company. Mr. Ghulam Maohammed, (61 years) is the Independent Director of the Company. He is a Bachelor of Arts form University of Mumbai. He has over 30 years of experience in India’s leading and most respected conglomerates, Mahindra & Mahindra (M&M) group. He joined M&M as a Management Trainee and became the Managing Director. He has been associated with various Companies of M&M's group i.e. International Harvester, Dr. Beck & Co., Mahindra sintered products, Mahindra Engineering & Chemicals, Mahindra Owen, Mahindra van Wijk & visser etc. He was also the Managing Director of Mahindra Exports Ltd. He has varied experience and expertise in acquisitions, disinvestments, joint ventures, project evaluations, financing & Project Implementation. Mr. Satyabir Bhattacharyya, (59 years) is the Independent Director of the Company. He has done BSc (Hons), BTech (Electrical) from Calcutta University, MSc (Operations Research) from London School of Economics, MSc (Management), DIC from Imperial College of Science, Technology and Medicine from London. He has an experience of over 32 years in the field of Business Strategy Formulation, Business Planning for new ventures, Supply Chain Management/Business Process Reengineering/Operations Consulting, Profitability Improvement Planning, Organization Design and Restructuring, Change Management, Business Transformation, Globalization and Competitiveness, and Information Technology Strategy. He has served companies like Arthur Andersen Business Consulting Group and KPMG Business Advisory Services, Ispat Industries Limited, IBM Global Services, India and Accenture etc. He is a member of Institute of Engineers India (MIE), Executive Member of Academy of Management, New York, USA. He is also a member of American Management Association (AMA), Institute of Directors, UK, City and Guilds College Association, Imperial College, London, UK etc. BORROWING POWERS OF DIRECTORS The Company has passed an ordinary resolution at its EGM held on March 24, 2008 in terms of the provisions of section 293(1)(d) of the Act, whereby it has authorized the Board of Directors to borrow money up to Rs. 50.00 Crores (Rupees Fifty crores) from time to time (apart from temporary loans obtained by the Company from its bankers in the ordinary course of business). RELATIONSHIP OF THE DIRECTORS WITH THE PROMOTER/ PROMOTER GROUP Mr. Siddhant Goyal is son of Ms. Neeta Goyal. Except this relationship there is no other relationship exist among the directors.

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QUALIFICATION SHARES REQUIRED TO BE HELD BY THE DIRECTORS The directors are not required to hold any qualification shares. INTEREST OF PROMOTERS, DIRECTORS Except as stated in the section “Related Party Transactions” on page 107 of this DRHP, and to the extent of shareholding in the Company, the promoters do not have any other interest in the business. All Directors of the 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 under the Articles of Association of the Company. The whole time directors will be interested to the extent of remuneration paid to them for services rendered by them as officers or employees of the Company. All the directors of the Company may also be deemed to be interested to the extent of equity shares, if any, already held by them or their relatives in the 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. 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:

Sr. No.

Name of the Director Date of Change Reasons

1. Mr. Sudhir Kumar Sabharwal 30/06/2007 Resignation 2. Ms. Varsha Achim Agarwal

Rodewald 04/12/2007 Resignation

3. Ms. Neeta Goyal 04/12/2007 Appointment 4. Mr. Ghulam Maohammed 01/12/2009 Appointment 5. Mr. Satyabir Bhattacharyya 01/12/2009 Appointment 6. Mr. Leo Boldo Lawrence

Fernando 01/12/2009 Resignation

COMPENSATION TO MANAGING DIRECTOR / WHOLE TIME DIRECTORS Details of appointment and fixing of remuneration of Managing director and Whole Time Director: Mr. Siddhant Goyal Mr. Siddhant Goyal was appointed as Managing director of the Company for a period of five years with effect from April 01, 2008.

Salary : Not more than Rs. 15.00 lacs Commission : Such remuneration by way of not exceeding 3% of Net Profit of the Company

in addition to the salary, perquisites and other allowances subject to the overall ceiling stipulated in the section 198 and 309 of the Companies Act, 1956. The specific amount payable will be decided by the Board and payable only after the Annual Accounts have been adopted by the members of the Company.

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Perquisites : Perquisites should be allowed but within the overall limit, if any prescribed under Schedule XIII of Companies Act as amended from time to time. The perquisites shall be evaluated etc. as per Income Tax rules wherever applicable and in the absence of any such rules, at actual cost

Housing : House Rent allowance shall be allowed as per the rules of the Company within the overall limits specified above

Medical reimbursement

: Expenses incurred for the appropriate and his family subject upto a ceiling of three month’s salary in a year or a fifteen months salary over a period of five years

Leave Travel Assistance

: First Class Air Fair for self and family once in a year to any destination. Family defined as spouse and two dependent children

Club Fees : Fees and Expenses at clubs subject to a maximum of two clubs. This will not include life membership fees.

Personal Accident insurance

: As per Companies Act 1956 and schedule XIII specified

Employer’s contribution to provident Fund/ Superannuation fund

: As per Companies Act 1956 and schedule XIII specified

Gratuity : Gratuity payable at the rate of 15 days salary for each completed year of service in accordance with the rules

Car/ Telephone Reimbursement

: Car with driver for use on Company’s business and telephone/ telefax facilities at residence will be provided to the appointee. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the appointee. The aforesaid remuneration will be subject to the limit of 5% of the net profits as laid down under sub-section (3) of section 309 of the Companies Act, 1956

Minimum Remuneration

: Nothwithstanding anything to the contrary herein contained, where in any financial year during the currency of tenure of Mr. Siddhant Goyal, the Company has no profits or profits of the Company are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above.

Ms. Neeta Goyal Ms. Neeta Goyal was appointed as Whole Time Director of the Company for a period of five years with effect from April 01, 2008.

Salary : Not more than Rs. 15.00 lacs Commission : Such remuneration by way of not exceeding 3% of Net Profit of the Company

in addition to the salary, perquisites and other allowances subject to the overall ceiling stipulated in the section 198 and 309 of the Companies Act, 1956. The specific amount payable will be decided by the Board and payable only after the Annual Accounts have been adopted by the members of the Company.

Perquisites : Perquisites should be allowed but within the overall limit, if any prescribed under Schedule XIII of Companies Act as amended from time to time. The perquisites shall be evaluated etc. as per Income Tax rules wherever applicable and in the absence of any such rules, at actual cost

Housing : House Rent allowance shall be allowed as per the rules of the Company within the overall limits specified above

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Tunip Agro Limited

Medical reimbursement

: Expenses incurred for the appropriate and his family subject upto a ceiling of three month’s salary in a year or a fifteen months salary over a period of five years

Leave Travel Assistance

: First Class Air Fair for self and family once in a year to any destination. Family defined as spouse and two dependent children

Club Fees : Fees and Expenses at clubs subject to a maximum of two clubs. This will not include life membership fees.

Personal Accident insurance

: As per Companies Act 1956 and schedule XIII specified

Employer’s contribution to provident Fund/ Superannuation fund

: As per Companies Act 1956 and schedule XIII specified

Gratuity : Gratuity payable at the rate of 15 days salary for each completed year of service in accordance with the rules

Car/ Telephone Reimbursement

: Car with driver for use on Company’s business and telephone/ telefax facilities at residence will be provided to the appointee. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the appointee. The aforesaid remuneration will be subject to the limit of 5% of the net profits as laid down under sub-section (3) of section 309 of the Companies Act, 1956

Minimum Remuneration

: Nothwithstanding anything to the contrary herein contained, where in any financial year during the currency of tenure of Ms. Neeta Goyal, the Company has no profits or profits of the Company are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above.

Corporate Governance: The provisions of the Listing Agreement to be entered into with the Stock Exchange(s) will be applicable to the Company immediately upon the listing of the Equity Shares with the Stock Exchanges. The Company has complied with the corporate governance code in accordance with Clause 49. The 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, The Company has already constituted the following committees. Audit Committee The Audit Committee was constituted at the Board meeting held on March 09, 2010. The Audit Committee comprises of the following members

Name of Director Status in Committee

Nature of Directorship

Mr. Ghulam Mohammed Chairman Independent and non- executive Mr. Satyabir Bhattacharyya Member Independent and non- executive Mr. Siddhant Goyal Member Non- Dependent and Executive

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Tunip Agro Limited

The terms of reference of the audit committee are broadly as under: 1. Oversight of the company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Board, the appointment, re- appointment and, if required, the replacement of or

removal of the statutory auditor and the fixation of the audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors 4. Reviewing with the management the annual financial statements before submission to the Board for

approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b) Changes, if any in the accounting policies and practices and reasons of the same c) Major accounting entries involving estimates based on the exercise of judgment by the management d) Significant adjustments made in the financial statement arising out of audit findings

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions g) Qualifications in the draft audit report

5. Reviewing with the management, the quarterly financial statements before submission to the board for

approval 5A.Reviewing with the management, statement of uses / application of funds raised through an issue (public

issue, rights issue, preferential allotment etc.) the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and report submitted by the monitoring agency monitoring the utilization of proceeds of public or rights issue and making appropriate recommendations to the Board to take up the steps in this matter.

6. Reviewing with the management, performance of statutory and internal auditors and the adequacy of the

internal control systems.

7. Reviewing the adequacy of internal control function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up thereon.

9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the Board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

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Tunip Agro Limited

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

12. To review the functioning of the Whistle blower mechanism, in case the same is existing.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit committee.

Remuneration Committee

The Remuneration Committee was constituted on March 09, 2010 and comprises the following directors of the Board.

Name of Director Status in Committee Nature of Directorship Mr. Ghulam Mohammed Chairman Independent and non- executive Mr. Satyabir Bhattacharyya Member Independent and non- executive Ms. Neeta Goyal Member Dependent and Executive

The remuneration committee shall have powers to act in accordance with the provisions of the Articles of Association of the Company read with Schedule XIII to the Companies Act, 1956. The main terms of reference of the Remuneration Committee are as follows:

(a) The Remuneration Committee recommends to the board the compensation terms of the executive

directors.

(b) Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

(c) Considering approving and recommending to the Board the changes in designation and increase in

salary of the executive directors.

(d) Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

(e) Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.

The chairman of the Remuneration Committee shall attend the annual general meeting of the Company

to provide any clarification on matter relating to the remuneration payable to the directors of the Company.

Shareholders’/ Investor Grievances Committee The Company has constituted the Shareholders and Investors Grievances Committee on March 09, 2010. The Committee consists of the following Directors.

Name of Director Status in Committee Nature of Directorship Mr. Ghulam Mohammed Chairman Independent and non- executive Mr. Satyabir Bhattacharyya

Member Independent and non- executive

Mr. Siddhanat Goyal Member Dependent and Executive

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Mr. Latesh Shah is the company Secretary and compliance officer. The scope and function of this committee are as follows: The committee specifically looks into the redressal of investor’s and shareholder’s complaints like transfer of shares, non- receipt of balance sheet, non receipt of declared dividends etc. The Committee will have the following powers and responsibilities: The scope and function of this committee is to consider and review shareholders’/ investors’ grievances and complaints and ensure that all shareholders’/ investors’ grievances and correspondence are attended to expeditiously and satisfactorily unless constrained by incomplete documentation and/ or legal impediments. The Company also undertakes to comply with the other requirements of clause 49 of the Listing Agreement to be entered into with the Stock Exchanges.

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Tunip Agro Limited

ORGANISATION STRUCRURE

Board of Directors

Managing Director Whole Time Director

Quality Control Executive

Logistic Executive General Manager Sales

Company Secretary

Area Sales Manager- Dehradun

Regional Sales Manager- Mumbai

Area Sales Manager- Chandigarh

Area Sales Manager- Delhi

Area Sales Executive Sales Officer Sales Representative / Merchandiser

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Tunip Agro Limited

Sales and Marketing Structure:

National Sales Manager - Retail

National Sales Manager – Modern Retail &/Retail Institution

General Manager

Promotional Cell Institutional Sales Cell

Regional Sales Managers

Area Sales Managers

Area Sales Executives

Sales Officers

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Tunip Agro Limited

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of Tunip other than the Directors are as follows:

Sr. No

Name, Designation, Age, Qualification,

Date of appointment

Remuneration Per annum (Rs. in lacs)

Experience in the Company

Previous Company and

Total Experience 1. Mr. Anupam Sharma.

General Manager- Sales Age: 53 years Qualification: B. Com.

May 01, 2005 16.00 5 Years Coca Cola India Ltd.

(32 Years)

2. Mr. Sankar Shan Sahu Regional Sales Manager Age: 42 Years Qualification: M.A, Diploma In Sales & Marketing

November 01, 2004

4.30 5 Years and 8 months

Balrapur Chini Mills Ltd.

(17 Years)

3. Mr. Jagjit Bagga Area Sales Manager Age: 39 Years Qualification: B. A.

February 05, 2008

4.26 2 Years and 4 months

Dabur Foods Ltd.

( 5.7 Years)

4. Mr. Pardeep Chib Area Sales Manger Age: 36 Years Qualification: B.Sc.

June 01, 2009 4.20 1 Year Dukes Foods Ltd.

( 12 Years)

5. Mr. Sushil Kapoor Area Sales Manger Age: 35 Years Qualification: B.A.

July 03, 2006 4.06 4 years DFC Private Ltd.

( 16 Years)

6. Mr. Latesh Shah Company Secretary and Compliance Officer Age: 23 Years Qualification:B.Com., ACS, LL.B (Gen)

January 25, 2010 3.00

6 Months M/s. D.J. Vyas & Associates

(6 Months)

7. Mr. Chanchal Jain Logistic Executive Age: 28 Years Qualification: B.Com

May 05, 2008 3.72 2 Years 2 Month

Ruchi Soya Industries Limited

(2 years and 8 months)

The above persons are on the rolls of the company as permanent employees. NUMBER OF SHARES HELD BY THE KEY MANAGERIAL PERSONNEL None of the Key Managerial Personnel are holding any equity share in the Company. RELATIONSHIP WITH DIRECTORS / PROMOTERS OF THE COMPANY None of the key managerial personnel are related to the promoters, directors of Tunip and other key managerial personals.

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Tunip Agro Limited

CHANGES IN THE KEY MANAGERIAL PERSONNEL OF THE COMPANY DURING LAST THREE YEARS

Name Date of Joining Date of Resignation Reason Mr. Jagjit Bagga 05/02/2008 -- Appointment

Mr. Chanchal Jain 05/05/2008 - Appointment Mr. Pradeep Chib 01/06/2009 - Appointment

Mr. Santosh Kumar Sahu 10/09/2009 04/01/2010 Resignation Mr. Latesh Shah 25/01/2010 - Appointment

Mr. Umamaheshwara Rao 10/10/2007 15/03/2010 Resignation Mr. Anil Sonawane 05/11/2007 12/04/2010 Resignation

BONUS OR PROFIT SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL Currently, the Company does not have a performance-linked bonus or a profit sharing scheme for key managerial personnel. However, key managerial personnel are entitled to bonus payable annually. The key managerial personnel do not have any interest in the Company other than to the extent of the remuneration of benefits to which they are entitled as per their terms of appointment, reimbursement of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by them, if any in the Company.

LOANS TO KEY MANAGERIAL PERSONNEL There are no loans outstanding to any of the Key Managerial Personnel as on the date of filing of DRHP. EMPLOYEE STOCK OPTION SCHEMES Till date Company has not introduced any Employees Stock Option Schemes/ Employees Stock Purchase Schemes. INTEREST OF KEY MANAGERIAL PERSONNEL No amount or benefit has been paid or given within the two preceding years or intended to be given to any of the directors or key managerial personnel except the normal remuneration for services rendered as directors, officers or employees. PAYMENT OR BENEFIT (NON-SALARY RELATED) TO OFFICERS OF THE COMPANY Except as stated in this Offer Document, no amount or benefit has been paid or given or is intended to be paid or given during the preceding two years to any of its officers except for the normal remuneration paid to Directors, officers or employees since the incorporation of the Company.

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PROMOTERS/ PRINCIPAL SHAREHOLDERS

Promoters

1. Mr. Siddhant Goyal

Mr. Siddhant Goyal, (25 years) is the promoter and Managing Director of the Company. He is a Bachelor of Business Administration from Boston University, USA. He joined Tunip Agro Ltd. in 2006 and has been responsible for business affairs of the company, developing market for products of the Company, analyze new areas of opportunity for the business, and accordingly introduce a new products in the market. He is also responsible for distribution of products in various parts of the country. Identification Details Voter ID Number JRW0792093 Driving License Number MH01 2007/0066634

2. Ms. Neeta Goyal

Mrs. Neeta Goyal, (49 years) is the promoter and Whole Time Director of the Company. She is a Bachelor of Arts (Economics) from Mumbai University. She has an experience of over 20 years. Presently, she is responsible for Human Resource and Administration in the Company. Identification Details Voter ID Number MT/04/024/030604 Driving Licence Number MH 01- 2005 69530

The Permanent Account Number, Bank Account Number and Passport Number of the Promoter has been submitted to BSE and NSE. Common Pursuits The Company does not have any group companies hence there are no common pursuits. Defunct Promoter Group Companies The Company does not have group companies. Business interest amongst group companies Since the company does not have any group companies there are no business interest among them. Interest of Promoters All the Promoters who are on the Board of Company may be deemed to be interested to the extent of the sitting fees and other remuneration for the services rendered and the reimbursement of expenses, if any, payable to them under the articles. The Promoters may also be deemed to be interested to the extent of

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the shares, if any, held by them or by the relatives or by firms or companies of which any of them is a partner and a director/member respectively. Except as mentioned above the promoters do not have any interest in the business of the company. Company/ firm from which the promoters have disassociated themselves during preceding three years. Mr. Siddhant Goyal has resigned as Director from ASP Synthetics Pvt. Ltd., Avon Synthetics Ltd. and Nitya Industries Ltd. w.e.f. March 31, 2009 and Ms. Neeta Goyal has resigned as Director from Avon Synthetics Ltd. and Siddhant Engineering & Consultants Pvt. Ltd. w.e.f. February 09, 2009 and March 31, 2009 respectively. Payment or benefit to Promoters of the Issuer Company Other than the salary and remuneration of the Promoter Directors, dividend, if any declared by the Company on shares held by them, there are no payment or benefit to promoters of the Company. Related Party Transactions as per Financial Statements The details of related party transactions please refer to page no. 107 of this Draft Red Herring Prospectus. CURRENCY OF PRESENTATION In this DRHP, all references to “Rupees” “Rs.” are to the legal currency of India and all references to “U.S. Dollars”, and “US$” are to the legal currency of the United States. Any percentage amounts, as set forth in “Risk Factors”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this DRHP, unless otherwise indicated, have been calculated on the basis of our financial statements prepared in accordance with Financial Statements prepared as per Indian GAAP. For the convenience of the Shareholders, as far as possible the reporting unit has been maintained as Rupees in Lacs (Rupees in Hundred Thousands).

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DIVIDEND POLICY The Board of Directors of the company may, at its discretion, recommend dividend to be paid to the members of the company. The factors that may be considered by the Board before making any recommendations for the dividend includes but not limited to profits/earnings during the financial year, liquidity of the 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 by the Board. The Board may also from time to time pay to the members interim dividend if it considers justified by the profits generated by the company. Till date the company has not paid any dividends.

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PART II

SECTION IV: FINANCIAL STATEMENTS AUDITORS’ REPORT

To, The Board of Directors Tunip Agro Ltd. 116, Commerce House 140, Nagindas Master Road, Mumbai-400023 1. We, Pankaj Dalal & Associates, Chartered Accountants (referred to as ‘Statutory auditors’) have

examined the attached financial information of Tunip Agro Limited (formerly Tunip Agro Private Limited) (‘Tunip’ or ‘the Company’), comprising summary Statement of Assets and Liabilities, as , summary Statement of Profits and Losses, as , and Statement of Cash flows, as and other financial information explained in paragraph 3 (f) 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) Regulations, 2009, as amended to date (‘SEBI Regulations’) and in terms of our engagement agreed upon with you in accordance with our engagement letter dated 30th Sept. 2009, in connection with the proposed issue of equity shares of the Company.

2. The above financial information have been prepared by the management from the standalone

financial statements of the Company (the Company has no subsidiaries) for the financial years ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and 31st March 2010. We have audited all the financial statements of the company since the financial year ended 31st March 2006.

3. In accordance with the requirements of Paragraph B of Part II of Schedule II to the Companies Act

1956, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, and the Guidance Notes issued in this regard by the Institute of Chartered Accountants of India (‘ICAI’), as amended from time to time, and in terms of our engagement as agreed with you, we further report that:

• The summary Statement of Assets and Liabilities of the Company, as 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 to this report.

• The summary Statement of Profits and Losses of the Company, for the year ended 31 March 2006,

31 March 2007, 31 March 2008, 31 March 2009 and 31 March 2010 as set out in 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 to this report.

• The Statement of Cash flows of the Company, for the 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 to this report.

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• Based on our examination of this summary statements we state that: 1. The summary statements have to be read in conjunction with the significant accounting

policies & notes to accounts given in Annexure to this report

2. The profits have been arrived after charging all expenses including depreciation & after making such adjustment & regroupings as in our opinion are appropriate in the year/period to which they are related

3. The accounts as given in the enclosed statements do not require any restatement since • There have been no adjustments for the changes in accounting policies respectively in

respective financial years. • There have no adjustments for the material amounts in the respective financial years to

which they relate. • There are no extra ordinary items that need to be disclosed separately in the accounts &

qualification requiring adjustments.

4. The company has not paid any dividends on equity shares in any of the years/periods mentioned above.

Other Financial Information • We have also examined the following other financial information set out in Annexure prepared by

the management and approved by the Board of Directors relating to the company - Statement of Other Income as appearing in this report.- Annexure IV - Statement of related party disclosures for the respective financial years- Annexure V - Statement of accounting ratios for the respective financial years - Annexure-VI - The Breakup of ageing schedule of sundry debtors for the respective financial years.- Annexure-

VII - Details of Loans & Advances Annexure-VIII - Secured &Unsecured loans in the respective financial year’s details of terms & conditions,

including interest rates, principal terms of security & repayment terms of the unsecured loans outstanding in the respective financial years. Annexure –IX

- Statement of Capitalization Annexure-X - Statement of Tax Shelter Annexure-XI - There are no segmental information that are required to be reported

In our opinion, the above financial information of the Company read with significant accounting policies appearing in Annexure to this report, after making adjustments and regroupings as considered appropriate and as set out in Annexure to this report, has been prepared in accordance with Paragraph B, Part II of Schedule II to the Companies Act , 1956, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, and the Guidance Notes issued in this regard by the Institute of Chartered Accountants of India (‘ICAI’), as amended from time to time, and in terms of our engagement as agreed with you.

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This report is intended solely for your information and use of management and for inclusion in the Draft Red Herring Prospectus 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 consent in writing. For Pankaj Dalal & Associates Chartered Accountants

Sd/- CA. Pankaj Dalal Proprietor Membership No. 041233 & FRN 107347W Place: Mumbai

Date: June 24, 2010

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Annexure-I Statement of Assets and Liabilities

(Rs. in lacs)

Particulars As On

31/03/2010 As On

31/03/2009 As On

31/03/2008 As On

31/03/2007 As On

31/03/2006 Fixed Assets a. Gross Block - Tangible Assets 6.66 6.59 4.91 1.88 1.22 - Intangible Assets 657.72 657.72 657.72 0.00 0.00 b. Less: Depreciation 3.01 2.14 1.28 0.57 0.30 c. Net Block 661.37 662.17 661.35 1.31 0.92 Capital Work In Progress 3.58 0.00 0.00 0.00 0.00 Investments 0.00 0.00 0.00 20.00 20.00 Current Assets, Loans & Advances Inventories 505.86 367.53 309.40 77.61 89.47 Sundry Debtors 298.97 170.25 330.76 50.63 39.12 Cash & Bank Balances 22.91 45.46 20.57 4.92 3.61 Loans & Advances 229.73 33.15 19.48 1.66 2.24 TOTAL 1057.47 616.39 680.21 134.82 134.44 Secured Loans 249.70 0.00 0.00 0.00 0.00 Unsecured Loans 89.23 71.70 125.00 125.00 99.50 Current Liabilities & Provisions Current Liabilities 154.62 110.96 172.75 47.51 72.56 Provisions 76.45 31.45 11.95 2.95 0.70 231.07 142.41 184.70 50.46 73.26 570.00 214.11 309.70 175.46 172.76 Net Worth 1152.42 1064.45 1031.86 -19.33 -17.39 Represented By Capital 755.75 755.75 755.75 1.00 1.00 Reserves & Surplus 414.40 323.23 299.34 1.57 1.06 Less Miscellaneous Expenditure 17.73 14.53 23.23 21.90 19.46 to the extent not w/off or adjusted Net Worth 1152.42 1064.45 1031.86 -19.33 -17.39

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Annexure-II Statement of Profit & Loss Account

(Rs. in lacs)

Particulars for the Year ended

31/03/2010 31/03/2009 31/03/2008 31/03//2007 31/03/2006 Income Sales-Mfg. 3893.96 2989.86 1672.07 328.04 260.03 Sales-Trading 193.40 0.00 0.00 0.00 0.00 Sales-Exports 55.50 0.00 0.00 0.00 0.00 Other Income 1.04 0.91 0.19 0.33 1.33 Increase (Decrease) in Inventory -152.37 69.21 41.54 -10.33 25.16 Total 3991.53 3059.98 1713.80 318.04 286.52 Expenditure Raw material Consumed 2492.23 1821.47 1013.88 149.86 117.3 Staff Cost 187.17 170.23 116.83 31.95 56.79 Other Manufacturing Expenses 436.57 431.6 298.47 28.3 30.75 Administrative Expenses 148.07 98.13 69.8 37.09 26.33 Selling & Distribution Expenses 556.79 485.06 190.21 67.8 53.72 Interest 31.65 7.22 0.00 0.00 0.00 Preliminary Expenses W/off 2.02 2.02 2.02 0.01 0.01 Depreciation 0.87 0.87 0.71 0.27 0.18 3855.37 3016.60 1691.92 315.28 285.09 Net Profit Before Tax 136.16 43.38 21.89 2.76 1.43 Less: Provision for Tax 45.00 14.50 7.50 1.00 0.50 91.16 28.88 14.39 1.76 0.93 Less: Provision for Fringe Benefit Tax 0.00 5.00 1.50 1.25 0.20 Profit After Tax 91.16 23.88 12.89 0.51 0.73 Add/Less: Profit/Loss of Previous Year 38.23 14.34 1.57 1.06 0.33 129.39 38.23 14.46 1.57 1.06 Prior Year Tax Adjustment 0.00 0.00 -0.12 0.00 0.00 Net Profit after tax transferred to Balance Sheet 129.39 38.23 14.34 1.57 1.06

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Annexure-III Cash Flow Statement

(Rs. in Lacs)

Particulars As On 31/03/2010

As On 31/03/2009

As On 31/03/2008

As On 31/03/2007

As On 31/03/2006

Cash Flow From Operating Activities Net Profit Before Tax 136.17 43.38 21.89 2.76 1.43

Add Depreciation & Amortization 9.57 9.57 9.41 6.97 5.05 Operating Profit Before Working Capital Changes 145.74 52.95 31.30 9.72 6.48 Adjustments For Changes In Inventories -138.33 -58.13 -231.79 11.86 -21.74 Sundry Debtors -128.72 160.51 -280.13 -11.51 -36.46 Loans & Advances -196.58 -13.67 -17.82 0.59 2.51 Current Liabilities & Provisions 88.66 -42.29 134.25 -22.81 62.68 Misc. Expenditure -11.90 0.00 -8.01 -9.13 -10.39 Direct Taxes -45.00 -19.50 -9.12 -2.25 -0.70 Net Cash From Operating Activities -431.87 79.87 -381.32 -23.53 2.38 Cash Flow From Investing Activities Additions In Fixed Assets -3.65 -1.69 -3.03 -0.65 -0.51 Investments 0.00 0.00 20.00 0.00 0.00 Cash Flow From Financing Activities Equity Fund Inflow 0.00 0.00 380.00 0.00 0.00 Unsecured Loans 17.53 -53.30 0.00 25.50 0.00 Secured Loans 249.70 0.00 0.00 0.00 0.00 Net Increase/Decrease In Cash & Cash Equivalent -168.29 24.89 15.65 1.31 1.87 Opening Cash & Cash Equivalent Balance 45.46 20.57 4.92 3.61 1.74 Closing Cash & Cash Equivalent Balance 22.91 45.46 20.57 4.92 3.61

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SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS

1. The financial statements are prepared under the historical cost convention, on the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (‘GAAP’) in India, mandatory accounting standards, as specified in the Companies (Accounting Standards) Rules, 2006 and as adopted consistently by the Company. The interim financial statements are prepared to conform to the Accounting Standard 25 on ‘Interim Financial Reporting’ as specified in the Companies (Accounting Standards) Rules, 2006. These financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2010. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

2. Revenue/Income and Cost/Expenditure are generally accounted on accrual as and when they are

earned or incurred. In case of fee based income, revenue is recognized based on the stage of completion of assignment and the bills raised. The preparation of financial statements in conformity with accounting standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include estimates for provision for doubtful debts, future obligations under employee retirement benefit plans and estimated useful life of fixed assets. Actual results could differ from these estimates.

3. The Company creates a provision when there is a present obligation as a result of a past event that

probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible but not probable obligation or a present obligation that may, but probably will not, entail an outflow of resources. When there is an obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

4. Sales are recognized net of returns, discounts, incentives, rebates & claims. 5. Fixed Assets are stated at cost of acquisition less depreciation. 6. Inventories are valued as-Raw material, Packing Material & Consumables at cost, Finished Goods at

lower of cost & net realizable value. Cost is determined on the basis of first-in first-out method. In respect of finished goods, cost includes appropriate share of manufacturing overheads, wherever applicable.

7. Obsolete and slow moving inventories are identified at the time of physical verification of inventories

and, where necessary, a provision for such inventories is recognised or the same is written-off. 8. Foreign exchange transactions are recorded at the exchange rates prevailing at the date of transaction.

Realised gains and losses on foreign exchange transactions during the year are recognised in the Profit and Loss Account. Monetary assets and monetary liabilities that are determined in foreign currency are translated at the exchange rate prevalent at the date of balance sheet. The resulting difference is recorded in the Profit and Loss Account.

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9. Investments are valued at cost, in the opinion of the management; the decline in value of investments if any is on account of market forces & is not of permanent nature, hence no provision has been made for such diminution.

10. The current assets, loans & advances are fully recoverable at the values stated if realized in the ordinary course of business.

11. Balances of Sundry Debtors, Sundry Creditors, Loans & Advances & other current liabilities are

subject to confirmations/reconciliations. 12. Inventories as valued & certified by the management. 13. The company is primarily engaged in business of fruit juices & milk based drinks, which are

governed by the same set of risk & return & therefore the entire business is covered under one food segment.

14. Related Party Transaction

Directors Remuneration paid or payable under the companies Act 1956

(Rs. In Lacs) Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006

Mr. Siddhant Goyal-Managing Director

15.00 4.80 NIL NIL NIL

Mrs. Neeta Goyal-Whole Time Director

15.00 4.80 1.10 NIL NIL

Mrs. Varsha Agrawal Rodwald-Director

NIL NIL NIL 3.00 3.00

Unsecured Loan

(Rs. In Lacs) Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006

Mr. Siddhant Goyal-Managing Director

NIL 8.06 NIL NIL NIL

Mrs. Neeta Goyal-Whole Time Director

NIL 15.21 NIL NIL NIL

Interest Paid on Unsecured Loan

(Rs. In Lacs) Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006

Mr. Siddhant Goyal-Managing Director

NIL 0.51 NIL NIL NIL

Mrs. Neeta Goyal-Whole Time Director

NIL 1.68 NIL NIL NIL

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15. Amalgamation of Pyramid Infoway Pvt. Ltd. & Tunip Exports Pvt. Ltd. With the company was approved by the Bombay High Court on 10th October 2008 effective from 1st April 2007 & all the assets, properties & all the debts & liabilities, duties & obligations of Pyramid Infoway Pvt. Ltd. & Tunip Exports Pvt. Ltd. Were transferred to the company & thus pursuant to scheme of amalgamation 65,97,500 equity shares were allotted to the shareholders of Pyramid Infoway Pvt. Ltd. & Tunip Exports Pvt. Ltd.in the ratio of 325 equity shares were allotted for every 1 equity share held by the share holders of Pyramid Infoway Pvt. Ltd. & Tunip Exports Pvt. Ltd Without payments being received in cash.

16. Particulars of Manufactured & Traded Goods

Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006

Turnover Juice Manufactured & Finished Goods Purchased

93,92,022 lts. Rs.4087.37 Lacs

70, 55,938 lts. Rs.2989.86 Lacs

46, 14,755 lts. Rs.1672.07 Lacs

5, 76,779 lts. Rs.328.04 Lacs

4, 69,167 lts. Rs.260.03 Lacs

Others Traded-Export

Rs.55.50 Lacs NIL NIL NIL NIL

Raw Material Consumed

Rs.1356.21 Lacs

Rs.969.91 Lacs

Rs.574.97 Lacs

Rs.77.04 Lacs

Rs.54.25 Lacs

Purchase of Finished Juice

Rs. 307.19 Lacs

NIL NIL NIL NIL

Production Juice 88,28,558 lts. 71, 35,056 lts. 49, 38,553 lts. 5.37,034 lts. 5, 18,024 lts.

Closing Stock Finished Goods 10,67,135 lts.

Rs.321.35 Lacs

5, 26,851 lts. Rs.166.52 Lacs

4, 47,733 lts. Rs.97.32 Lacs

1, 23,935 lts. Rs.55.77 Lacs

1, 63,680 lts. Rs.66.10 Lacs

Raw Materials Rs.109.96 Lacs

Rs.145.78 Lacs

Rs.98.45 Lacs NIL NIL

Consumables Rs.33.04 Lacs Rs.20.68 Lacs Rs.38.60 Lacs Rs.2.30 Lacs Rs.1.99 Lacs

Packing Materials

Rs. 41.51 Lacs Rs.34.53 Lacs Rs.75.04 Lacs Rs.19.54 Lacs Rs.21.38 Lacs

17. Value of Raw Materials, Packing Materials & Consumables consumed

Rs. in Lacs Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006

Raw Materials Imported Rs.78.39 Rs.320.70 Rs. 199.38 Rs.42.72 Rs.18.69

Indigenous Rs.1277.82 Rs.649.21 Rs.375.59 Rs.34.32 Rs.35.56 Packing Materials Imported NIL NIL NIL NIL NIL Indigenous Rs.874.30 Rs.667.50 Rs.370.18 Rs.58.62 Rs.54.68 Consumables Imported NIL 2.20 Lacs NIL NIL NIL Indigenous Rs.261.72 181.05 68.73 14.22 8.37

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18. CIF Value of Imports (Rs. In Lacs)

Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006 Raw materials 78.39 320.70 199.38 42.72 18.69 Packing materials NIL NIL NIL NIL NIL

Consumables NIL 2.20 NIL NIL NIL

19. Earnings in Foreign Exchange (FOB) (Rs. In Lacs)

Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006 EXPORT SALES 55.50 NIL NIL NIL NIL

20. The assessment of the company for A Y 2006-07 has been completed under section 147 r.w.s. 143(3) of

the Income Tax Act 1961 on 30/12/2009 & learned ITO has raised a demand of Rs.37, 01,551/- (Rs. Thirty Seven Lac one thousand five hundred fifty one only) for which company has filled a rectification application as well as an appeal against the said order & the same is already heard & management of the company expects favorable decision. As informed to us other than this there is no amount for which the company is contingently liable In respect of all statutory dues receivable/payable from/to Government Authorities the same are subject to reconciliation & completion of final assessment & hence the same are not provided in the books of accounts.

(Rs. In Lacs) Particulars 31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006

Contingent Liabilities

37.01 NIL NIL NIL NIL

21. Preliminary Expenses & Market Development Expenses are written off over period of five years. 22. Provision for the payment of Gratuity as on 31/03/2010 has been determined by an actuary

appointed for the purpose. 23. Previous year’s figures are regrouped wherever necessary.

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Annexure-IV DETAILS OF OTHER INCOME

(Rs. in lacs)

Particulars for the Year ended

31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006 Bank Interest 1.04 0.91 0.19 0.33 1.33

Annexure-V LIST OF RELATED PARTIES & RELATIONSHIP As required under accounting standard (AS 18) , the following details of transactions during the respective years with related parties

Particulars As On 31/03/2010 Relation

Mr. Siddhant Goyal Managing Director W.E. F. 01/04/2008 Mrs. Neeta Goyal Whole Time Director W.E.F. 01/04/2008 Mrs. Varsha Agrawal Rodawald Director Resigned W.E. F. 04/12/2007

DETAILS OF RELATED PARTY TRANSACTION

Particulars As On

31/03/2010 As On

31/03/2009 As On

31/03/2008 As On

31/03/2007 As On

31/03/2006 Mr. Siddhant Goyal- Managing Director Remuneration 15.00 4.80 Nil Nil Nil Unsecured Loan Nil 8.06 Nil Nil Nil Interest on Unsecured Loans Nil 0.51 Nil Nil Nil Mrs. Neeta Goyal- Whole Time Director/Director Remuneration 15.00 4.80 1.10 Nil Nil Unsecured Loan Nil 15.21 Nil Nil Nil Interest on Unsecured Loans Nil 1.68 Nil Nil Nil Mrs. Varsha Agrawal Rodawald- Directors Remuneration Nil Nil Nil 3.00 3.00 (Resigned on 04/12/2007 )

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Annexure-VI ACCOUNTING RATIO

Particulars As On

31/03/2010 As On

31/03/2009 As On

31/03/2008 As On

31/03/2007 As On

31/03/2006 Profit After Tax 91.17 23.88 12.89 0.51 0.73 Net Worth (Rs. In Lakhs) 1152.42 1064.45 1031.86 -19.33 -17.39 Earning Per Share(Eps) 1.21 0.32 0.17 5.10 7.30 Return On Net Worth (%) 7.92 2.24 1.25 NA NA Net Asset Value Per Share (Rs.) 15.25 14.08 13.65 NA NA

Annexure-VII DETAILS OF SUNDRY DEBTORS

Particulars As On 31/03/2010

As On 31/03/2009

As On 31/03/2008

As On 31/03/2007

As On 31/03/2006

Unsecured Considered Good O/S For More Then Six Months 4.82 9.78 0 0 0 Others 294.15 160.47 330.76 50.63 39.12 Total 298.97 170.25 330.76 50.63 39.12

Note : None Of The Above Debtors Are Related To The Promoters/Directors Of The Company Annexure-VIII DETAILS OF LOANS & ADVANCES

Particulars As On

31/03/2010 As On

31/03/2009 As On

31/03/2008 As On

31/03/2007 As On

31/03/2006 Unsecured Considered Good Advances Recoverable In Cash

Or In Kind For Value To Be Recd. 155.70 0.00 15.88 0.00 0.00 Deposits 1.06 1.06 0.01 0.01 0.01 Other Loans & Advances 5.53 2.96 0.00 0.00 1.90 Payment Of Taxes 65.56 27.20 2.94 0.33 0.33 Staff Advances/Loans 1.87 1.93 0.65 1.32 0.00

Total 229.72 33.15 19.48 1.66 2.24

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Annexure-IX DETAILS OF SECURED & UNSECURED LOANS Secured loans :

Particulars Sanctioned Amount

Outstanding Amount As On

31/03/10

Rate Of Interest

(%)

Tenure Months

Security

Sicom Investments & Finance Ltd. 500.00 249.70 24.00 36 #

#Secured By First Charge By Way Of Hypothecation Of Whole Of Current Assets Of The Company, Both Present & Future, Exclusive Charge Of Hypothecation Of The Brand Onjus, Personal Guarantees & Pledge Of Part Shareholdings Of Mr. Siddhant Goyal & Mrs. Neeta Goyal-Directors/Promoters Of Co.

Particulars As On

31/03/2010 As On 31/03/2009

As On 31/03/2008

As On 31/03/2007

As On 31/03/2006

Unsecured Loans From Banks 54.61 48.43 From Others 34.62 0.00 125.00 125.00 99.50 From Whole Time Director-Neeta Goyal 15.21 From Managing Director-Siddhant Goyal 8.06 Total 89.23 71.70 125.00 125.00 99.50

Particulars

Sanctioned Amount

Outstanding Amount As On 31/03/10

Rate Of Interest

(%)

Tenure Months

EMI Amount

Unsecured Loans From Bank Barclays 21.00 11.90 18.00 36 0.76 Deutsche 25.00 21.62 17.50 36 0.9 Hdfc 7.17 4.33 Na 36 0.27 Standard Chartered 25.00 16.76 20.00 36 0.93 From Others Reliance Capital 20.00 10.57 NA 18 1.27 Religare Finvest 15.55 10.99 NA 24 0.77 Tata Capital 15.00 13.06 NA 36 0.55

Total 89.23

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Annexure-X CAPITALISATION STATEMENT

(Rs. in Lacs)

Particulars Pre-Issue

As On 3/31/2010 Post Issue Long Term Debts 0.00 (.) Short Term Debts 338.93 (.) Share Holders Funds Share Capital 755.75 (.) Reserves 414.45 (.) Total Share Holders Funds 1170.2 (.) Total Term Debt/Equity 0.29:1

Annexure-XI STATEMENT OF TAX SHELTER

Particulars for the Year ended

31/03/2010 31/03/2009 31/03/2008 31/03/2007 31/03/2006 Net Profit Before Tax As Per P & L A/C 136.17 43.38 21.89 2.76 1.43 Normal Tax Rate % 34.00 30.90 30.90 33.66 33.66 Tax On Above 46.30 13.40 6.76 0.93 0.48

Depreciation As Per Co. Act 0.87 0.87 0.71 0.27 0.18 Depreciation As Per I.Tax 0.68 1.45 1.37 0.39 0.18 Net Taxable Income 136.36 42.80 21.23 2.64 1.43 Tax Paid/Payable On Above 46.36 13.23 6.56 0.89 0.48 Difference Between Book Dep. & I.Tax Dep. 0.06 0.58 0.66 0.12 0.00 Tax Saving On Above -0.02 0.18 0.20 0.04 0.00

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CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS

There are no changes in accounting policies of the Company in the last three years.

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Tunip Agro Limited

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements

a. Overview of the Business: The Company is presently engaged into manufacturing and marketing of fruit juices under the Brand “ONJUS”.

b. Significant Development Subsequent to Last Financial Period The Directors confirm that there have been no events or circumstances since the date of the last financial statements as disclosed in the DRHP which materially or adversely affect or is likely to affect the manufacturing or profitability of the company, or the value of the assets, or the ability to pay liabilities within next twelve months.

c. Factors that may affect Results of Operations Except as otherwise stated in this Offer Document, the Risk Factors given in this Offer Document and the following important factors could cause actual results to differ materially from the expectations include, among others:

• General economic and business conditions; As a company operating in India, it is affected by the general economic conditions in the country. The

Indian economy has grown steadily over the past several years. This improved performance was propelled by the growth in industrial activity and robust services sector. The overall economic growth will therefore impact the results of its operations. The growth prospects of the business of the Company and its ability to implement the strategies will be influenced by macroeconomic growth. The Company also proposes to set up its own manufacturing plant in Sri Lanka and any significant changes in the general economic conditions of Sri Lanka and any significant changes in Free Trade Agreement between India and Sri Lanka will affect the business of the Company.

• The ability to successfully implement its strategy and its growth and expansion plans;

The growth plans of the Company are considerable and would put significant demands on the management team and other resources. Any delay in implementation of its strategy and its growth and expansion plans could impact the Company’s roll out schedules and cause cost and time over runs.

• Factors affecting industrial activity;

Any change in the factors such as industrial policies, tariffs, excise duties etc which may affect the activities of the food processing industry may also affect the results of operation.

• Increasing competition in the industry;

The competitors of the Company in the domestic market are from other well established brands such as Tropicana, Real, Parle Agro, Balan Foods, Fresh Gold, etc. The Company also faces competition from unorganized sector like street vendors etc.

• Cyclical or seasonal fluctuations in the operating results;

Cyclical or seasonal fluctuations in the operating results of the Company may affect the enduring financial performance at large.

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• Changes in laws and regulations that apply to the industry;

There are some laws and regulations applicable to the industry in which the Company operates, which the Company has to comply/ follow. In case of a failure to comply with these laws and regulations or to obtain or renew the necessary permits and approvals our business may be affected.

• Changes in fiscal, economic or political conditions in India and Sri Lanka; External factors such as recession, economic downturn and social turmoil in many parts of the world could constrain the ability of the Company to do business, increase the costs and negatively affect the financial performance of the Company.

• Social or civil unrest or hostilities with neighboring countries or acts of international terrorism;

Factors such as potential terrorist attacks, acts of war or geopolitical and social turmoil in many parts of the world could constrain our ability to do business, increase the costs and negatively affect our performance. These geopolitical, social and economic conditions could result in increased volatility in India and worldwide financial markets and economy, and such volatility could constrain our ability to do business.

• Changes in the foreign exchange control regulations, interest rates and tax laws in India.

Any change in the foreign exchange control regulation, mainly interest rates and tax laws pertaining to India affects the liquidity of cash in the market which in turn affects the purchasing power of the economy.

d. Discussion on the Results of Operations The following discussion of the financial condition and results of operations for the financial year ending March 31, 2010, 2009, 2008 and 2007 respectively including the notes thereto and the reports thereon which appear in this Offer Document. The Audited Financial Statements are prepared in accordance with the Indian Accounting Standards

(Rs. In Lacs) Particulars March 31,

2010 March 31,

2009 March 31,

2008 March 31,

2007 Total Income 3991.53 3059.98 1713.80 318.04 Total expenditure 3855.37 3016.60 1691.92 315.28 Total Expenditure as a % of Total Income

96.59 98.58 98.72 99.13

Depreciation 0.87 0.87 0.71 0.27 Depreciation as % of Total Income 0.02 0.03 0.04 0.08 Finance Cost 31.65 7.22 0.00 0.00 Finance Cost as % of Total Income 0.79 0.24 0.00 0.00 Profit / (loss) before Tax 136.16 43.38 21.89 2.76 Profit / (loss) before Tax as % of Total Income

3.41

1.42 1.28 0.89

Profit / (loss) after tax and extra ordinary items

91.16 23.88 12.89 0.51

Profit / (loss) after tax as % of Total Income

2.28

0.78 0.75 0.16

Note: Figures have been regrouped wherever necessary to make the data comparable

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e. Comparison of Recent Financial Years / Periods with Previous Financial Years / Periods Financial performance for FY 2009-10 vs. FY 2008-09 Total Income: The total income of the Company increased from Rs. 3059.98 lacs in the Financial Year 2008-09 to Rs. 3991.53 lacs in the Financial Year 2009-10. The increase of Rs. 931.55 lacs (i.e. a growth of almost 30.44%) in the total income was on account of further expansion of distribution network in various parts of the country. Total Expenses: Total expenses increased from Rs. 3016.60 Lacs in the Financial Year 2008-09 to Rs. 3855.37 Lacs for the Financial Year 2009-10. The increase of Rs. 838.77 lacs (i.e. increase of 27.81%) was on account of increase in consumption of raw material to meet increasing market demand of products and amount spent on advertising and promotion to create brand awareness in the market. Net Profit After Tax: The company has reported a profit after tax of Rs. 23.88 lacs for the financial year 2008-09 which was increased to Rs. 91.16 lacs for the financial year 2009-10. The increase in profit for the period of Rs. 67.28 lacs (i.e. 281.74%) was due to benefits of economies of scale and increase in sales turnover during the year. Net Fixed Assets: The Net fixed Assets of the Company was Rs. 662.17 lacs for the financial year 2008-09 which was marginally decrease to Rs. 661.37 lacs in the financial year 2008-09. The marginal decrease of Rs.0.80 lacs (i.e. 0.12%) was due to charge of depreciation. Increase in Loans: Loan amount for the financial year 2008-09 was Rs. 71.70 lacs which went up to Rs. 338.93 lacs during the financial year 2009-10. During the year the Company has been sanctioned a secured loan of Rs. 500.00 lacs from SICOM out of which Rs. 249.70 lacs was disbursed during the year and additionally Rs. 17.53 lacs was by way of unsecured loan which were utilised to meet the working capital requirements of the company. Financial performance for FY 2008-09 vs. FY 2007-08 Net Sales: The total income of the Company increased from Rs. 1713.80 lacs in the Financial Year 2007-08 to Rs. 3059.98 lacs in the Financial Year 2008-09. The increase of Rs. 1346.18 lacs (i.e. a growth of almost 78.55%) in the total income was on account of expansion of distribution network in various parts of the country.

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Total Expenses: Total expenses increased from Rs. 1691.92 Lacs in the Financial Year 2007-08 to Rs. 3016.60 Lacs for the Financial Year 2008-09. The increase of Rs. 1324.68 lacs (i.e. increase of 78.29%) was on account of increase in business turnover and increase in expenses towards distribution centers due to high rent paid for warehouses. The increase in turnover is also on account of increase in amount spent on advertising and promotion. Depreciation: Depreciation charged for the financial year 2007-08 amounted to Rs. 0.71 lacs which was increased to Rs. 0.87 lacs for the financial year 2008-09. The marginal increase of Rs. 0.16 lacs (ie. 22.54%) was due to increase in miscellaneous fixed assets. Net Profit After Tax: The company has reported a profit after tax of Rs. 12.89 lacs for the financial year 2007-08 which was increased to Rs. 23.88 lacs for the financial year 2008-09. The increase in profit for the period was Rs. 10.99 lacs (i.e. 85.26%) which was due to increase in sales turnover during the year. Increase in Net Fixed Assets: The Net fixed Assets of the Company was Rs. 661.35 lacs for the financial year 2007-08 which was increased to Rs. 662.17 lacs in the financial year 2008-09. The marginal increase of Rs.0.82 lacs (i.e. 0.12%) was due to purchase of computers and office equipments. Decrease in Loans: Loan amount for the financial year 2007-08 was Rs. 125.00 lacs which went down to Rs. 71.70 lacs during the financial year 2008-09. This decrease in loan of Rs. 53.30 lacs was due to partial repayment of short-term loans taken from Directors. Financial performance for the FY 2007-08 vs. Financial Year 2006-07 Net Sales: The total income of the Company increased from Rs. 318.04 lacs in the Financial Year 2006-07 to Rs. 1,713.80 lacs in the Financial Year 2007-08. The increase of Rs. 1,395.76 lacs (i.e. a growth of almost 438.86%) in the sales was on account of increase in new distribution channels and introduction of new products such as ONJUS Guava and ONJUS Apple during the year. Total Expenses: Total expenses increased from Rs. 315.28 Lacs in the Financial Year 2006-07 to Rs. 1691.92 Lacs for the Financial Year 2007-08. The increase of Rs. 1,376.74 lacs (i.e. increase of 436.67%) was on account of increase in business turnover which in turn lead to increase in overall cost of production such as rise in purchase of raw material, packing material & consumables and transportation cost.

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Depreciation: Depreciation charged for the financial year 2006-07 amounted to Rs. 0.27 lacs which increased to Rs. 0.71 lacs for the financial year 2007-08. The increase of Rs. 0.44 lacs (ie. 162.96%) was due to purchase of certain miscellaneous fixed assets. Net Profit After Tax: The company has reported a profit after tax of Rs. 0.51 lacs for the financial year 2006-07 which was increased to Rs. 12.89 lacs for the financial year 2007-08. The increase in profit for the period was Rs. 12.38 lacs (i.e. 2427.45%) which was due to increase in sales turnover during the year. Increase in Net Fixed Assets: The Net fixed Assets of the Company was Rs. 1.31 lacs for the financial year 2006-07 which was increased to Rs. 661.35 lacs in the financial year 2007-08. The increase of Rs.660.04 lacs was due to acquisition of trade marks on amalgamation of TEPL and PIPL with the Company pursuant to the scheme of amalgamation approved by the Bombay High Court. An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There have been no events, other than as described in this Offer Document, which may be called “unusual” or “infrequent”.

2. Significant economic changes that materially affected or are likely to affect income from continuing

operations Any slowdown in the growth of Indian, Sri Lankan and global economy or future volatility in global

commodity prices, could affect the business, including the future financial performance, shareholders’ funds and ability to implement strategy and the price of the Equity Shares.

3. Known trends or Uncertainties that have had or are expected to have a material adverse impact on

sales, revenue or income from continuing operations There are no known trends or uncertainties that have or had material adverse impact on the income, costs

and profits of the company from continuing operations. 4. Future changes in relationship between costs and revenues, in case of events such as future increase in

labour or material costs or prices that will cause a material change are known Increase in the cost of the raw material or any other intermediate products in which the Company deals,

will affect the profitability of the company. 5. The extent to which material increases in net sales or revenue are due to increased sales volume,

introduction of new products or services or increased sales prices

The increase in net sales is mainly due to the increase in sales volume. By outsourcing current manufacturing facilities from Sri Lanka has helped the Company gaining a considerable edge in

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maintaining the prices and improving its profitability. At the same time, the Company has introduced new products time to time, which have also contributed to an increase in net sales.

6. Total turnover of each major industry segment in which the Company operated

The Company operates in packaged juice industry and is one of the major players in Indian Industry. Any increase / decrease in the turnover of the industry may affect our performance.

7. Status of any publicly announced new product Over the course of last 5 years, the company has launched several products in the retail market. These products are in the form of new flavors in the fruit-based beverages category. These products are directly launched in the traditional and organized retail markets. The launch of new flavors was supported by print-media advertising to generate consumer awareness.

8. The extent to which the business is Seasonal

The package juice industry is becoming a part of the daily diet of Indian middle class consumer. The raw material such as food concentrates are imported from various parts of the world depending on their availability. Hence the business is not seasonal and no major cyclical trends are observed in this industry.

9. Competitive conditions

For a discussion of the competitive conditions that the Company faces please see the section “Competition” on page 60 of this DRHP.

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SECTION V - LEGAL AND REGULATORY INFORMATION OUTSTANDING LITIGATION, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES There are no outstanding litigations against the Company, its Directors, Promoters or any disputes, tax liabilities, non -payment of statutory dues, overdues to banks/ financial institutions, defaults against banks/ financial institutions, defaults in creation of full security as per terms of issue/ other liabilities, proceedings initiated for economic/ civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against the Company, its Directors and the Promoters.

A. Cases against the Company

1. Cases of Civil nature: NIL

2. Cases of criminal nature: NIL

3. Proceedings against Income Tax Act and Sales Tax Act: NIL 4. Legal Proceedings against directors of the Company: NIL 5. Legal Proceedings against the promoters: NIL

B. Cases filed by the Company

Sr. No.

Reference Case No.

Opposite Party Case details

1. C.C. No. /SS of 2010 Before The Additional Chief Metropolitan Magistrate, 38th Court Ballard Pier Mumbai

Accused

1. Wadhwan Food Retail Private Ltd.

2. Mr. Kapil

Wadhawan 3. Mr. Dheeraj

Wadhawan 4. Mr. Gaurav Modwel 5. Mr. Ashok Bhasin (Managing Director) 6. Mr. Rajan Bhalla

7. Mr. Praddeep

Chechani All having address

at Plot No. A 59 and 60 Ttc Industrial

Tunip Agro Ltd. (the Company) is the complainant. Wadhawan Food Retail P Ltd. owns and operates foods and grocery retail chain under the brand name Spinach. In the ordinary course of business, accused no. 1 placed purchase orders for supply of goods mentioned in the invoices. At the time of placing the orders, the accused induced the complainant for supply of goods representing that the accused shall repay the price of the goods after delivery of the goods without fail. Pursuant to the order placed by accused No. 1, the complainant has sold, supplied and delivered to the accused the goods. After the supply of goods, which were accepted by accused no. 1 without any dispute as to the quality and quantity of the goods, the company raised various

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Area Mahape Navi Mumbai

8. Wadhawan Food

Retail P Ltd.

Punkar warehousing Compound Charoli Budruk Godown No. 3 Near Balaji Temple Pune

invoices for demanding the amount, aggregating to Rs.1,38,737. When the Company repeatedly contacted accused No. 1 and 8 for payment, the accused avoided making payment. At the time of placing the orders, the accused had assured, promised and represented to the complainant that all payments will be made after receipt of goods. Believing the representations and assurances of the accused to be true, the complainant was induced to supply the goods. The complainant caused a notice to be issued to the accused on 12.12.2009. It has been alleged in the complaint that since inception the accused had no bonafide or genuine intention/desire to pay the amount and by making false representations with regards to the payment the accused induced the complainant to supply the goods and to part the complainant with the goods supplied to the accusesd, thereby the accused had caused wrongful loss to the complainant. The accused had thus committed an offence punishable under section 420 of Indian Penal Code read with section 34 of the IPC. The complainant had prayed that the accused be tried for the said offence. The complaint is pending.

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MATERIAL DEVELOPMENTS In the opinion of the Board of Directors of the Company, there have not arisen, since the date of the last audited financial statements disclosed in this Offer Document, any circumstances that materially or adversely affect or are likely affect the profitability of the Company or the value of the Company’s assets or its ability to pay its material liabilities within the next twelve months.

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GOVERNMENT/STATUTORY AND BUSINESS APPROVALS

On the basis of the indicative list of approvals below, the Company is permitted to carry on business activities and no further major approvals from any Government authorities or regulatory authority or any other entity are required by the Company to undertake the Issue or continue these business activities. It must be understood that, in granting these licenses, Government of India and/ or Reserve Bank of India does not take any responsibility for Company’s financial soundness or for the correctness of any of the statements made or opinion expressed in this behalf.

The Company has received the following approvals/licenses/permissions:

1. Certificate of Incorporation No. U 15100 MH 2004 PTC 148387 03.09.2004 issued by the Registrar of Companies, Mumbai in the name of Tunip Agro Private Limited.

2. Fresh Certificate of Incorporation dated 29.01.2008 issued by the Registrar of Company, Maharashtra

consequent to the conversion of the Company into a public company.

3. The Corporate Identity Number of the Company issued by the Registrar of Companies, Mumbai is U 15100 MH 2004 PLC 148387.

4. Permanent Account Number AACCT0817D issued by the Income-Tax Department.

5. Tax Deduction Account Number MUMTii447C issued by the Income Tax Officer (TDS).

6. Tax Payer Identification No. (TIN) (Central) 27870064993 issued by Sales Tax Officer (II), Registration

Branch, Mazgaon, Mumbai, for registration of the Company as a dealer under Central Sales Tax Act.

7. Tax Payer Identification No. (TIN) 27870064993 issued by Sales Tax Officer (II), Registration Branch, Mazgaon, Mumbai, for registration of the Company as a dealer under Maharashtra Value Added Tax Act, 2002.

8. Certificate of Registration bearing No. P/CST/7671 dated 21.11.2005 issued by Commercial Tax Officer,

Panaji Ward for registration of the Company as a dealer under Central Tax Act.

9. Letter dated 21.11.2005 issued by the Commercial Tax Officer, Panjim Ward, Goa informing the registration under Goa Value Added Tax under TIN 30620105433. The Company is yet to receive the certificate for the same.

10. Certificate of Registration (TIN) bearing No. 32150796063C issued by Commercial Tax Officer, Aluga for

registration under Kerala Value Added Tax, 2003

11. Certificate of registration bearing No. 03732005563 for registration under Punjab AAT, 2005.

12. Certificate of registration bearing No. CHA 23665 dated 24.8.2005 issued by the Assessing Authority, Chandigarh for registration under Punjab Sales Tax Act, 1948. The Certificate is valid from 31.5.2005 to 6.6.2010.

13. Certificate of Registration bearing No. CHA. CST No.23464 issued by Notified Authority, Chandigarh for

registration under Central Sales Tax Act, 1956.

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14. Certificate of Registration bearing No. (TIN) 08401664513 dated 27.09.2007 issued by the Competent Authority for registration under Rajasthan VAT Act, 2003.

15. Certificate of Registration bearing No. 08401664513 (Central) dated 27.09.2007 issued by the Notified

Authority for registration under Central Sales Act, 1956.

16. Certificate of Registration bearing No. LC/072/0714281598/1204 dated 31.1.2005 for registration under Delhi Sales Tax, 1975.

17. Certificate of Registration (TIN) bearing No.29060356842 dated 28.4.2005 issued by Assistant

Commissioner of Commercial Taxes, 1st Additional Circle, Bangalore under Karnataka Value Added Tax Act, 2003.

18. Certificate of Registration bearing No. KST 91318440 issued Assistant Commissioner of Commercial

Taxes, 1st Additional Circle, Bangalore for registration under Karnataka Sales Tax Act.

19. Certificate of Registration (TIN) bearing No. 33451324670 dated 9.6.2009 issued by Assistant Commissioner (CT), Porur Assessment Circle, Porur Circle for registration under Tamil Nadu Value Added Tax, 2006.

20. Certificate of Registration bearing No. 893695 dated 19.7.2007 issued by Assistant Commissioner (CT),

Porur Assessment Circle, Porur Circle for registration under Central Sales Tax Act.

21. Certificate of Registration (TIN) bearing No. 28306103004 dated 10.6.2009 issued by Commercial Tax Officer, VAT Registering Authority, Marredpally Circle, Hyderabad for registration under Andhra Pradesh Value Added Tax Act, 2005.

22. Certificate of Registration bearing No. 24575500921 dated 22.10.2007 issued by the Assistant

Commissioner of Commercial Tax Unit-21, Ahmedabad for registration under Central Sales Tax, 1956.

23. Certificate of Registration bearing No. 24575500921 dated 22.10.2007 issued by the Assistant Commissioner of Commercial Tax Unit-21, Ahmedabad for registration under Gujarat Value Added Tax, 2003.

24. Certificate of Registration bearing No. 19603659067 dated 3.10.2007 issued by Assistant Commissioner of

Sales Tax, Behala Circle, for registration under West Bengal Value Added Tax Rules, 2005.

25. Certificate of Registration bearing No. 19603659061 (Central) dated 3.10.2007 issued by Assistant Commissioner of Sales Tax, Behala Circle, for registration under Central Sales Tax, 1956.

26. Registration under Employees’ Provident Fund Act 1952 – The Company is in the process of applying for

the registration of the same.

27. Registration under Employees’ State Insurance Act, 1848- The Company is in the process of applying for the registration of the same.

28. Registration No. PT/R/1/1/21/33957 under Maharashtra State Tax on Professions, Trades, Callings and

Employments Act, 1975.

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29. Certificate of Registration No. A024893, issued by the Inspector Ward A, Bombay Shops and Establishments Act, 1948. The registration is for the Company’s Registered Office at 116, First Floor, Commerce House, 140, Nagindas Master Road., Mumbai 400 023 and is valid till 31.12.2010.

30. Certificate of Registration No.671 under Standard Weights and Measures (Packaged Commodities) Rules,

issued by the Legal Metrology, Mumbai.

31. License No. FPO/13377-R dated 14.10.2004 issued by Deputy Director, Fruit & Vegetable Preservation, Ministry of Food Processing Industries, Government of India. The License has been renewed from time to time and the same is valid till 31.12.2010. The License covers relabelling of Fruit Juices/Beverages (except Sweetened Aerated water).

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OTHER REGULATORY AND STATUTORY DISCLOSURES

A) AUTHORITY FOR THE PRESENT ISSUE

The Board has, pursuant to resolution passed at its meeting held on December 01, 2009, authorised the Issue subject to the approval by the shareholders of the Company under Section 81(1A) of the Companies Act. The shareholders of the Company have authorised the Issue by a special resolution passed pursuant to Section 81(1A) of the Companies Act, at an Extra Ordinary General Meeting held on March 03, 2010.

B) PROHIBITION BY SEBI

The Company, its Promoters, its Directors or any of the Company’s associates or group companies and companies with which the Directors of the Company are associated as Directors or Promoters, or Directors or Promoters in control of, of the promoting Company, are currently not prohibited from accessing or operating in the capital market under any order or direction passed by SEBI. The Promoters, their relatives (as per Act), the Company, group companies, associate companies are not detained as willful defaulters by RBI / Government authorities except that Mr. Tulsidas B. Goyal, father of Mr. Siddhant Goyal is one of the promoters of Enkay Texofood Industries Limited (ETIL) which is a listed entity on the BSE and NSE. ETIL has been registered with Board of Industrial and Financial Reconstruction (BIFR) since November 20, 2005. The equity shares of ETIL have been suspended by BSE and NSE. ETIL is a willful defaulter with RBI.

C) COMPLIANCE WITH SEBI GUIDELINES The Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. In this regard the Company has appointed Mr. Latesh Shah, Company Secretary as Compliance Officer of the Company.

D) Eligibility for the Issue

The Company is eligible for making an Issue as per regulation 26(1) of the ICDR 2009, which states as follows: (a) The company has net tangible assets of at least Rs. 3 crores in each of the preceding 3 full years (of 12

months each), of which not more than 50% is held in monetary assets. (b) The company has a track record of distributable profits in terms of Section 205 of the Companies Act,

1956, for at least three (3) out of immediately preceding five (5) years.

(c) The company has a net worth of at least Rs. 1 crore in each of the preceding 3 full years (of 12 months each).

(d) In case the company has changed its name within the last one year.

(e) The aggregate for the proposed issue and all previous issues made in the same financial year in terms

of size (i.e., offer through offer document + firm allotment + promoters’ contribution through offer document). Does not exceed five (5) times its pre-issue Networth as per the audited balance sheet of the last financial year.)”

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The distributable profits of the company and its net worth for the last five financial years/ period ended on March 31, 2006, 2007, 2008, 2009 and 2010 as per the financial statements of the company are as under:

Rs. in lacs Particulars For the Financial Year Ended March 31

2010 2009 2008 2007 2006 Distributable Profits 91.16 23.88 12.89 0.51 0.73 Net Worth 1152.42 1064.45 1031.86 (19.33) (17.39) Net Tangible Assets 494.70 406.73 374.14 (19.33) (17.39) Monetary Assets 22.91 45.46 20.57 4.92 3.61 Monetary Assets as a % of Net Tangible Assets 4.63 11.18 5.50 - -

The Company satisfies all the criterias, laid down in regulation 26(1) of the ICDR Regulations 2009. However, the Company is doing a “voluntary book – building issue” wherein the Company proposes to allot upto 50% of the Issue to QIBs and under- subscription, if any, in QIB portion will be added back to the issue to public. The promoters, the company, directors of Tunip are not detained as willful defaulters by the RBI/ GOI authorities and there are no violations of securities laws committed by them in the past or pending against them other than those disclosed in this Offer Document. No penalty has been imposed by SEBI and other regulatory bodies against the company, its directors, its promoters and companies promoted their directors. Tunip undertakes that the number of allottees in the Issue shall be at least 1,000. Otherwise, the entire application money shall be refunded forthwith. In case of delay, if any, in refund, the Company shall pay interest on the application money at the rate of 15% per annum for the period of delay.

E) DISCLAIMER CLAUSE (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 BANKER, KEYNOTE CORPORATE SERVICES LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE 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 BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD

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MERCHANT BANKER KEYNOTE CORPORATE SERVICES LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JULY 07, 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 PROMOTERS 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 PROMOTERS 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 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.

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(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. – NOTED FOR COMPLIANCE

(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.

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(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 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."

The promoters / directors of Tunip Agro Limited, Mr. Siddhant Goyal, Ms. Neeta Goyal, Mr. Ghulam Mohammed and Mr. Satyabir Bhattacharyya confirm 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, the promoters/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 companies act.

F) DISCLAIMER STATEMENT FROM THE COMPANY AND THE BRLM

The Company, the Directors, and the BRLM accept no responsibility for statements made otherwise than in this RHP or in the advertisements or any other material issued by or at instance of the above mentioned entities and anyone depending on any other source of information, including the website, www.onjusindia.com, would be doing so at his or her own risk.

The BRLM accept no responsibility, save to the limited extent as provided in the Memorandum of Understanding entered into among the BRLM and the Company dated May 28, 2010 and the Underwriting Agreement to be entered into among the Underwriters and us.

All information shall be made available by us and BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at bidding centres etc.

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.

G) DISCLAIMER WITH RESPECT TO 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

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trusts under the applicable trust law and who are authorised under their constitution to hold and invest in shares, permitted insurance companies and pension funds}. This Prospectus 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 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 Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft 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.

H) DISCLAIMER CLAUSE OF THE STOCK EXCHANGES Disclaimer Clause of Bombay Stock Exchange Limited (BSE): “Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter no. [●] dated [●] permission to the Company to use the Exchange’s name in this Prospectus as one of the stock exchanges on which this Company’s securities are proposed to be listed. The Exchange has scrutinized this Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:

i. Warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus;

or ii. Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or iii. Take any responsibility for the financial or other soundness of this Company, its promoters, its

management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this Prospectus has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever”. 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 vide its letter Ref. No. [●] dated [●] permission to the Issuer to use the Exchange’s name in the Red Herring Prospectus as one of the stock exchanges on which this Issuer’s securities are proposed to be listed subject to the Issuer fulfilling the various criteria for listing including the one related to paid up capital and market capitalisation (i.e. the paid up capital shall not be less than Rs. 10 crores and market capitalisation shall not be less than Rs. 25 crores at the time of listing). The Exchange has scrutinised this Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed

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that the Red Herring Prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus, nor does it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Disclaimer Clause of IPO Grading Agency [●]

I) FILING

A copy of the Draft Red Herring Prospectus has been filed with SEBI at Securities and Exchange Board of India, SEBI Bhavan, G Block, 3rd Floor, Bandra Kurla Complex, Bandra East, Mumbai - 400 051. BSE at Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Mumbai – 400 001 and NSE at The National Stock Exchange of India Ltd, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

A copy of the Red Herring Prospectus, along with the 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 to be filed under Section 60 of the Companies Act would be delivered for registration with RoC situated at Mumbai, Maharashtra

J) LISTING

Applications will be made to BSE and NSE for permission to deal in and for an official quotation of the Equity Shares of the Company. BSE 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, the Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this RHP. If such money is not repaid within eight days after the Company becomes liable to repay it from the date of refusal or within 70 days from the date of Bid/Issue Closing Date, whichever is earlier, then the Company, and every Director of the 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. The 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 seven working days of finalisation of the basis of Allotment for the Issue.

K) 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:

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"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."

L) CONSENTS Consents in writing of the Directors, the Company Secretary and Compliance Officer, the Auditors, the Legal Advisor, Bankers to the Company, BRLM 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.

M/s Pankaj Dalal & Associates, Auditors of the Company have also given their consent to the inclusion of their report as appearing hereinafter in the form and context in which appears in this DRHP and also of the tax benefits accruing to the Company and to the members of the Company and such consent and report have not been withdrawn up to the time of signing this DRHP.

M) EXPERT OPINION OBTAINED, IF ANY

Except as stated in “Statement of Tax Benefits”, the Company has not obtained any expert opinion.

N) EXPENSES OF THE ISSUE

The Management estimates an expense or Rs. 375.00 Lacs towards issue expense. The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. The estimated Issue expenses are as follows:

Activity Estimated Expenses

(Rs. in lacs)

% of the Issue

Expenses

% of the Issue Size

Lead Management, underwriting and selling commission 175.00 46.67 3.85 Advertising and marketing expenses 70.00 18.67 1.54 Printing and Stationary & Distribution 65.00 17.33 1.43 Others (Registrar’s fees, legal fee, listing fee etc.) 65.00 17.33 1.43 Total estimated Issue expenses 375.00 100.00 8.25

O) DETAILS OF FEE PAYABLE

Book Running Lead Manager to the Issue The total fees payable to the Book Running Lead Manager will be as per the Memorandum of Understanding signed with the Lead Manager, a copy of which is available for inspection at the Registered Office of the Company. The Lead Manager will be reimbursed for all relevant out-of-pocket expenses such as cost of travel, stationery, postage and communication expenses.

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Fees Payable to the Registrar to the Issue

The fees payable by the 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 register will be as per the Memorandum of Understanding signed with the Company dated April 29, 2010. 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 the 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.

P) UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION

The underwriting commission and the selling commission for the Issue are as set out in the Syndicate Agreement amongst the Company, the BRLM and the Syndicate Member. The underwriting commission shall be paid as set out in the Syndicate Agreement based on the Issue price and the amount underwritten in the manner mentioned on page no. 15 of this DRHP.

Q) PREVIOUS PUBLIC OR RIGHTS ISSUE

The Company has not made any public issue or rights issue of shares either in India or abroad in the ten years preceding the date of this DRHP except the rights issue of 50,38,333 equity shares was made to its existing shareholders on May 13, 2010.

R) PREVIOUS ISSUE OF SHARES OTHERWISE THAN FOR CASH

The Company has not issued any shares for other than cash except 65,97,500 equity shares allotted on 17/11/2008 pursuant to the scheme of arrangement for merger of TEPL and PIPL with Tunip as sanctioned by the Hon’ble High Court, Bombay vide their order dated October 10, 2008.

S) COMMISSION AND BROKERAGE ON PREVIOUS ISSUES

Since this is the initial public offer of the 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 the Company.

T) CAPITAL ISSUE DURING THE LAST THREE YEARS

Tunip Agro Limited has not made any capital issue during the last three years. U) PROMISE VIS-A-VIS PERFORMANCE

This is a first issue of the Company and none of its group companies are listed on any stock exchanges in India.

V) 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 the company as on the date of this DRHP.

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W) STOCK MARKET DATA

This being an initial public offering of the Company, the Equity Shares are not listed on any stock exchange.

X) INVESTOR GRIEVANCES AND REDRESSAL SYSTEM

The company has appointed the registrar to the issue, to handle the investor grievances in co-ordination with the Compliance Officer of the 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 Company would monitor the work of the registrar to ensure that the investor grievances are settled expeditiously and satisfactorily. The Registrar to the issue, namely, Sharepro Services (I) Pvt. Ltd., 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 the company. The Company would also be co-ordinating with the registrar to the issue in attending to the grievances to the investor. The 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 the Company. The Committee oversees redressal of complaints of shareholders/investors and other important investor related matters. The Company has adequate arrangements for redressal of investor complaints as follows: Share transfer/ dematerialisation/ rematerialisation are handled by well equipped professionally managed Registrar and Transfer Agent, appointed by the 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 the Company. The Company has appointed Mr. Latesh Shah, Company Secretary as the Compliance Officer and he may be contacted in case of any pre-issue or post-issue problems. He can be contacted at the following address: Mr. Latesh Shah Company Secretary & Compliance Officer Tunip Agro Ltd. 116, Commerce House, 140 Nagindas Master Road, Mumbai 400 023 Tel.: +91-022-4073 6300; Fax : +91-022- 2263 0896; E-mail: lshah@tunip.com

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Y) CHANGES IN AUDITORS

There has been no change in the auditor of the Company since past three years. Z) CAPITALIZATION OF RESERVES OR PROFITS DURING LAST 5 YEARS

There has been no capitalisation of reserves or profits during the last 5 years.

AA) REVALUATION OF ASSETS DURING THE LAST 5 YEARS

The company has not revalued its assets during the last 5 years.

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SECTION VI - OFFERING INFORMATION

A) TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and Articles of Association of the Company, the terms of this Draft 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 of Association 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 the 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. At any given point of time there shall be only one denomination for the Equity Shares subject to the applicable laws. RIGHTS OF THE EQUITY SHAREHOLDERS Subject to applicable laws, the equity shareholders shall have the following rights:

Right to receive dividend, if declared; Right to attend general meetings and exercise voting powers, unless prohibited by law; Right to vote on a poll either in person or by proxy; Right to receive annual reports and notices to members; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation; Right of free transferability; and Such other rights, as may be available to a shareholder of a listed public company under the

Companies Act, 1956 and the Memorandum and Articles of Association of the Company. MARKET LOT In terms of Section 68B of the Companies Act, 1956, the Equity Shares of the Company shall be allotted only in dematerialized form. In terms of existing SEBI Regulations, the trading in the Equity Shares of the Company shall only be in dematerialized form for all investors. Since trading of our

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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. 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 the Company or at the registrar and transfer agent of the Company. 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:

To register himself or herself as the holder of the Equity Shares; or 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. BIDDING/ISSUE PROGRAMME

BID/ISSUE OPENS ON [●] BID/ISSUE CLOSES ON [●]

MINIMUM SUBSCRIPTION If we do not receive the minimum subscription of 90% of the Issue to the extent of the amount including devolvement of the members of the Syndicate, if any, within 60 days from the Bid/ Issue Closing Date, we shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after we become liable to pay the amount, we shall pay interest as per Section 73 of the Companies Act.

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ARRANGEMENTS FOR DISPOSAL OF ODD LOTS

The Company has not made any arrangements for the disposal of odd lots.

RESTRICTIONS ON TRANSFER OF SHARES

There are no restrictions on transfers and transmission of shares/ debentures and on their consolidation/ splitting. OPTION TO RECEIVE EQUITY SHARES IN DEMATERIALIZED FORM Investors should note that Allotment of Equity Shares to all successful Bidders will only be in the dematerialized form. Bidders will not have the option of getting Allotment of the Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges.

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B. ISSUE STRUCTURE Public Issue of [●] Equity Shares of face value Rs.10/- each for cash by the company issued at a price of Rs. [●] per Equity Share, aggregating Rs. 4550.00 Lacs (hereinafter referred to as the “Issue”). The Issue would constitute [●] % of the post Issue paid-up capital of the Company. The Issue is being made through the 100% Book Building Process:

Particulars QIBs Non-Institutional Bidders

Retail Individual Bidders

Number of Equity Shares*

Upto [●] Equity Shares will be allotted to QIBs.

Not less than [●] Equity Shares shall be available for allocation.

Not less than [●] Equity Shares shall be available for allocation.

Percentage of Issue Size available for allocation

Upto 50% of the Issue (of which 5% shall be reserved for Mutual Funds) Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for allocation in the remaining QIB Portion. The unsubscribed portion, if any, in the Mutual Fund reservation will be available to QIBs.

Not less than 15% of the Issue or Issue less allocation to QIBs and Retail Portion*

Not less than 35% of the Issue or Issue less allocation to QIBs and Non-Institutional Portion.*

Basis of allocation if respective category is oversubscribed

Proportionate (a) [●] Equity Shares shall be available for allocation on a proportionate basis to Mutual Funds; and (b) [●] Equity Shares shall be allotted 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 thereafter.

Such number of Equity Shares that the Bid Amount exceeds Rs 100,000 and in multiples of [●] Equity Shares thereafter.

[●] Equity Shares and in multiples of [●] Equity Share thereafter.

Maximum Bid Not exceeding the size of the Issue subject to regulations as applicable to the Bidder

Not exceeding the size of the Issue subject to regulations as applicable to the Bidder

Such number of Equity Shares per Retail Individual Bidder so as to ensure that the Bid Amount does not exceed Rs.100,000.

Mode of Allotment Compulsorily in dematerialized form.

Compulsorily in dematerialized form.

Compulsorily in dematerialized form.

Trading Lot One Equity Share One Equity Share One Equity Share

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Particulars QIBs Non-Institutional Bidders

Retail Individual Bidders

Who can Apply ** Public financial institutions specified in Section 4A of the Companies Act, FIIs (and their subaccounts registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual), scheduled commercial banks, mutual funds registered with SEBI, multilateral and bilateral development financial institutions, FVCIs registered with SEBI (subject to receipt of appropriate approvals by the FVCI from the appropriate regulatory authority), venture capital funds registered with the SEBI, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with a minimum corpus of Rs. 250 million, pension funds with a minimum corpus of Rs. 250 million, the National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of GoI published in the Gazette of India and insurance funds set up and managed by the Army, Navy or Air Force of the Union of India

Resident Indian individuals, HUFs (in the name of Karta), companies, corporate bodies, Eligible NRIs, scientific institutions societies and trusts, and any FII sub-account registered with SEBI, which is a foreign corporate or foreign individual

Individuals (including HUFs in the name of karta) applying for Equity Shares such that the Bid Amount per Retail Individual Bidder does not exceed Rs.100,000 in value.

Terms of Payment

Margin Amount applicable to QIB Bidders at the time of submission of Bid-cum-Application Form to the Member of Syndicate.

Margin Amount applicable to Non-institutional Bidder at the time of submission of Bid-cum-Application Form to the Member of Syndicate.

Margin Amount applicable to Retail Individual Bidder at the time of submission of Bid - cum - Application Form to the Member of Syndicate.

Margin Amount Full Bid Amount on Bidding. Full Bid Amount on Bidding.

Full Bid Amount on Bidding.

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* Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any of the above categories would be allowed to be met with spillover inter-se from any of the other categories, at the sole discretion of the Company, the BRLM and subject to applicable provisions of the SEBI Regulations.

** In case the Bid-cum-Application Form is submitted in joint names, the investors should ensure that the demat account is also held in the same joint names and in the same sequence in which they appear in the Bid-cum-Application Form.

If the aggregate demand by Mutual Funds is less than [●] Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund reservation will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders in proportion to their Bids.

Withdrawal of this Issue

The Company, in consultation with the BRLM, 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 the 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. Bidding/Issue Programme

BID/ISSUE OPENS ON [●] BID/ISSUE CLOSES ON [●]

Bids and any revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the Bidding centers mentioned in the Bid cum Application Form except that on the Bid Closing Date, Bids excluding ASBA Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders; and (ii) 5.00 p.m. which may be extended up to such time as permitted by the Stock Exchanges in case of Bids by Retail Individual Bidders where the Bid Amount is up to Rs. 1,00,000. Due to limitation of time available for uploading the Bids on the Bid Closing Date, the Bidders are advised to submit their Bids one Working Day prior to the Bid Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard Time) on the Bid Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid Closing Date, as is typically experienced in IPOs, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation in the Issue. If such Bids are not uploaded, the Company and the Syndicate shall not be responsible. Bids will be accepted only between Monday and Friday (excluding any public holiday). On the Bid Closing Date, extension of time will 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 Forms as stated herein and reported by the BRLM to the Stock Exchanges within half an hour of such closure.

The Company reserve the right to revise the Price Band during the Bidding Period in accordance with ICDR Regulations. The Cap Price shall be less than or equal to 120% of the Floor Price. Subject to compliance with the immediately preceding sentence, the Floor Price can move up or down to the extent of 20% of the floor price originally disclosed in the RHP and the Cap Price will be revised accordingly.

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In case of revision in the Price Band, the Issue Period will be extended for three additional working days after revision of Price Band subject to the Bidding Period/Issue Period not exceeding 10 working 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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C) ISSUE PROCEDURE

This section applies to all Bidders. Please note that all Bidders can participate in the Issue through the ASBA process. ASBA Bidders should note that the ASBA process involves application procedures that are different from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBA process should carefully read the provisions applicable to such applications before making their application through the ASBA process. Please note that all the Bidders are required to make payment of the full Bid Amount along with the Bid cum Application Form. 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”), out of which 5% shall be 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. 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 BRLM 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, the Company will have a right to reject the Bids only on technical grounds. Investors should note that Allotment of Equity Shares to all successful Bidders will be only in the dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders’ depository accounts shall be treated as incomplete and rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. The Equity Shares on Allotment shall be traded only on the dematerialised segment of the Stock Exchanges. BID CUM APPLICATION FORM Bidders (other than ASBA Bidders) shall only use the specified Bid-cum-Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid. The Bidders shall have the option to make a maximum of three Bids in the Bid-cum-Application Form and such options shall not be considered as multiple Bids. ASBA Bidders shall submit an ASBA Bid cum Application Form to the SCSB authorising blocking of funds that are available in the bank account specified in the ASBA Bid cum Application Form only. Upon filing of the Prospectus with the RoC, the Bid-cum-Application Form shall be considered as the Application Form. Upon completing and submitting the Bid-cum-Application Form to a member of the Syndicate or the SCSB, the Bidder or the ASBA Bidder is deemed to have authorized the Company to make the necessary changes in the Red Herring Prospectus as would be required for filing the Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder or the ASBA Bidder.

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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 White Eligible NRIs and FIIs applying on a repatriation basis Blue ASBA Form ASBA - Orange

ASBA Bidders shall submit an ASBA Bid cum Application Form either in physical or electronic form to the SCSB authorizing blocking the funds that are available in the bank account specified in the ASBA Bid cum Application Form used by ASBA Bidders. The Bidders shall have the option to make a maximum of three Bids in the ASBA Bid-cum-Application Form and such options shall not be considered as multiple Bids. Upon the allocation of Equity Shares, dispatch of the CAN and filing of the Prospectus with the RoC, the ASBA Bid cum Application Form shall be considered as the Application Form. Upon completing and submitting the ASBA Bid cum Application Form for ASBA Bidders to the SCSB, the ASBA Bidder is deemed to have authorised the Company to make the necessary changes in the Red Herring Prospectus and the ASBA Bidcum- Application Form as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or subsequent notice of such changes to the ASBA Bidder. 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; • Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals, only under

the Non Institutional Bidders Category. • FIIs registered with SEBI; • 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;

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• Provident Funds with minimum corpus of Rs. 250 million and who are authorized under their constitution to hold and invest in equity shares;

• Pension Funds with a minimum corpus of Rs. 250 million 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 BRLM and Syndicate Member The BRLM and Syndicate Member shall not be allowed to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLM and Syndicate Member 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. 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 [●] 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. 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. The Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of the 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 Eligible NRIs Bid cum Application Forms have been made available for Eligible NRIs at the registered office of the 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

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Non-Resident Ordinary (NRO) accounts shall use the Bid cum Application Form meant for Resident Indians. Bids by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid- up capital of the Company. 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 the total issued capital of the Company or 5% of the total issued capital, in case such sub-account is a foreign corporate or an individual. 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: 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. The 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 the 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. Maximum and Minimum Bid Size

a) 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

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indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of the Book Building Process.

b) 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. Under the existing SEBI Regulations, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the Bid Amount upon submission of the Bid. 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’. 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 Draft Red Herring Prospectus. Information for the Bidders:

(a) The Company in consultation with the BRLM shall declare the Bid/Issue Opening Date and Bid/Issue Closing Date in the Red Herring Prospectus to be registered with the RoC and also publish the same in two (2) national newspaper one(1) each in English and Hindi newspaper and one regional newspaper with wide circulation

(b) The Company will file the Red Herring Prospectus with the RoC at least three (3) days before the Bid/Issue Opening Date.

(c) The members of the Syndicate will circulate copies of the Bid-cum-Application Form to potential investors, and at the request of the potential investor’s, copies of the Red Herring Prospectu.

(d) Any Bidders (who is eligible to invest in the Equity Shares) who would like to obtain the Red Herring Prospectus and/ or the Bid cum Application Form can obtain the same from the Registered Office or from any member of the Syndicate or the SCSBs.

(e) Eligible investors who are interested in subscribing for the Equity Shares should approach the BRLM or Syndicate Members or their authorized agent(s) to register their Bids. Bidders who wish to use the ASBA process should approach the Designated Branches of the SCSBs to register their Bids.

(f) ASBA Bidders shall correctly mention the bank account number in the ASBA Bid cum Application Form and ensure that funds equal to the Bid Amount are available in the bank account maintained with the SCSB before submitting the ASBA Bid cum Application Form to the respective Designated Branch.

(g) If the ASBA Account holder is different from the ASBA Bidder, the ASBA Bid cum Application Form should be signed by the account holder as provided in the ASBA Bid cum Application Form.

(h) The Bids should be submitted on the prescribed Bid-cum-Application Form only. Bid-cum-Application Forms (other than the ASBA Bid cum Application Forms) should bear the stamp of the member of the Syndicate. Bid-cum-Application Forms which do not bear the stamp of a member of the Syndicate will be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of the SCSBs in accordance with the SEBI (ICDR) Regulations and any circulars issued by SEBI in this regard. Bidders applying through the ASBA process also have an option to submit the ASBA Bid cum Application Form in electronic form.

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The applicants may note that in case the DP ID and Client ID and PAN mentioned in the Bid cum Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate do not match with the DP ID and Client ID and PAN available in the Settlement Depository database, the application is liable to be rejected.

Method and Process of Bidding

(a) The Company in consultation with the BRLM will decide the Price Band and the minimum Bid lot

size for the Issue. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/Issue Period.

(b) The Bid/Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Bid/ Issue Period may be extended, if required, by an additional three Working Days, subject to the total Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two national newspapers (one each in English and Hindi) and one regional newspaper with wide circulation and also by indicating the change on the websites of the BRLM and at the terminals of the Syndicate.

(c) During the Bid/Issue Period, Bidders, other than QIBs, who are interested in subscribing for the Equity Shares should approach the Syndicate or their authorised agents to register their Bids. The Syndicate shall accept Bids from all Bidders and have the right to veto the Bids during the Bid/ Issue Period in accordance with the terms of the Red Herring Prospectus. Bidders who wish to use the ASBA process should approach the Designated Branches of the SCSBs to register their Bids.

(d) 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 entitled ― “Bids at Different Price Levels” below) 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 Amount, will become automatically invalid.

(e) The Bidder cannot Bid on another Bid cum Application Form after Bids on one Bid cum Application Form have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate or SCBS 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 entitled ― “Build up of the Book and Revision of Bids”.

(f) The Syndicate/the SCSBs 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.

(g) Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in the manner described in ― “Escrow Mechanism - Terms of payment and payment into the Escrow Accounts” on page 158.

(h) Upon receipt of the ASBA Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the ASBA Bid cum Application Form, prior to uploading such Bids with the Stock Exchanges.

(i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchanges.

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(j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the ASBA Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request.

(k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the ASBA Bid cum Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue.

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 is prohibited for QIB or 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 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. Revision option is also available to ASBA investor. For details, please refer section “ASBA Process” in this Draft Red Herring Prospectus.

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7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

Electronic Registration of Bids

(a) The Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock Exchanges.

(b) The Syndicate and the SCSBs will undertake modification of selected fields in the Bid details already

uploaded within one Working Day from the Bid/Issue Closing Date.

(c) There will be at least one on-line connectivity facility in each city, where a stock exchange is located in India and where Bids are being accepted. The BRLM, the Company and the Registrar are not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the Syndicate Members and the SCSBs, (ii) the Bids uploaded by the Syndicate Members and the SCSBs, (iii) the Bids accepted but not uploaded by the Syndicate Members and the SCSBs or (iv) with respect to ASBA Bids, Bids accepted and uploaded without blocking funds in the ASBA Accounts. However, the Syndicate and/or the SCSBs shall be responsible for any error in the Bid details uploaded by them. It shall be presumed that for Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant ASBA Account.

(d) The Stock Exchanges will offer an electronic facility for registering Bids for the Issue. This facility will be available with the Syndicate and their authorised agents and the SCSBs during the Bid/ Issue Period. The Syndicate Members and the Designated Branches of the SCSBs 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 Syndicate and the Designated Branches of the SCSBs shall upload the Bids till such

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time as may be permitted by the Stock Exchanges. This information will be available with the BRLM on a regular basis.

(e) Based on the aggregate demand and price for Bids registered on the electronic facilities of the Stock Exchanges, a graphical representation of consolidated demand and price as available on the websites of the Stock Exchanges would be made available at the Bidding centres during the Bid/Issue Period.

(f) At the time of registering each Bid other than ASBA Bids, the Syndicate shall enter the following details of the Bidders in the on-line system: • Name of the Bidder: Bidders should ensure that the name given in the Bid cum Application

Form is exactly the same as the name in which the Depositary Account is held. In case the Bid cum Application Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form.

• Investor Category – Individual, Corporate, QIBs, Eligible NRI, FVCI, FII & sub-account (other than a sub-account which is a foreign corporate or foreign individual) registered with SEBI or Mutual Fund, etc.

• Numbers of Equity Shares Bid for. • Bid Amount. • Cheque Details. • Bid cum Application Form number. • DP ID and client identification number of the beneficiary account of the Bidder. • PAN.

With respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs shall enter the following information pertaining to the Bidder into the online system: • Name of the Bidder(s); • Application Number; • PAN (of First Bidder, in case of more than one Bidder); • Investor Category and Sub-Category:

Retail Non- Institutional QIB (No sub category) • Individual

• corporate • other

• Mutual Funds • Financial Institutions • Insurance companies • Foreign Institutional • Investors other than • corporate and individual • sub-accounts

• DP ID and client identification number; • Beneficiary account number of Equity Shares Bid for; • Quantity; • Bid Amount and • Bank account number;

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(g) 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 Syndicate or the Designated Branches of the SCSBs. The registration of the Bid by the member of the Syndicate or the Designated Branches of the SCSBs does not guarantee that the Equity Shares shall be allocated/Allotted either by the Syndicate or the Company.

(h) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

(i) In case of QIB Bidders, only the BRLM and their Affiliate Syndicate Members have the right to accept the Bid or reject it. However, such rejection shall 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 and Retail Individual Bidders, Bids will be rejected on technical grounds listed on page 162. The Members of the Syndicate may also reject Bids if all the information required is not provided and the Bid cum Application Form is incomplete in any respect. The SCSBs shall have no right to reject Bids, except on technical grounds.

(j) The permission given by the Stock Exchanges to use their network and software of the online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by the Company and/or the BRLM are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of the Company, the Promoter, the management or any scheme or project of the Company; 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 the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

(k) Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for allocation/ Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue Closing Date to verify the information uploaded in the online IPO system during the Bid/Issue Period after which the date will be sent to the Registrar for reconciliation and Allotment of Equity Shares. In case of any discrepancy of data between the BSE or the NSE and the Members of the Syndicate or the Designated Branches of the SCSBs, the decision of the Company, in consultation with the BRLM and the Registrar, based on the physical records of Bid Cum Application Forms shall be final and binding on all concerned. If the Syndicate Member finds any discrepancy in the DP name, DP Id and the Client Id, the Syndicate Member will correct the same and send the data to the Registrar for reconciliation and Allotment of Equity Shares.

Build up of the book and revision of Bids: (a) Bids received from various Bidders through the Syndicate and the SCSBs shall be electronically

uploaded to the Stock Exchanges‘mainframe on a regular basis.

(b) The Book gets built up at various price levels. This information will be available with the BRLM on a regular basis at the end of the Bid/Issue Period.

(c) During the Bid/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.

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(d) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in the Bid cum Application Form and such Bidder is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being revised, in the Revision Form. The Syndicate and the Designated Branches of the SCSBs will not accept incomplete or inaccurate Revision Forms.

(e) The Bidder can make this revision any number of times during the Bid/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 or the SCSB through whom such Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof.

(f) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid at Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed Rs. 100,000 if the Bidder wants to continue to Bid at Cut-off Price), with the Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment) exceeds Rs. 100,000, 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 cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price.

(g) 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.

(h) The Company, in consultation with the BRLM, shall decide the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.

(i) 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. With respect to the ASBA Bids, if revision of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid Amount. In case of Bids, other than ASBA Bids, the Syndicate shall collect the payment in the form of cheque or demand draft 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. In such cases, the Syndicate will revise the earlier Bids details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment.

(j) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and may get a revised TRS from the Syndicate or the SCSB, as applicable. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.

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Price Discovery and Allocation

1. After the Bid/Issue Closing Date, the BRLM shall analyze the demand generated at various price levels and discuss pricing strategy with the Company.

2. The Company in consultation with the BRLM, shall finalize the 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.

4. Under-subscription, if any, in any category would be met with spill over from any other category at the sole discretion of the Company in consultation with the BRLM. 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 the Company and the Selling Shareholder, in consultation with the BRLM and the Designated Stock Exchange. Under-subscription, if any, in any category, would be met with spill over from other categories at the sole discretion of the Company in consultation with the BRLM.

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 BRLM, in consultation with us, shall notify the members of the Syndicate of the Issue Price and allocations to their respective Bidders, where the full Bid Amount has not been collected from the Bidders.

7. The 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.

8. The allotment details shall be put on the website of the Registrar to the Issue.

Signing of the Underwriting Agreement and the RoC Filing (a) The Company, the BRLM and the Syndicate Members shall enter into an Underwriting Agreement on

or immediately after the finalisation of the Issue Price.

(b) After signing the Underwriting Agreement, the Company will update and file the updated Red Herring Prospectus with the RoC in accordance with the applicable law, which then would be termed as the ‘Prospectus‘. The Prospectus will contain details of the Issue Price, Issue size, underwriting arrangements and will be complete in all material respects.

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Pre-Issue Advertisement Subject to Section 66 of the Companies Act, the Company shall, after registering the Draft Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one English language national daily newspaper, one Hindi language national daily newspaper and one Marathi language daily newspaper, each with wide circulation. Advertisement regarding Issue Price and Prospectus The Company 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 Allotment Note (“CAN”) (a) Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send

to the Syndicate a list of the Bidders who have been Allotted 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 Allotment for the Retail and Non-Institutional Bidders. However, Bidders should note that the Company shall ensure that (i) the Allotment of the Equity Shares and (ii) the instructions by the Company for the demat credit of the Equity Shares, to all Bidders in this Issue shall be done on the same date.

(b) The Registrar will then dispatch a CAN to the Bidders who have been Allotted 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.

(c) The Issuance of CAN shall be deemed a valid, binding and irrevocable contract for the Allotment of Equity Shares to such Bidder.

Designated Date and Allotment of Equity Shares (a) The Company will ensure that (i) the Allotment of Equity Shares; and (ii) credit to the successful

Bidder‘s depositary account will be completed within twelve (12) Working Days of the Bid/Issue Closing Date.

(b) In accordance with the SEBI Regulations, Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allottees.

(c) Allottees will have the option to re-materialise the Equity Shares so Allotted as per the provisions of the Companies Act and 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. GENERAL INSTRUCTIONS Do’s: a) Check if you are eligible to apply; b) Ensure that you have Bid within the Price Band;

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c) Read all the instructions carefully and complete the Bid cum Application Form; d) Ensure that the details about the Depository Participant and the beneficiary account are correct as

Allotment of Equity Shares will be in the dematerialised form only; e) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a

member of the Syndicate or with respect to ASBA Bidders, ensure that your Bid is submitted at a Designated Branch of the SCSB where the ASBA Bidder or the person whose bank account will be utilised by the Bidder for bidding has a bank account;

f) With respect to ASBA Bids ensure that the ASBA Bid cum Application Form is signed by the account holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank account number in the ASBA Bid cum Application Form;

g) Ensure that you request for and receive a TRS for all your Bid options; h) Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB

before submitting the ASBA Bid cum Application Form to the respective Designated Branch of the SCSB;

i) Ensure that the full Bid Amount is paid for the Bids submitted to the Syndicate and funds equivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs.

j) Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process;

k) Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a revised TRS;

l) Except for Bids submitted on behalf of the Central Government or the State Government and officials appointed by a court, all Bidders should mention their PAN allotted under the IT Act;

m) Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects;

n) 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 Amount 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 Syndicate or

the SCSBs, as applicable; d) Do not pay the Bid Amount 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 or the SCSBs 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 Bid for a Bid Amount exceeding Rs. 100,000 (for Bids by Retail Individual Bidders); h) 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;

i) Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground; and

j) Do not submit the Bids without the full Bid Amount.

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Instructions for Completing the Bid cum Application Form 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. Incomplete Bid cum Application Forms or Revision Forms are liable to be rejected. Bidders should note that the Syndicate and / or the SCSBs, as appropriate, will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms.

c) Information provided by the Bidders will be uploaded in the online IPO system by the Syndicate and the SCSBs, as the case may be, and the electronic data will be used to make allocation/ Allotment. The Bidders should ensure that the details are correct and legible.

d) For Retail Individual Bidders, the Bid must be for a minimum of [●] Equity Shares and in multiples of [●] thereafter subject to a maximum Bid Amount of Rs. 100,000.

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 equal to 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 Equity Shares that can be held by them under the applicable laws or regulations.

f) In single name or in joint names (not more than three, and in the same order as their Depository Participant details).

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.

Bidder’s PAN, Depository Account and Bank Account Details Bidders should note that on the basis of PAN of the Bidders, DP ID and beneficiary account number provided by them in the Bid cum Application Form, the Registrar will obtain from the Depository the demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as “Demographic Details”). These bank account details would be used for giving refunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) or unblocking of ASBA Account. Hence, Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in despatch/ credit of refunds to Bidders or unblocking of ASBA Account at the Bidders sole risk and neither the BRLM or the Registrar or the Escrow Collection Banks or the SCSBs nor the Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application Form. IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT�S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM.

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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 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 BRLM 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. The 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. The 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, the 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 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

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registration certificate must be lodged along with the Bid cum Application Form. Failing this, the 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 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. 250 million (subject to applicable law) and pension funds with minimum corpus of Rs. 250 million, 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, the company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefore. The Company, in its 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 BRLM may deem fit. PAYMENT INSTRUCTIONS Escrow Mechanism for Bidders other than ASBA Bidders The Company and the Syndicate shall open Escrow Account(s) with one or more Escrow Collection Bank(s) in whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from Bidders would be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement. The Escrow Collection Banks for and on behalf of the Bidders shall maintain the monies in the Escrow Account until the Designated Date. 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 Banks shall transfer the funds represented by allocation of Equity Shares (other than ASBA funds with the SCSBs) from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account with the Bankers to the Issue. The balance amount after transfer to the Public Issue Account shall be transferred to the Refund Account. Payments of refund to the Bidders shall also be made from the Refund Account as per the terms of the Escrow Agreement and the Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between the Company, the Syndicate, the Escrow Collection Banks and the Registrar to facilitate collections from the Bidders. Payment mechanism for ASBA Bidders The ASBA Bidders shall specify the bank account number in the ASBA Bid cum Application Form and the SCSB shall block an amount equivalent to the Bid Amount in the bank account specified in the ASBA Bid cum Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the ASBA Bid or receipt of instructions from the Registrar to unblock the

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Bid Amount. In the event of withdrawal or rejection of the ASBA Bid cum Application Form or for unsuccessful ASBA Bid cum Application Forms, the Registrar shall give instructions to the SCSB to unblock the application money in the relevant bank account within one day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the ASBA Bid, as the case may be. Payment into Escrow Account for Bidders other than ASBA Bidders Each Bidder shall draw a cheque or demand draft or remit the funds electronically through the RTGS mechanism for the amount payable on the Bid and/or on allocation/Allotment as per the following terms:

1. All Bidders would be required to pay the full Bid Amount at the time of the submission of the Bid cum Application Form.

2. The Bidders shall, with the submission of the Bid cum Application Form, draw a payment instrument for the Bid Amount in favour of the Escrow Account and submit the same to the Syndicate. If the payment is not made favouring the Escrow Account along with the Bid cum Application Form, the Bid of the Bidder shall be rejected.

3. The payment instruments for payment into the Escrow Account should be drawn in favour of:

(a) In case of Resident QIB Bidders: “Escrow Account - TUNIP – QIB – R” (b) In case of Non Resident QIB Bidders: “Escrow Account - TUNIP – QIB – NR” (c) In case of Resident Retail and Non-Institutional Bidders: “Escrow Account -TUNIP – R” (d) In case of Non Resident Retail and Non-Institutional Bidders: “Escrow Account -TUNIP- NR”

4. In case of Bids by NRIs 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 authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to NRE Account or FCNR Account.

5. In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a Non-Resident Ordinary (NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account.

6. In case of Bids by FIIs, the payment should be made out of funds held in 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.

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7. The monies deposited in the Escrow Account will be held for the benefit of the Bidders (other than ASBA Bidders) till the Designated Date.

8. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue.

9. On the Designated Date and no later than ten (10) Working Days from the Bid/Issue Closing Date, the Escrow Collection Bank shall also refund all amounts payable to unsuccessful Bidders (other than ASBA Bidders) and also the excess amount paid on bidding, if any, after adjusting for allocation/Allotment to such Bidders.

10. Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank), which is situated at, and is a member of or sub-member of the bankers‘clearing house located at the 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 Syndicate at the time of submission of the Bid. With respect to the ASBA Bidders, the ASBA Bid cum Application Form or the ASBA Revision Form shall be submitted to the Designated Branches of the SCSBs. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection centre of the 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. 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). Two or more Bids will be deemed to be multiple Bids if the sole or first Bidder is one and the same. The Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In this regard, the procedures to be followed by the Registrar to the Issue to detect multiple applications are given below:

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1. All Bids will be checked for common PAN and will be accumulated and taken to a separate process file which will serve as a multiple master document.

2. In this master, a check will be carried out for the same PAN numbers. In cases where the PAN numbers are different, the same will be deleted from this master.

3. The applications will be electronically matched for Depository Participant’s Identity (DP ID) (Client ID) numbers. If applications bear the same numbers, these will be treated as multiple applications. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Funds 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. The Company, in consultation with the BRLM reserves the right to reject, in their 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. 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. 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 Draft 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.

Right to Reject Bids In case of QIB Bidders, the Company in consultation with the BRLM may reject Bids provided that the reasons for rejecting the same shall be provided to such Bidders 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 RTGS/NEFT/NES/Direct Credit/cheque or pay order or draft and will be sent to the Bidder‘s address at the Bidder‘s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shall have the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder‘s bank account, the respective Designated Branch of the SCSB ascertains that sufficient funds are not available in the Bidder‘s bank account maintained with the SCSB. Subsequent to

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the acceptance of the ASBA Bid by the SCSB, our Company would have a right to reject the ASBA Bids only on technical grounds. GROUNDS FOR TECHNICAL REJECTIONS Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:

• Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for. With respect to ASBA Bids, the amounts mentioned in the ASBA Bid cum Application Form does not tally with the amount payable for the value of the Equity Shares Bid for;

• Bank account details (for refund) not given; • Age of first Bidder not given; • 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; • Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane

persons; • PAN not mentioned in the Bid cum Application Form; • GIR number furnished instead of PAN; • Bids for lower number of Equity Shares than specified for that category of investors; • Bids at a price less than the Floor Price; • Bids at a price more than the Cap Price; • Submission of more than five ASBA Bid cum Application Forms per bank account; • Bids at Cut-off Price by Non-Institutional and QIB Bidders; • Bids for number of Equity Shares which are not in multiples of [●]; • Category not ticked; • Multiple Bids as defined in the Red Herring Prospectus; • In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents

are not submitted; • Bids accompanied by Stockinvest/money order/postal order/cash; • Signature of sole and/or joint Bidders missing; • Bid cum Application Forms does not have the stamp of the BRLM or Syndicate Members or the SCSB; • Bid cum Application Forms does not have Bidder‘s depository account details; • Bid cum Application Forms are not delivered by the Bidders 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 the Red Herring Prospectus and the Bid cum Application Forms;

• 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 Depositary Participant‘s identity (DP ID) and the beneficiary‘s account number;

• With respect to ASBA Bids, inadequate funds in the bank account to block the Bid Amount specified in the ASBA Bid cum Application Form at the time of blocking such Bid Amount in the bank account;

• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations; • Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow

Collection Banks; • Bids by QIBs not submitted through the BRLM or in case of ASBA Bids for QIBs not intimated to the

BRLM; • Bids by OCBs; • Bids by persons in the United States excluding ―qualified institutional buyers� as defined in Rule 144A

of the Securities Act or other than in reliance of Regulation S under the Securities Act; • Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;

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• Bids not uploaded on the terminals of the Stock Exchanges; and Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory authority. IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGES OR THE SYNDICATE/THE SCSBs DO NOT MATCH WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE DEPOSITARIES. 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 the Company, the respective Depositories and the Registrar to the Issue:

a) Agreement dated May 20, 2009 with NSDL, the Company and the Registrar to the Issue; b) Agreement dated [●] with CDSL, the Company and the Registrar to the Issue. c) The ISIN no. allotted to the company is INE326K01010.

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 the Company would be in dematerialized form only for all investors in the demat segment of the respective Stock Exchanges. Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar quoting the full name of the sole or First Bidder, Bid cum Application Form number, Bidders Depository Account Details, number of Equity Shares applied for, date of Bid form, name and address of the member of the Syndicate or the Designated Branch of the SCSBs where the Bid was submitted and

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cheque or draft number and issuing bank thereof or with respect to ASBA Bids, bank account number in which the amount equivalent to the Bid Amount was blocked. Bidders can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, credit of Allotted shares in the respective beneficiary accounts, refund orders etc. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders can contact the Designated Branches of the SCSBs. PAYMENT OF REFUND Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository Participant‘s name, DP ID, beneficiary account number provided by them in the Bid cum Application Form, the Registrar will obtain, from the Depositories, the Bidders‘ bank account details, including the nine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence, Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in despatch of refund order or refunds through electronic transfer of funds, as applicable, and any such delay shall be at the Bidders‘ sole risk and neither our Company, the Registrar, Escrow Collection Bank(s), Bankers to the Issue, the BRLM shall be liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. Mode of making refunds for Bidders other than ASBA Bidders The payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes in the following order of preference:

1. NECS – Payment of refund would be done through NECS for applicants having an account at any of the 68 centres notified by SEBI, where clearing houses for ECS are managed by the RBI. This mode of payment of refunds would be subject to availability of complete bank account details including the nine-digit MICR code as appearing on a cheque leaf from the Depository. The payment of refund through NECS is mandatory for applicants having a bank account at any of the sixty eight (68) centres notified by SEBI, except where the applicant is otherwise disclosed as eligible to receive refunds through direct credit or RTGS.

2. NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants‘ bank has been

assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. The process flow in respect of refunds by way of NEFT is at an evolving stage, hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections.

3. Direct Credit – Applicants having bank accounts with the Refund Bank (s), as mentioned in the Bid cum

Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company.

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4. RTGS – Applicants having a bank account at any of the abovementioned centres and whose refund

amount exceeds Rs. 5 million, 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 our Company. Charges, if any, levied by the applicant‘s bank receiving the credit would be borne by the applicant.

5. For all other applicants, including those who have not updated their bank particulars with the MICR code,

the refund orders will be despatched under certificate of posting for value upto Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 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 centres will be payable by the Bidders. Mode of making refunds for ASBA Bidders In case of ASBA Bidders, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids within ten (10) working days of the Bid/Issue Closing Date. DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY With respect to Bidders other than ASBA Bidders, our Company shall ensure dispatch of Allotment advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchanges after the Allotment of Equity Shares. In case of Bidders who receive refunds through NECS, NEFT, direct credit or RTGS, the refund instructions will be given to the clearing system within ten (10) Working Days from the Bid Closing Date. A suitable communication shall be sent to the Bidders receiving refunds through this mode within ten (10) Working Days of the Bid 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 (12) Working Days of the Bid Closing Date. In accordance with the Companies Act, the requirements of the Stock Exchanges and the ICDR Regulations, our Company further undertakes that:

• Allotment of Equity Shares shall be made only in dematerialised form, including the credit of Allotted Equity Shares to the beneficiary accounts of the Depository Participants, within nine Working Days of the Bid Closing Date;

• With respect to Bidders other than ASBA Bidders, dispatch of refund orders or in a case where the refund or portion thereof is made in electronic manner, the refund instructions are given to the clearing system within ten (10) Working Days of the Bid Closing Date would be ensured. With respect to the ASBA

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Bidders’ instructions for unblocking of the ASBA Bidder’s bank account shall be made within ten days from the Bid Closing Date; and

• The Company shall pay interest at 15% p.a. for any delay beyond the ten (10) Working 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 eight days from the day the Company becomes liable to repay (i.e. ten (10) Working Days after the Bid Closing Date or the date of refusal by the Stock Exchange(s), whichever is earlier). If such money is not repaid within eight days from the day the Company becomes liable to repay it, the Company and every officer in default shall, on and from expiry of eight days, be liable to repay the money with interest at the rate of 15% as prescribed under Section 73 of the Companies Act. Interest in case of delay in dispatch of Allotment Letters or Refund Orders/instruction to SCSB by the Registrar to the Issue Allotment of Equity Shares in the Issue, including the credit of Allotted Equity Shares to the beneficiary accounts of the Depository Participants, shall be made not later than nine Working Days of the Bid Closing Date. The Company further agrees that it shall pay interest at the rate of 15% p.a. if the allotment letters or refund orders have not been dispatched to the Bidders or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner within eight days from the day the Company becomes liable to repay (i.e. 10 Working Days after the Bid Closing Date or the date of refusal by the Stock Exchange(s), whichever is earlier). If such money is not repaid within eight days from the day the Company becomes liable to repay it, the Company and every officer in default shall, on and from expiry of eight days, be liable to repay the money with interest as prescribed under Section 73 of the Companies Act. 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. 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 person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.”

(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.”

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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.

If the aggregate demand in this category is less than or equal to [●] 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 [●] Equity Shares at or above the Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of [●] 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 [●] 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 [●] Equity Shares at or above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares. For the method of proportionate basis of allotment, refer below. C. For QIBs

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.

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(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 [●] Equity Shares. Under-subscription, if any, in any category would be met with spill-over from other categories at the sole discretion at the Company in consultation with the BRLM. Procedure and Time of Schedule for Allotment and Demat Credit of Equity The Issue will be conducted through a "100% book building process" pursuant to which the members of the Syndicate or SCSBs will accept bids for the Equity Shares during the Bidding/Issue Period. Following the expiration of the Bidding/Issue Period, our Company, in consultation with the BRLM, will determine the Issue Price, and, in consultation with the BRLM, the basis of allocation and entitlement to Allotment based on the bids received and subject to confirmation by the BSE. The SEBI (ICDR) Regulations require our Company to complete the Allotment to successful Bidders within ten (10) working days of the expiration of the Bidding / Issue period. The equity shares will be then be credited and Allotted to the investors’ Demat Accounts maintained with the relevant depository participant. Upon approval by the Stock Exchanges, the Equity Shares will be listed and trading will commence. Method of Proportionate Basis of Allotment in the Issue In the event the Issue is over-subscribed, the basis of Allotment shall be finalized by the 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 BRLM and the Registrar to the Issue shall be responsible for ensuring that basis of allotment is finalized in a fair and proper manner in accordance with the allotment procedure specified Schedule XV of SEBI (ICDR) Regulations 2009. 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.

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(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. Letters of Allotment or Refund Orders or instructions to the SCSBs Bidders residing at the centres where clearing houses are managed by the RBI will get refunds through NECS only, except where the Bidder 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, under certificate of posting, and shall dispatch refund orders above Rs. 1,500, if any, by registered or speed post at the sole or first Bidder’s sole risk within 10 Working Days of the Bid Closing Date. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them of the mode of credit of refund within 10 Working Days of the Bid Closing Date. In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids within eight Working Days of the Bid Closing Date, which shall be completed within one Working Day after the receipt of such instruction from the Registrar to the Issue. Signing of Underwriting Agreement and Filing with the Designated Stock Exchange

(a) The Company, the BRLM and the Syndicate Member shall enter into an Underwriting Agreement on finalization of the Issue Price and allocation/ Allotment to the Bidders.

(b) After signing the Underwriting Agreement, the Company 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.

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Filing of the Prospectus with the Registrar of Companies The Company 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. UNDERTAKINGS BY THE COMPANY The Company undertakes that:

• The complaints received in respect of the captioned Public Issue shall be attended to by the 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 seven working days of finalisation of basis of allotment

• 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 days of closure of the issue, 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, under subscription, 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 appropriate separate head in the balance sheet of the 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 the Company indicating the form in which such unutilised monies have been invested. The 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.

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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 the 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 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. The Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of the 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 VII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Shares and Certificates

15. The Company shall cause to be kept a Register and Index of Members in accordance with all applicable provisions of the Companies Act, 1956 and the Depositories Act, 1996 with details of shares held in physical and dematerialized forms in any medium as may be permitted by law including in any from of electronic medium. The Company shall be entitled to keep in any State or Country outside India a branch Register of Members Resident in that State or Country.

Shares to be numbered progressively and no share to be subdivided

16. The shares in the capital shall be numbered progressively according to their several denominations, provided however, that the provision relating to progressive numbering shall not apply to the shares of the company which are dematerialized or may be dematerialized in future or issued in future in dematerialized form. Except in the manner herein before mentioned no share shall be sub-divided. Every forfeited or surrendered share held in material form shall continue to bear the number by which the same was originally distinguished.

Shares under control of Directors.

17. Subject to the provision 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 provisions 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.

Powers of Company to issue shares in General Meeting.

18 In addition to and without derogating from the powers for that purpose conferred on the Board by these Articles, 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 person (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 person (whether a member 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 Sections 78 and 79 of the Act) at a premium or at par or at a discount such option being exercisable at such time 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.

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Acceptance of shares.

19 Any application signed by or on behalf of an applicant for share in the Company, followed by an allotment of any share therein, shall be an acceptance of shares within the meaning of these Articles, and every person who pays or otherwise accepts any shares and whose name is entered in the Register of Members shall for the purpose of these Articles, be a Member.

Deposit and call etc. to be a debt payable immediately.

20 The money, if any, which the Board shall, on the allotment of any shares being made by it, require or direct to be paid by way of deposit call or otherwise in respect of any shares so allotted, shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

Liability of Members.

21 Every member, or his heirs, executors or administrators, shall pay to the Company the portion of 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 or fix for the payment thereof.

Further Issue of Capital

7. (1) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year 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, then:

(a) 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 ;

(b) The offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined;

(c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub-clause (b) shall contain a statement of this right;

(d) After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner as they think most beneficial to the company.

(2) Notwithstanding anything contained in preceding sub-clause, the Company may-

(a) If a special resolution to that effect is passed by the company in general meeting, or

(b) Where no such 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

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that general meeting (including the casting vote, if any, of the Chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf, that the proposal is most beneficial to the company.

(3) Nothing in sub-clause (c ) of (1) hereof shall be deemed :

(a) To extend the time within which the offer should be accepted; or

(b) To authorize 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.

(4) 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 debentures issued by the company :

(i) To convert such debentures or loans into shares in the company ; or

(ii) To subscribe for shares in the company

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 :

(a) Either has been approved by the central Government before the issue of debentures or the raising of the loans or is in conformity with Rules, if any, made by that Government in this behalf ; and

(b) In the case of debentures or loans or other than debentures issued to, or loans obtained from the Government or any institution specified by the Central Government in this behalf, has also been approved by the special resolution passed by the company in General Meeting before the issue of the loans.

Share 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 of denomination registered in his name, or if the directors so approved (upon paying such fee as the Directors may from time to time determined) to several certificates, each for one or more of such shares and the company shall complete and keep 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 of registration of transfer, transmission, sub-division, consolidation or renewal of any of it 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 person, 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 vis-à-vis all such holders.

(b) Any two or more joint allottees of a share shall, for the purpose of this Article, be

treated as a single member, and the certificate of any share, which may be the subject of joint ownership, may be delivered to anyone of such joint owners on behalf of all of them.

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(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.

Issue of New Certificate in place of One Defaced, Lost or Destroyed

23 If any share 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 certificates may be issued in lieu, thereof, If any Share Certificates is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deems adequate, being given, a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every Certificates under the Articles 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 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. The provisions of this Article shall mutatis mutandis apply to the debenture certificates of the Company.

Payment in anticipation of calls may carry interest.

39 The Directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and receive from any member willing to advance the same whole or any part of the amount remaining unpaid or any shares held by him beyond the sums actually called for, and upon the amount so paid in advance, or so much thereof as from time to time exceed the amount of the call then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate, as the member paying such sum in advance and the Directors agree upon provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. The Directors may at any time repay the amount so advanced. The members shall not be entitled to any voting rights in respect of the money so paid by him until the same would but for such payment, become presently payable. The provisions of these Articles shall mutatis mutandia apply to the calls on debentures of the Company.

Company to have lien on Shares/ Debentures

40 The Company shall have a first and paramount lien upon all the share/Debentures (other than fully paid-up shares/debentures) registered in the name of such 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 shares shall be created except on the condition that this Article will have full affect. Such lien shall extend to all dividends and

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bonuses from time to time declared in respect of such shares/debenture. 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 provision of the article.

41 For the purpose of enforcing such lien the Board may sell the shares/ Debentures subject thereto in such manner as they shall think fit and for this purpose may cause to be issued duplicate certificate in respect of such shares/Debentures and may authorize one of their members to execute a transfer thereof on behalf of and in the name of such member. No sale shall be made until such period aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member or his representatives and default shall have been made by him or them in payment fulfillment, or discharge of such debts, liabilities or engagement for fourteen days after such notice.

Forfeiture of Shares

If money payable on share not paid notice to be given to members

43 If any member fails to pay any call or installment of a call on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Board may at any time thereafter, during such time as the call or installment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have accrued by the Company by reason of such non-payment.

Form of notice

44 The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or installment and such interest thereon at such rate not exceeding 9 per cent per annum as the Directors shall determine from the day on which such call or installment 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 before the time and at the place appointed the shares in respect of which the call was made or installment is payable, will be liable to be forfeited.

In default of payment, shares to be forfeited

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 time thereafter before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited by a 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.

Member still liable to pay money owing at the time of forfeiture and interest.

48 Any member whose shares have been forfeited shall not withstanding the forfeiture, be liable to pay and shall forthwith pay to the Company on demand all calls, installments, 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 not exceeding nine percent per annum as the Board may determine and the Board may enforce the payment thereof, if it thinks fit.

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Cancellation of share certificates in respect of forfeited shares

52 Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate of shares originally issued in respect of the relative share 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.

Power to annul forfeiture

53 The Board may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed off, annul the forfeiture thereof upon such conditions as it thinks fit.

Transfer or transmission of shares

54 In the case of transfer or transmission of shares or other marketable securities where the Company has not issued any certificates and where such shares or securities are being held in an electronic and fungible form in a Depository, the provisions of the Depositories Act, 1996 shall apply.

Register of Transfer

55 The Company shall keep a `Register of Transfer' and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share held in material form.

Instrument of transfer

56 The instrument of transfer shall be in writing and all provisions of Section 108 of the Companies Act, 1956 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

Dematerialization of Securities

59 Company to recognize interest in dematerialized securities under Depositories Act.

(i) Either the Company or the investor may exercise an option to issue, deal in, hold the securities (including shares) with a Depository in electronic form and the certificates in respect thereof shall be dematerialized, in which event the rights and obligations of the parties concerned and matters connected therewith or incidental thereof, shall be governed by the provisions of the Depositories Act, as amended from time to time or any statutory modification thereto or re-enactment thereof.

(ii) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its existing securities, dematerialize its securities held In the Depository and/or offer its fresh securities in the dematerialized form pursuant to the Depositories Act and the rules framed there under If any.

(iii) Every person subscribing to or holding securities of the Company shall have the option to receive security certificate or to hold the security with a Depository, the Company shall Intimate such Depository the details of allotment of the security, and on receipt of the Information, the Depository shall enter in its record the name of the allottee and the Beneficial Owner of the security.

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(iv) All securities held by a Depository shall be dematerialized and be in fungible form.

Nothing contained in Sections 153, 153A, 187C and 372 of the Act shall apply to a Depository in respect of the securities held by it on behalf of the Beneficial Owners.

(v) Notwithstanding anything to the contrary contained in the Act or the Articles, a Depository shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of security on behalf of the Beneficial Owner.

(vi) Same as otherwise provided In (1) above, the Depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.

(vii) Every person holding securities of the Company and whose name is entered as Beneficial Owner in the records of the Depository shall be deemed to be the member of the Company. The Beneficial owner of securities shall be entitled to all the rights and benefits subject to all the liabilities in respect of his securities which are held by a Depository.

(viii) Except as ordered by a court of competent jurisdiction or as required by law, the Company shall be entitled to treat the person whose name appears on the register of members as holders of any share or where the name appears as Beneficial Owner of shares in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or 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, on the part of any other person whether or not it has express or implied notice thereof, but the Board shall be at their sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.

(ix) Every Depository shall furnish to the Company about the transfer of securities in the name of the Beneficial Owner at such intervals and in such manner as may be specified by the byelaws and the Company in that behalf.

(x) Upon receipt of certificate of securities of surrender by a person who has entered into an agreement with the Depository through a participant, the Company shall cancel such certificate and substitute in its records the name of Depository as the registered owner in respect of the said securities and shall also inform the Depository accordingly.

(xi) 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 information as above make appropriate entries in its records and shall inform the Company. 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.

(xii) Notwithstanding anything in the Act or these Articles to the contrary, these

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securities are held in a Depository, the records of the beneficial ownership may be served by such Depository on the Company be means of electronic mode or by delivery of floppies or discs.

(xiii) Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in Depository so far as they apply to shares held in physical form subject to the provisions of the Depository Act.

(xiv) Notwithstanding anything in the Act or these Articles, where securities are dealt with by a Depository, the Company shall intimate the details thereof to the Depository immediately on allotment of such securities.

(xv) The Company shall cause to be kept a Register and index of Members and a Register and index of Debenture holders in accordance with Sections 151 and 152 of the Act respectively, and the Depositories Act, with details of shares and debentures held in material and dematerialized forms in any media as may be permitted by law including in any form of electronics media. The Register and index of Beneficial Owners maintained by a Depository under Section 11 of the Depositories Act shall be deemed to the Register and index of Members and Register and index of Debenture holders, as the case may be, for the purpose of the Act. The Company shall have the power to keep in any state or country outside India a branch Register of Members resident in that state or country.

(xvi)The Company shall keep a Register of Transfer and shall have recorded therein fairly and distinctly particulars of every transfer or transmission of any share held in material form.

Directors May Refuse To Register Transfer

57 Subject to the provisions of Section 111A, these Articles and other applicable provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any power of the company under these Articles or otherwise to register the transfer of, or the transmission by operation of law of the right to, any shares or interest of a Member in or debentures of the Company. The Company shall within one month from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to Company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. Provided that the registration of a 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 where the Company has a lien on shares

Fee on transfer or transmission.

67 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 documents.

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Powers to borrow

70 Subject to the provision of Section 292 of the Act the Board may, from time to time at its discretion by a resolution passed at a meeting of the Board accept deposits from members either in advance of calls or Otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the purpose of the Company. Provided however, where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loan obtained from the Company's bankers in the ordinary course of business) exceed the aggregate of the paid up capital of the Company and its free reserves (not being reserves set apart for any specific purpose) the Board shall not borrow such moneys without the consent of the Company in General Meeting.

Terms of issue of Debentures

72 Any debenture, 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 and attending (but not voting) at General Meetings, 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 General Meeting accorded by an Special Resolution.

Share Warrants

Power to issue share warrants.

75 The Company may issue share warrants subject to and in accordance with the provisions of Sections 114 and 115; and accordingly the Board may in its discretion, with respect to any share which is fully paid upon application in writing signed by the persons registered as holder of the share and authenticated by such evidence (if any) as the Board may, from time to time require as to the identity of the person signing the application, and on receiving the certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant

Meetings of Members

Annual General Meeting—Annual Return.

81 The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year. All General Meetings, other than Annual General Meetings shall be called “Extraordinary General Meetings”. The first Annual General Meeting shall be held within six months after the expiry of the financial year in which the Company was established and thereafter an Annual General Meeting of the Company shall be held within six months after the expiry of each financial year provided that not more than fifteen months shall lapse between the date of one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of Section 166(1) of the Act to extend the time within which any Annual General Meeting may be held. Every Annual General Meeting

shall be called for a time during business hours, on a day that is not a public holiday, and shall be held at the Office of the Company or at some other place within the city in which the office of the Company is situate as the Board may determine and the Notices calling the Meeting shall specify it as the Annual General Meeting. The Company may in any one

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Annual General Meeting fix the time for its subsequent Annual General Meetings. Every member of the Company shall be entitled to attend either in person or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General Meeting which he attends on any part of the business which concerns him as Auditor. At every Annual General Meeting of the Company, there shall be laid on the table the Director's Report and Audited Statement of Accounts, Auditor's Report (if not already incorporated in the Audited Statement of Accounts), the Proxy Register with proxies and the Register of Directors' share holdings which latter register shall remain open and accessible during the continuance of the meeting. The Board shall cause to be prepared the Annual List of members, Summary of the Share Capital, Balance Sheet and Profit and Loss Account and forward the same to the Registrar in accordance with Sections 159, 161 and 220 of the Act.

Extraordinary General Meeting

82 The Board may, whenever it thinks fit, call an Extra ordinary General Meeting and it shall do so upon a requisition in writing by any member or members holding in the aggregate not less than one-tenth of such of the paid up capital as at that date carries the right of voting in regard to the matter in respect of which the requisition has been made.

Quorum at General Meeting.

89 Five Members present in person shall form a quorum for a General Meeting.

Chairman of General Meeting.

91 The Chairman of the Board shall be entitled to take the chair at every General Meeting whether Annual or Extra Ordinary. If the Chairman is unable or unwilling to take the chair or if he is not present within fifteen minutes of the time appointed for holding such meeting then the Vice Chairman shall be entitled to take the chair at such meeting. If there be no such Chairman and/or Vice Chairman if he/they are unable/unwilling to take the chair, or if he/they are not present within fifteen minutes of the time appointed for holding such meeting, then the Directors present shall elect another Director as Chairman, and if no Director is present, or if all the Directors present decline to take the chair, then the members present shall elect one of their number to be the Chairman.

Votes of Members

Members in arrears not to vote.

101 No member shall be entitled to vote either personally or by proxy at any General Meeting or meetings of class of shareholders either upon a show of hands or upon a poll 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, and has exercised, any right of lien.

Number of votes to which Member entitled.

102 Subject to the Provisions 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 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 shall have one vote and upon a poll the

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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 be present at any meeting of the Company, save as provided in Section 87 (2) (b) of the Act, he shall have a right to vote only on resolution placed before the meeting which directly affects the right attached to his preference shares.

Casting of votes by a member entitled to more than one vote.

103 On a poll taken at a meeting of the Company a member entitled to more than one vote, or his proxy or other persons 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.

Voting in person or by proxy.

106 Subject to the provisions of these Articles votes may be given either personally or by proxy. A body corporate being a member may vote either by a proxy or by a representative duly authorized in accordance with Section 187 of the Act and such representative shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual member.

Votes in respect of shares of deceased and insolvent Member

107 Any person entitled under Article 64 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 forty-eight hours atleast before the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares and give such indemnity (if any) as the Directors may require or the Directors shall have previously admitted his right to vote at such meeting in respect thereof.

Chairman of the meeting to be the judge of validity of any vote.

115 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 taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

Directors

Appointment of Alternate Director.

124 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 a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate the office if and when the Original Director returns to the State. If the term of office of the Original Director is determined before he so returns to that State, any provisions in the Act or in these Articles for the automatic reappointment of retiring Director in default of another appointment shall apply to the Original Director and not to the Alternate Director.

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Directors' power to add to the Board.

125 S Subject to the provisions of Section 260 the Board shall have power at any time and from time to time to appoint any other qualified person to be an additional Director, but so that the total number of Directors shall not at any time exceed twelve. Any such additional Director shall hold office only up to the date of the next Annual General Meeting.

Disclosure of interest.

132 A Director of the Company who is in any way—whether directly or indirectly— concerned or interested in a contract or arrangement, or proposed contract or arrangement entered into or to be entered into by or on behalf of the Company shall disclose the nature of his concern or interest at a meeting of the Board in the manner provided in Section 299 (2) of the Act, provided that it shall not be necessary for a director to disclose his concern or interest in any contract or arrangement entered into or to be entered into with any other company where any of the Directors of the Company or two or more of them together holds or hold not more than two percent of the paid-up share capital in any such other company.

Register of contracts in which Directors are interested.

135 The Company shall keep a Register in accordance with Section 301 (1) and shall within the time specified in Section 301 (2) enter therein such of the particulars as may be relevant having regard to the application thereto of Section 297 or Section 299 of the Act as the case may be. The Register aforesaid shall also specify, in relation to each Director of the Company the names of the bodies, corporate and firms of which notice has been given by him under Article 128. The Register shall be kept at the office of the Company and shall be open to inspection at such office, and extracts may be taken there from and copies thereof may be required by any member of the Company to the same extent, in the same manner, and on payment of the same fee as in the case of Register of Members of the Company and the provisions of Section 163 of the Act shall apply accordingly.

Company may increase or reduce the number of Directors.

142 Subject to Section 259 of the Act, the Company may by Ordinary Resolution, from time to time, increase or reduce the number of Directors, and may, (subject to the provisions of Section 284 of the Act) remove any director before the expiration of his period of office and appoint another qualified person in his stead. The person so appointed shall hold office during such time as the Director in whose place he is appointed would have held the same if he had not been removed.

Management

Board may appoint Executive Chairman and Managing Directors

148 Subject to the provisions of the Act and of these Articles, the Board shall have power to appoint from time to time any of its members as Executive Chairman, Managing Director or Managing Directors of the Company for a fixed term not exceeding five years at a time and upon such terms and conditions as the Board thinks fit, and subject to the provisions of Article 130, the Board may by resolution vest in such Executive Chairman, Managing Director or Managing Directors such of the powers hereby vested in the Board generally as it thinks fit, and such powers may be made exercisable for such period or periods, and upon

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such conditions and subject to such restrictions as it may determine. The remuneration of the Executive Chairman, Managing Director or Managing Directors may be by way of monthly payment fee or participation in profits, or by any or all these modes, or any other mode not expressly prohibited by the Act. The Executive Chairman and the Managing Director shall not be required to retire by Rotation. Subject to the provisions of the Act and of these Articles, the Board shall have the power to nominate from time to time, any of its members as Vice-Chairman on such terms and conditions as the Board thinks fit. The Directors may whenever they appoint more than one Managing Director, designate one or more of them as “Joint Managing Director” or “Joint Managing Directors” or “Deputy Managing Director” or “Deputy Managing Directors”, as the case may be, and accordingly the expression “Managing Director” shall also include and be deemed to include “Joint Managing Director” or “Deputy Managing Director” as the case may be.

Exercising of Powers by Managing Director or Managing Directors or Whole Time Directors

149 “The Managing Director or Managing Director or Directors who are in the whole time employment in the Company shall subject to supervision and control of the Executive Chairman, exercise such powers as are vested in them by the Board”.

Special position of Executive Chairman, Vice Chairman and Managing Directors and Whole Time Directors

152 If Executive Chairman, Vice- Chairman or Managing Director ceases to hold the office of Director, he shall ipso facto and immediately cease to be an Executive Chairman, Vice-Chairman or a Managing Director or Whole Time Directors.

The Secretary

167 Subject to the provisions of Section 383A of the Act, the Board of Directors may, from time to time appoint and, at their discretion remove any individual (hereinafter called `the Secretary’) who shall have such qualifications as the authority under the Act or these Articles are to be performed by the Secretary, and to execute any other purely ministerial or administrative duties which may from time to time be assigned to the Secretary. The Board of Directors may also at any time appoint some persons (who need not be the Secretary) to keep the registers required to be kept by the Company.

The Seal

168 (a) The Board shall provide a Common seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu of the same, 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.

Dividends

Dividends only to be paid out of profits.

172 No dividends shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of Section 205 of

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the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both provided that:

a) If the Company has not provided for depreciation for any previous financial year or years it shall, before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the profits of any other previous financial year or years;

b) if the Company has incurred any loss in any previous financial year or years the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or against both.

Retention of dividends until completion of transfer under Article 65.

176 The Board may retain the dividends payable upon shares in respect of which any person is, under Article 65 entitled to become a Member or which any person under that Article is entitled to transfer, until such person shall become a member, in respect of such shares or shall duly transfer the same.

Unclaimed dividend

181 (a) Where the Company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted within 30 days from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said period of 30 days, open a special account in that behalf in any scheduled bank called unpaid dividend of Tunip Agro Limited 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. Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the general revenue account of the Central Government. A Claim to any money so transferred to the general revenue account may be preferred to the Central Government by the shareholders to whom the money is due.

(b) That there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law and the Company shall comply with all the provisions of Section 205-A of the Act in respect of unpaid or unclaimed divided.

No interest on dividends.

182 No unpaid dividend shall bear interest as against the Company.

Dividend and call together.

183 Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on 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

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and the member, be set off against the calls.

Documents and Notices

Service of documents or notices on Members by Company.

191 (a) A document or notice may be served or given by the Company on any member either personally or by sending it by post to him to his registered address or (if he has no registered address in India) to the address if any in India supplied by him to the Company for serving documents or notice on him. Simultaneously, with the dispatch of the notice or documents as the case may be, confirmation of the same shall be forwarded to all those members of the Company who may be outside India.

(b) Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the document or notice, provided that where a member has intimated to the company in advance that documents and notices should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sum sufficient to defray the expenses of doing so; service of the document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the member and, such service shall be deemed to have been effected in the case of a Notice of a meeting, at the expiration of forty eight hours after the letter containing the document or notice is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.

By advertisement

192 A document or notice advertised in a newspaper circulating in the neighbourhood of the Office shall be deemed to be duly served or sent on the day on which the advertisement appears on or to every member who has no registered address in India and has not supplied to the Company an address within India for the serving of documents on or the sending of notice to him.

On joint holders.

193 A document or notice may be served or given by the Company on or to the joint holders of a Share by serving or giving the document or notice on or to the joint holder named first in the Register of the Members in respect of the share.

Winding Up

Liquidator may divide assets in specie.

199 The Liquidator on any winding-up (whether voluntary, under supervision or compulsory) may with the sanction of a Special Resolution, but Subject to the rights attached to any preference shares capital, divide among the contributors in specie 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 trust for the benefit of the contributors as the liquidator, with the like sanction, shall think fit.

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Indemnity and Responsibility

Directors' and others' right of indemnity.

200 Every officer or Agent for the time being of the Company shall be indemnified out of the assets of the Company against all liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or discharged or in connection with any application under Section 633 of the Act, in which relief is granted to him by the Court.

Secrecy Clause

201 (a) Every Director, Manager, Auditor, Treasurer, member of a Committee, 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 pledging himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by law or by the person to whom such matters relate and except and so far as may be necessary in order to comply with any of the provisions in these presents contained.

(b) No members shall be entitled to visit or inspect any works of the Company without the permission of the Directors or to require discovery of or any information respecting any details of the Company's trading, or any matter which is or may be in the nature of a trade secret mystery of trade, secret process of any other matter which may relate to the conduct of the business of the Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose.

General Power

202 Wherever in the Companies Act, it has been provided that the Company shall have right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this regulation hereto authorizes and empowers the Company to have such rights, privilege or authority and to carry such transactions as have been permitted by the Act, without there being any specific regulation in that behalf herein provided

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SECTION VIII - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts and agreements referred to (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Company or contracts entered into more than two years before this DRHP), which are or may be deemed material to be material have been entered into by or on behalf of the Company. Copies of these contracts together with copies of documents referred under Material Documents below all of which have been attached to the copy of this DRHP and have been delivered to the Stock Exchanges and may be inspected at the Registered Office of the Company between 9:30 am to 5:30 pm on any working day from the date of this DRHP until the date of closure of the subscription List.

Material contracts 1. Memorandum of Understanding dated May 28, 2010 entered into between the Company and Keynote

Corporate Services Limited, Book Running Lead Manager to the Issue. 2. Memorandum of Understanding dated April 29, 2010 entered into between the Company and Sharepro

Services (I) Pvt. Ltd. Limited, Registrar to the Issue. 3. Escrow Agreement dated [•], between the Company, the BRLM, the Escrow Collection Banks and the

Registrar to the Issue. 4. Syndicate Agreement dated [•] between the Company, BRLM and Syndicate Members. 5. Underwriting Agreement dated [•] between the Company, BRLM and Syndicate Members. 6. Copy of Tripartite agreement dated [•] entered into between the Company, CDSL and Registrar to the

Issue. 7. Copy of Tripartite agreement dated May 20, 2009 entered into between the Company, NSDL and

Registrar to the Issue. Material Documents 1. Memorandum of Association and Articles of Association of the Company, as amended from time to time. 2. Shareholders’ resolutions dated March 03, 2010 in relation to this Issue. 3. Resolutions of the general body for appointment and remuneration of our whole-time Directors. 4. Balance Sheets of the Company for the financial years ending on March 31, 2010, 2009, 2008, 2007 and

2006.

5. Consents of Auditors, Bankers to the Company, BRLM, Registrar to the Issue, Directors of our Company, Legal Advisor to the Issue, Company Secretary and Compliance Officer, as referred to, in their respective capacities.

6. Legal Due Diligence Report dated June 07, 2010 by Corporate Law Chambers India, Advocates.

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7. Copy of certificate dated June 24, 2010 issued by Pankaj Dalal & Associates, Chartered Accountant and Statutory Auditors of the Company in terms of Part II Schedule II of the Companies Act 1956 including capitalisation statement, taxation statement and accounting ratio.

8. Copy of certificate dated March 09, 2010 issued by Pankaj Dalal & Associates, Chartered Accountant and

Statutory Auditors of the Company regarding tax benefits accruing to the company and its shareholders. 9. Copy of certificate dated May 18, 2010 received from Pankaj Dalal & Associates, Chartered Accountant

and Statutory Auditors of the Company regarding sources and deployment of funds. 10. Copies of Shareholders Agreement with BETL and DIL, copy of Advertisement agreement with BETL.

11. Copy of joint venture agreement with Lanka Milk Foods (CWE) PLC.

12. Copies of Sanction Letter and agreement from SIFL for approving the loan of Rs. 500.00 lacs

13. Copy of Research Report on Indian Fruit Juice Industry from CARE for May 2010. 14. IPO grading report dated [•] issued by [•], a credit rating agency registered with SEBI. 15. In-principle approval dated [•] and [•] from BSE and NSE for listing of the securities offered through this

Prospectus. 16. SEBI Observation Letter No. [•] dated [•] issued by the Securities and Exchange Board of India.

Any of the contracts or documents mentioned in the DRHP may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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PART III

DECLARATION

All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, 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, the Securities and Exchange Board of India Act, 1992 or rules made thereunder or regulations issued, as the case may be. The Company further certifies that all statements in this Draft Red Herring Prospectus are true and correct. Signed by all Directors Sd/-

Sd/-

Siddhant Goyal Managing Director

Neeta Goyal Whole Time Director

Sd/-

Sd/-

Ghulam Mohammed Independent Director

Satyabir Bhattacharyya Independent Director

Signed by the Company Secretary and Compliance Officer

Sd/-

Latesh Shah Company Secretary & Compliance Officer

Date: July 07, 2010 Place: Mumbai