Checklist: SHARE APPLICATION FORM

Please Fill ONLY the following details on the share application

Form:
x Name of Applicant Company. The address for communication to be
mentioned is that of
C/o SICOM LIMITED, Nirmal, 1
st
Floor, Nariman Point,
Mumbai 400 021
x Number of Shares Applied and the bid price (in case of Book
Building issue)
x Pan Number (if not then "Applied For" and put Ward No.)
x Signature of Applicant, in case of Company/Firm/HUF the Rubber
stamp is needed

Things to be left BLANK ON SHARE APPLICATION FORM:
x Address of Applicant
x Second/Third applicant Name
x Sole/First Applicant Bank Details
x Payment Details
x D-mat Account Details

BANK AND DEMAT ACCOUNT:
All Bank Account/s will be opened with HDFC Bank at Mumbai.
Kindly fill the full details on the account opening forms of HDFC Bank. All
the D-mat Accounts will be opened with HDFC Bank at Mumbai. Please fill
up the D-mat form completely. Please ensure to pass proper Board
Resolution covering mentioning of the correspondence address details as
follows and accordingly fill in the account opening form with
correspondence address as follows:
C/o. SICOM LIMITED, Nirmal, 1
st
Floor, Nariman Point, Mumbai
400 021.

DOCUMENTS NEEDED:
x Certified true copy of Memorandum and Articles of Association
x 3 passport size photographs of each Directors/Authorized Signatory
2
x 2 residential proofs for Directors (passport/Ration Card/Driving
License/PAN Card/Voter ID Card/Utility Bill Copy)
x Certified true copy of the Board Resolution for making application
for equity shares, making loan application to SICOM, execution of
various documents and applications etc. and for affixing common
seal, wherever necessary. A format of the Board Resolution is
attached herewith.
x Copy of last 2 years IT Returns.
x DD/Pay Order/High Value Cheque (Margin + Stamp Charge +
Interest) favoring "SICOM LIMITED".
x D-mat charges cheque favoring "__________________"
x Copy of PAN Card
x Copy of CMN letter issued to you (in case of existing clients)
x Address proof of the Borrower Company (Utility Bill/PAN Card/IT
Returns)
x List of Authorized Signatories duly certified by the Banker with
supporting Board Resolution of the Borrower Company
x Resolution under Section 293 (1) (d) of the Companies Act, 1956
for borrowings together with auditors certificate certifying that the
borrowings (including present borrowing) does not exceed the
limits stipulated by the AGM/EGM. This is applicable for Public
Limited Companies only.

3
Checklist: FINANCING DOCUMENT

1. Please fill the first page, which includes the following:
x xx x Name of Applicant/borrower/client
x xx x Address, Telephone numbers of
Applicant/borrower/client
x xx x Background of Client/Applicant/borrower
x xx x References.
x xx x Signature at right hand corner with the Company Rubber
Stamp.
2. Application from borrower/client/Applicant duly signed by the
Director with its Rubber Stamp
3. Sanction letter duly accepted by the Applicant/Client/borrower and
signed with its Rubber Stamp
4. DPN duly executed by the borrower under its Common Seal with
revenue stamp
5. Constructive stamp receipt
6. POA duly filled, stamped, executed under its Common Seal,
witnessed and notarized
7. Loan Agreement duly stamped, filled and executed under its
Common Seal
8. Letter to Bank for adjustment of loan of lender with refund money
9. Letter to registrar for release/delivery of shares and refund order to
the lender/Bank
10. Counter Foil of Share Application duly acknowledged
11. Board Resolution under Section 293 (1) (d) in case of borrower is a
Public Limited Company

Important Notes:
1. SICOM reserves the right to reject any application
even after depositing the margin money without
assigning any reason.
2. Incomplete documents are liable for rejection.
3. Please ensure that the Board Resolution is passed as per the
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format enclosed. Please also ensure that the resolution in
respect of affixing Common Seal is passed strictly in
accordance with the Seal provision of Memorandum and
Articles of Association of the borrower Company.
4. Please ensure to attach a certified true copy of Resolution
under Section 293 (1) (d) of the Companies Act, if the
borrower Company is a Public Limited Company.
5. The client/borrower has to put
x his initials at all the places where 'x' is marked
x signature with Rubber Stamp at all places where `xx' is
marked
x and Companys Common Seal wherever '' is marked.
5
FINANCING DOCUMENT

I. Name of the Borrower/Applicant Company:
__________________________________________________ x
II. Address Registered Office:
__________________________________________________ x
III. Address Corporate Office:
__________________________________________________ x
IV. Telephone Numbers:
__________________________________________________ x
V. Fax Nos.:
__________________________________________________ x
VI. Name/s of Contact Person:
__________________________________________________ x
VII. his telephone numbers:
__________________________________________________ x
Cell Numbers: ________________ x
E-Mail ID: ________________ x
VIII. Director/Authorized Persons name:
__________________________________________________ x
IX. Residential Address and telephone numbers:
__________________________________________________ x
X. Background (Details of Business):
__________________________________________________ x
XI. References (1):
Name and address:
__________________________________________________ x
Telephone Numbers: _________________________________ x
Fax Numbers: ______________________________________ x
E-Mail ID: ____________________ x

References (2)
Name and address:
__________________________________________________ x
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Telephone Numbers: _________________________________ x
Fax Numbers: ______________________________________ x
E-Mail ID: ____________________ x

XII. Whether loan availed for any other IPO earlier: ____________ x
If Yes, Name of IPO: _________________________________ x
Number of Shares applied for: ______________________ x
Loan Amount:_______________________________________ x


xx
Signature of Applicant with Rubber Stamp
7
Check List (For Office Use Only)

1. Photographs of Directors
2. Copy of PAN Card/Form No.60
3. Ward Number
4. Residential Proofs of Directors
5. Board Resolution (as per format)
6. Articles and Memorandum of Association
7. List of Authorized Signatories duly verified by the Bank with
supporting resolution
8. Last 2 years Balance Sheets and IT Returns
9. Address Proof of the Borrower Company
10. Cheque / DD for D-Mat charges
11. Acceptance to sanction letter
12. Resolution under Section 293 (1) (d) with auditors certificate

Recommendation (for office use only)

1. Number of Share applied for:
2. Application Amount (Rs.):
3. Less Margin (Rs.)
4. Loan Amount (Rs.)
5. Rate of Interest:
6. Other Charges:
7. Cheque No.:
8. Amount of Cheque:
9. Drawn on:
10. Dated:

Prepared by: _________________

Checked by: _________________

Approved by: ________________


8
APPLICATION FOR LOAN
Put Rubber stamp of the Company with address
Date : ____________ x

To,
SICOM Limited,
Nirmal, 1st floor,
Nariman Point,
Mumbai 400 021
Sir,
Sub: Application for loan of Rs.__________________________/- x
for making application in the IPO of ___________________ x
___________________ Limited. x

We hereby request you for a loan of Rs. _____________________/- x
(Rupees ________________________________________________) x
for applying in the Initial Public Offering of ___________________ x
_________________________________________________ Limited. x

The repayment for this loan and all other dues will be made first out
of refund, if any, from this application money. In case of allotment of
shares, SICOM will have a right to sell the allotted shares for recovery
of its dues. We also agree and undertake to repay to you the
balance, if any.

We have gone through the documents for the loan and other papers
and we agree and are willing to sign such other documents as may be
required by you for the loan, if granted.

If approved, we request you to disburse the loan by drawing a cheque
in favour of _____________________________________________ x
________________________________________ x

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We understand that you are in no way obliged to grant us the loan
requested. In the event of loan not being granted, we shall have no
claim whatsoever against you except the return of the amount paid
by us towards margin and/or interest, that too without any interest
thereon.
Thanking you in anticipation,
Yours truly,
For_________________________ Limited x


xx
Director.
10
SANCTION LETTER
Date : ____________ x
To,
Put Rubber stamp of the Company with address



Dear Sir,

Sub: Your request for loan to apply in the IPO of
___________________________________________ x

Please refer to your application dated __________________ requesting x
us for sanction of a loan of Rs._________________________ for your x
making application for IPO of _________________________________ x

In Consideration of your request and subject to the correctness of the
representations made by you from time to time, we are pleased to
sanction you a loan of Rs.____________________________________ x
on following terms subject to your executing the enclosed documents
and/or other documents as may be required by us or the bank, as per
our instructions given below:

Loan Amount: Rs.__________________ x

Period: ______ days x

Interest: ______% payable at the beginning x

Security: As per Schedule attached x

Margin: _____ x
11
INSTRUCTIONS:

I Agreement of Pledge:
x To be executed by borrower under its common seal.
x Should be executed on Rs.100/- stamp paper in Maharashtra and in
other states as per laws of that state.
x Stamp paper should be in Borrower's name
x Stamp paper should have been issued not more than six months
prior to date of agreement. Full signatures on all pages
x All blanks should be filled in and borrower should initial alongside.
Company Seal should be affixed on last page of the Agreement.
Execution should be witnessed.

II Power of Attorney:
x To be executed by Borrower under its Common Seal.
x Should be executed on Rs.100/- stamp paper in Maharashtra and in
other states as per laws of that State
x Stamp paper should be in Executor's name
x Stamp paper should have been issued not more than six months
prior to date of execution. Full signatures on all pages.
x All blanks should be filled in & executor should initial alongside.
Should be notarized.
x Company Seal should be affixed on last page
x Execution should be witnessed

III Demand Promissory Note:
x To be executed by the Borrower Company with Common Seal
x Signature should be on 1 Rupee Revenue Stamp, which should run
across the revenue stamp.

IV Specimen Signature and It's Verification:
x Specimen signatures of the executants/directors of the Borrower
and Guarantors should be verified by banks. Copy of board
resolution appointing the persons as signatories may also be
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submitted.

V Post Dated Cheques:
x P. D. C. for the Loan Amount of due date.

VI Memorandum and Articles of Association of the Company:
x Certified true copy of the same to be submitted.

VII Board Resolution:
x Certified true copy of the Board Resolution covering making
application in IPO, application for loan to SICOM, opening and
operating bank and D-Mat account, instructing the bank for change
of correspondence address, change in operating instructions of
savings/current/D-Mat accounts and all other related activities and
execution of documents under Common Seal and creation of pledge
of shares in favour of SICOM. A draft of the Board Resolution is
enclosed herewith.

VIII Auditors Certificate:
x Certifying that the borrowing of the Company are within the limits
stipulated by the AGM/EGM under Section 293 (1) (a) of the
Companies Act, 1956 together with certified true copy of the
resolution under Section 293 (1) (a).
Yours faithfully,
For SICOM LIMITED,

Authorized Signatory
We accept the above terms and conditions.


(Signature of the Director of borrower with rubber stamp)
13
DEMAND PROMISSORY NOTE

Date: _____________ x
Place: _____________ x

Rupees ____________________ x

On demand We, _____________________________________ Limited x
having its registered office at ________________________________ x
________________________________________________________ x
promise to pay to SICOM LIMITED (the lender) or order at Mumbai x
Rupees__________________________ (Rupees _______________ x
______________________________________________________) x
with interest thereon at the rate _____% p. a. along-with all taxes, x
cess & duties for value received, payable at the end of _____ days. x
We also agree that this note may be assigned/pledged/hypothecated
to any bank or financial institutions as may be required by the lender
without notice.

We, hereby unconditionally and irrevocably waive presentment, noting
and protest of this note.

Revenue Stamp



Common Seal.
14
RECEIPT

Received with thanks from SICOM LIMITED a sum of Rs. __________ x
_______________ (Rupees _________________________________ x
____________________________________________________Only) x
as loan for a period of _______ through cheque No._______________ x
drawn on _______________________________________ payable at x
Mumbai dated _________. x

The above cheque has been issued in favour of __________________ x
________________________________________________________ x
on our specific instructions to make application in the public issue of
_______________________________________________________ x

For________________ Limited,
(Put Rubber stamp of the Company with address)


xx
Director.
15










LOAN CUM PLEDGE AGREEMENT

This Agreement made at Mumbai on this _______ day of __________ x
_______________ by and between: x
________________________________________________________ x
_________________ Limited a Company incorporated and registered x
under the Companies Act, 1956 and having its Registered Office at ____ x
_________________________________________________________ x
_______________________________________ hereinafter called the x
"Borrower(s)" (which expression shall unless it be repugnant to the
context or meaning thereof be deemed to include its successor or
successors and permitted assigns) of the First Part

AND

SICOM LIMITED, a Company incorporated and registered under the
Companies Act, 1956 and having its Registered Office at Nirmal, 1
st
floor,
Nariman Point, Mumbai 400 021 hereinafter called "Lender" (which
expression shall unless it be repugnant to the context or meaning
thereof be deemed to include its successor or successors and permitted
assigns) of the Second Part

WHEREAS the Borrower by its letter dated _____________________ x
requested the Lender to grant to the Borrower a loan of
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Rs.________________________/- (Rupees ____________________ x
______________________________ Only) (hereinafter referred to as x
"the said loan) for the purpose of making application of the IPO of
_________________________________________, which Lender has x
agreed to do on the Borrower agreeing to repay the loan/monies
becoming due with interest and other charges in the manner
mentioned in the First Schedule and on the Borrower agreeing to
comply with the terms and conditions stipulated by Lender in the letter
of sanction dated ____________ or otherwise and upon the Borrower x
securing repayment of the monies becoming due under the said loan
together with interest and other costs, charges and expenses to the
Lender by pledge of shares and securities described in the Second
Schedule hereunder written on the terms and conditions hereinafter
recorded.

AND WHEREAS the Borrower has by a Demand Promissory Note of
even date/dated ______________ promised to pay to the lender the x
said amount and interest thereon and has given the same as a
collateral security.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:

1. Upon the request of the Borrower(s), the lender agrees to lend
and advance to the Borrower(s) and the Borrower(s) agrees to
borrow the sum not exceeding Rs. _______________________ x
(Rupees ___________________________________________ x
__________________________________________________ x
_______________) from the lender upon the terms and x
conditions set out hereinafter for the purpose of subscribing to
the shares of _______________________________________ x
____________________________________________ Limited x
(hereinafter referred to as "Shares").

17
2. In pursuance of the said agreement and in consideration of the
Loan of Rs. ________________________________________/- x
(Rupees ___________________________________________ x
__________________________________ Only) granted by x
the lender to the Borrower to be made available in one or more
installments according to the needs of the Borrower and as the
lender may deem fit, the Borrower hereby agrees to and doth
pledge in favour of the lender the Shares along with blank
transfer forms as and by way of security to repay the said loan
of Rs. ________________________________________/- x
(Rupees ___________________________________________ x
_____________________________________________ Only) x
availed by the borrower from the lender upon the terms and
conditions hereunder recorded. In the event of failure of the
Borrower to repay the said loan or any portion thereof or any
interest due on its due date, then the entire amount then
outstanding shall at the option of the lender become due and
payable forthwith.

3. The Borrower shall pay interest on the amount due under the
said loan of (Rupees ________________________________/- x
(Rupees ___________________________________________ x
__________________________________________________ x
Only) at the rate of_______% per annum with monthly rests x
in advance payable at the beginning of the loan transaction till
the entire loan of Rs.________________________________/- x
(Rupees ___________________________________________ x
__________________________________________________ x
Only) and interest thereon is repaid by the Borrower in full.

4. In default of payment of loan granted by the lender to the
Borrower or interest thereon:
a. the lender shall have an absolute and irrevocable
right to instruct the DP to sell the said shares and to
18
receive and appropriate the sale proceeds towards
satisfaction of its dues;
b. the lender shall have an absolute and irrevocable
authority/right/power to instruct the DP and the
bank to sell the said shares and to transfer the
proceeds from the Borrowers account to the lenders
account;
c. to exercise such a right and all other rights by the
lender, the Borrower agrees and undertakes with the
lender to give an irrevocable power of attorney in
favour of the lender; the lender shall in addition to
agreed rate of interest, charge compensatory
interest at the rate of _____% p.m. from the date of x
default to the date of actual payment of such
defaulted amount. The Borrower further agrees that
the lender shall be entitled to change the rates
and/or periodicity of interest and compensatory
interest etc. mentioned hereinabove and this clause
at any time by giving notice to the Borrower and
shall thereafter be entitled to charge interest at the
changed rate as if the same was provided for in this
agreement.

5. The Borrower agrees to use the loan only for the purpose of
making application for the shares and further agrees that in
case any allotment is made to the Borrower towards such
application, the Shares allotted would be deemed to be pledged
in favour of lender and or its assigns, on and from the date of
such allotment. The Borrower also agrees and undertakes to
issue necessary instruction to the DP for recording pledge of
the lender on the said shares immediately upon allotment of
the shares applied for. The borrower further agrees to give an
irrevocable power of attorney to the lender for creation of
pledge on the said shares and to give necessary instructions to
19
DP for marking lien on these shares.

5.2 The Borrower further undertakes that it shall not at any time
hereafter create any encumbrances or charge in any manner
whatever on the Shares, which may be allotted to Borrower
pursuant to the application proposed herein.

6. De-materialization of equity shares:

6.1 The Borrower acknowledge(s) that the Shares which are the
subject matter of the pledge under this Agreement may be
wholly in a dematerialized state or in a physical state or partly
in one form and partly in another form. The Borrower agree/s
that the applicable provisions of this Agreement shall operate
depending on whether the Shares are in a dematerialized state
or physical state, as the case may be.

6.2 The Borrower represent/s that in relation to those Shares which
are in a dematerialized state, the Borrower shall enter into an
agreement with _____________________________________ x
__________________________________________________ x
(the "Participant) in terms of Section 5 of the Depositories Act,
1996 ("Depositories Act") and Regulation 41 of the Depositories
and Participants Regulations, 1996 ("DAP Regulations") and
shall have the particulars of the Shares to be entered in the
respective records of the Participant and the Depository. All the
particulars of the Participant and the Depository including their
respective names and addresses shall be furnished to lender
and the Borrower undertake(s) not to effect any change in
either the Participant or the Depository without the prior
permission of lender.

6.3 The Borrower undertake(s) that on being beneficial owner(s) of
the Shares, it shall follow the procedure prescribed under
20
Regulation 58 of the DAP Regulations for creating pledge of the
Shares in favour of the lender. The Borrower acknowledges and
confirm(s) that forthwith upon the Depository recording and
registering in its register the name(s) of the Borrower, the
pledge of the shares shall be deemed to have been created in
favour of lender and the Borrower shall ensure that all the
documentary and other evidence and entries are recorded in
terms of Regulation 58 of the DAP Regulations and the name of
lender or its depository participant or its custodian as required
by lender is registered by the Participant as the pledge having
created in respect of the shares in the records of the Participant
so as to ensure that the effective and valid pledge on the
shares is created in favour of lender forthwith.

6.4 The Borrower acknowledge/s and confirm/s that the lender
shall hold the pledge over the shares in accordance with the
terms of the Depositories Act and the D&P Regulations.

6.5 If any of the Shares are to be withdrawn from the pledge
created in favour of lender or in case any fresh shares are
pledged in addition to existing Shares or in substitution of any
Shares withdrawn, the procedure under the DAP Regulations
shall be followed.

7. That the Borrower hereby declares and confirms that the shares
and securities more particularly described in the Second
Schedule here under are and shall at all times be shares and
securities which belong or may belong to the Borrower
beneficially and/or entrusted to the Borrower by the owner
thereof for performing acts or things in relation thereto with full
authority in favour of Borrower to pledge the same.

8. That the borrower agrees that the shares and securities more
particularly described in the Second Schedule hereunder are
21
free from all encumbrance and are freely transferable and
marketable.

8.1 That the Borrower shall not during the continuance of this
Agreement create in favour of third parties a pledge or lien or
otherwise charge or encumber any of the shares and securities
for the time being the subject or intended to be the subject of
this security for or permit any act whereby the security
hereinbefore expressed to be given to the lender shall be in any
way prejudicially affected.

9. The Borrower shall not without the previous consent of the
lender withdraw from the lender any of the shares, which
are/may be pledged to lender and forming part of the securities
herein, provided the value of the Shares is paid to lender or
shares of a similar nature to those held by lender as pledgee or
any of the same and/or at least equal value are substituted for
the shares so withdrawn, provided always that with the
previous consent of the lender the Borrower shall be at liberty
to withdraw from the lender any of such shares for the time
being pledged with the lender without paying into the said
account such advance value as aforesaid or substituting any
shares as aforesaid provided the necessary margin required
herein is fully maintained.

10. The Borrower shall keep and maintain a margin of ________ at x
all times during the continuance of the security and in the event
of the market value of the securities falling below ________ of x
the margin stipulated above, the Borrower shall make good
such short-fall on its own within a period of 7 days from the
date of such short fall by pledging with the lender further
securities of sufficient value to make up the deficiency or shall
reduce the amount for the time being due to the lender by cash
payment so as to maintain the margin. Failing which the lender
22
shall be entitled to charge penal interest @ 2.00 % p.m. on the
outstanding amount for the period from the expiry of the said 7
days till the date of making good the deficiency in the margin
or payment of cash as stipulated.

11. That all the Shares hereafter delivered and/or intended to be
delivered and/or pledged as aforesaid shall be insured against
fire, theft, riots, civil commotion, floods and such other risks as
the lender may require the Borrower to do in an insurance
office of repute approved by the lender a/c in the name of the
lender for the full market value or such value as the lender may
think proper, of such shares and that all policies for and
receipts for premium paid on such insurance shall be delivered
to the lender. Should the Borrower fail to so insure or fail to
Deliver the policies or receipts for premium as aforesaid, the
lender shall be at liberty to effect such insurance at the
expense of the Borrower a/c to debit the expenses so incurred
to the loan account of the Borrower and the sums so debited
shall be deemed to be an advance by the lender carrying like
interest and secured by the pledge of the Shares and securities
created in favour of the lender. The Borrower also agrees to
insure the Shares for any other risks if called upon by the
lender to do so.

That all sums received under any such insurance as aforesaid
shall be applied in or towards the liquidation of the balance due
to the lender for the time being and in the event of there being
a surplus the same shall be applied as provided herein.

12. In the event of the failure of the Borrower to repay to the
lender the loan or any portion thereof and/or interest due
thereon on its due date or in the event of there being a default
on the part of the Borrower it shall be lawful for the lender to
lodge the pledged securities along with the transfer forms duly
23
filled up with the respective company of which the shares are
being transferred in the name of the lender at the costs,
charges, risks and expenses of the Borrower and thereafter to
sell and dispose of the same or such other shares and securities
or that may at any further time be pledged or any part thereof
subject to such conditions as the lender shall think fit. In the
event of the said Shares are in D-Mat format and the Borrower
failing to repay to the lender the said loan and/or any part
thereof and/or interest, costs, charge and expense thereon on
its due date or in the event of there being any default on the
part of the Borrower, it shall be lawful for the lender to issue
necessary instruction to the DP Agent for selling the said
Shares and to receive and appropriate the realizations there
from towards the dues.

13. In the event of there being a surplus available of the net
proceeds of such sale after payment in full of the balance due
to the lender, it shall be lawful for the lender to retain and
apply the said surplus together with any other money or
monies belonging to the Borrower for the time being in the
hands of the lender in or under whatever account the same
shall extend, in or towards payment or liquidation of any and all
other moneys which shall be or may become due from the
Borrower whether solely or jointly with any other person or
persons, firm or company to the lender by way of loans,
discounted bills, letters of credit, guarantee charges or of any
other debts or liabilities including bills, notes, credits, and other
obligations current through not then due and payable or other
demands legal or equitable which the lender may have against
the Borrower or which the law of set off or mutual credit would
in any case admit and whether the Borrower shall become or be
adjudicated bankrupt or insolvent or be in liquidated or
otherwise and interest thereon from the date on which any and
all advances in respect thereof shall have been so advanced.
24

14. The Borrower agrees to accept as conclusive proof of the
correctness of any sums claimed to be due from the lender
under this agreement, a statement of account made out from
the books of the lender and signed by the accountant or other
duly authorized officer of the lender without the production of
any other voucher, document or paper.

15. This Agreement is to operate as security for the moneys from
time to time due to the lender as also for the ultimate balances
to become due on the said Loan Account and the said account
is not to be considered exhausted by reason of the said account
being brought to credit at any time or from time to time as long
as the Facility is not terminated.

16. Provided always that this Agreement is not to prejudice the
rights or remedies of the lender against the Borrower
irrespective and independent of this Agreement in respect of
any other advances made or to be made by the lender to the
Borrower.

17. No change whatsoever in the constitution of the Borrower
during the continuance of this Agreement shall impair or
discharge the liability of the Borrower hereunder.

18. The Borrower hereby agrees to execute on demand by the
lender such further documents as may be required by the
lender to ensure full beneficial advantage and to vest the
shares or any of them in the lender and render the same
readily saleable or transferable by the lender at any time.

19. The following shall be treated as default on the part of the
Borrower in addition to the defaults enumerated hereinabove
earlier
25
i) non payment of the dues payable by the Borrower.
ii) non-intimation in change of constitution within 15 days
of such change;
iii) non-intimation/submission of un-audited results;
iv) winding up or insolvency of the Borrower; and
v) non-intimation of mergers or amalgamation applications
of the Borrower.

20. Any demand or notice lo be made or given to the Borrower may
be made or given by leaving the same at or posting the same
by post under Certificate of Posting addressed to the Borrower
at its address mentioned hereinabove and every such demand
or notice shall be deemed to be received as the case may be at
the time at which it is left or at the time at which it should lave
been delivered in the ordinary course of post.

21. The Borrower shall bear and pay a sum of Rs.___________/- x
as and by way of processing and service charges. In addition
any incidental costs, charges or expenses arising out of the said
loan shall be payable by the Borrower. If the loan period is
extended at the mutual consent of the lender and/or the
Borrower or the repayment is delayed beyond the stipulated
time, in such event the Borrower will pay to the lender
additional custodian charges as may be decided by the lender
at the time of above happening or events.

22. This Agreement shall be governed by the laws applicable in
India and the jurisdiction shall be exclusively of courts in
Mumbai.

23. Except where it has been provided otherwise, any dispute or
difference arising out in connection with the present Agreement
whether during its subsistence or thereafter between the
parties including any dispute or difference relating to the
26
interpretation of the Agreement or any clause thereof shall be
settled by arbitration in accordance with the provisions of The
Arbitration and Conciliation Act, 1996 or any statutory
modifications thereof and shall be referred to the sole arbitrator
nominated by the lender. No objection shall be taken on the
ground that the arbitrator so appointed is an employee of the
lender or is in any way associated with the lender. The award of
the arbitrator shall be final, conclusive and binding on all the
parties. The arbitrator shall be competent to decide whether
any matter of dispute of difference referred to him falls within
purview of arbitration as provided for above and/or any matter
relating to arbitration under The Arbitration and Conciliation
Act, 1996.

24. Any loss, damage, harm, injury, injustice suffered by the
borrower shall not be construed and/or binding upon the lender
under any circumstances of whatsoever nature caused by
forced majeur i.e. fire, strike, lockout, war, civil commotion,
earthquake, labor unrest such as but not limited to go slow,
acts to God, omission or acts of public authorities preventing or
delaying performance of obligation, acts of public authorities,
including changes in law, regulation or delaying performance of
obligation, acts of public authorities, including changes in law,
regulation or policies of the Government, Banking or other
regulatory authority acts beyond the control of the party or for
any other reasons which can not reasonable be forecast or
provided against, and which can not be predicted by men of
ordinary prudence.

IN WITNESS WHEREOF the Borrower has caused this
Agreement to be executed by the hands of its Director/Authorized
Person under its Common Seal and the Authorised Signatory of SICOM
has hereunto put his signature the day and the year first hereinabove
written.
27

THE COMMON SEAL OF _____________ }
________________________________ }
LIMITED was hereunto been affixed }
hereto pursuant to the resolutions }
passed in the meeting of its Board }
of Directors held in that behalf on }
____day of _________________ 2005 }
in the presence of Shri __________ } xx
_____________________________ }
and Shri ______________________ } xx
___________________ the Director(s) }
of the Company who have signed these }
presents in token thereof }

SIGNED AND DELIVERED by SICOM }
LIMITED by the hands of it's }
authorized signatories }
Shri _______________________ & } xx
Shri ________________________ } xx

ANNEXURE
28














POWER OF ATTORNEY

TO ALL TO WHOM THESE PRESENTS SHALL COME, We
________________________________________________________ x
Limited a Company incorporated and registered under the Companies
Act, 1956 and having its registered office at
________________________________________________________ x
_______________________________________ hereinafter called the x
"Borrower(s)" (which expression shall unless it be repugnant to the
context or meaning thereof be deemed to include its successor or
successors and permitted assigns) DO HEREBY SEND GREETINGS:

29
WHEREAS:

a) Under a Loan-cum-Pledge Agreement dated _______________ x
(the "Agreement") executed by and between the Borrower and
SICOM LIMITED, a Company incorporated and registered under the
Companies Act, 1956 and having its Registered Office at Nirmal, 1
st

floor, Nariman Point, Mumbai 400 021 hereinafter called "Lender"
(which expression shall unless it be repugnant to the context or
meaning thereof be deemed to include its successor or successors
and permitted assigns) we have received a loan facility of
Rs_________________________ (Rupees __________________ x
________________________________________________ only) x
for the purpose of applying for certain shares proposed to be
issued by _____________________________________________ x
Limited (the "Shares").

b) Under the Agreement we have also agreed to pledge in favour of
the lender, as security to secure the repayment of the said loan
amount / monies becoming due with interest and other incidental
costs, charges and expenses to the lender.

c) All or some of the shares agreed to be pledged may be received in
a de-materiatized state in terms of the Depositories Act, 1996
("Depositories Act") and the Depositories and Participants
Regulations 1996 ("DAP Regulations") or all or some of the shares
may also be in a physical state and we are executing this Power of
Attorney without in any way affecting the legal rights of the lender
as pledgee under the Depositories Act and the D&P Regulations or
otherwise howsoever in law.

d) It is further agreed under the Agreement that, in the event of any
default the lender is entitled to sell/transfer and/or dispose of the
Shares and apply the sale proceeds in full satisfaction of the out
standings of loan amount or any amount due to the lender from us.
30
It is also agreed by us that we will irrevocably authorize the Lender
to operate our savings/current and/or DP accounts with an
authority to instruct the bank to effect change of correspondence
address of our savings/current and/or DP accounts.

e) In order to enable the lender to exercise their rights under the
Agreement we are now desirous of appointing the lender as our
true and lawful Attorney to do, perform and execute the following
acts, deeds, matters and things or any of them for us and on our
behalf.

NOW THESE PRESENTS WITNESSETH THAT:

We do hereby nominate, constitute and appoint the above named
lender SICOM LIMITED and operating for the purposes of these
presents through its registered office in India acting through any of its
Directors and/or Officers as our true and lawful Constituted Attorney
(hereinafter referred to as "the said attorney") and authorize them on
our behalf to do all or any of the following acts, deeds and things in
respect of the said shares and/or the said savings/current/DP accounts
till the entire loan amount is repaid in full by us to the lender along
with the interest and any costs, charges or charges incidental to the
realisation of the loan amount which may become due and payable by
us to the lender under the Agreement.

1) To acquire by subscribing to or by purchase of any debentures,
bonds and shares (equity or preference) issued by any company/
body/authority /units of Unit Trust of India/Mutual Funds and to
sell/transfer/endorse any security whether or not standing in our
name and securities to be hereafter acquired and to sign and
execute all transfer deeds as transferor and other instruments,
applications and papers as may be necessary for the purpose of
acquiring or transferring the same.

31
2) To make applications for or to renounce and sign renunciation
forms in respect of bonds/debentures, right shares and additional
shares, debentures, units of any Company or body corporate,
Trusts, Mutual Funds and to receive and hold such rights or
additional shares, bonus shares and rights or additional
debentures.

3) To apply for the issue of duplicate share(s)/securities certificates.

4) To do all such acts, deeds and things that may be necessary to
give effect to the pledge of the de-materialised Shares and for
this purpose also to carryout all such acts as may be necessary to
comply with the provisions of the Companies Act, 1956 and the
Depositories Act and the D & P Regulations, 1996 or any
statutory re-enactment or modification thereof for the time being
in force or of any other statute, legislation or enactment or any
rule or regulation and to sign such deeds, documents, forms,
declarations or other papers that may be required.

5) To apply to, correspond with, give intimation/notice to the
Depository and the Participants and to do perform and execute to
do under the Depositories Act and D & P Regulations.

6) To obtain certificates in respect of the Shares in case the lender
decides to dematerialize any of the Shares into a physical state.

7) To open safe custody account or to keep in safe custody the
Shares acquired pursuant to the above authority.

7-a) To open and operate depository and savings/current account/s
with HDFC Bank Limited for and on behalf of the Company.

8) To open, maintain, operate or otherwise deal with any of our
banking accounts including overdraft account and to make, draw,
32
sign or endorse any cheque, draft, bill of exchange, promissory
note or withdraw any money, property or security or issue any
instructions in reference to such account.

9) To appoint, nominate or engage any broker and/or agent for
effecting purchase and sale of the Shares as mentioned above.

10) To demand, receive and give good and effectual receipt(s) and
discharge(s) for all and any dividend, interest, bonuses or any
other sum(s) and/or income arising from the shares, debentures,
units and other investments and to sign and endorse pay orders,
dividend/interest warrants or certificates in respect of the
demand and receive alt debts, sums of money, principal, interest,
dividend or other dues of whatever nature or account which are
now or at any time may be due and payable and belong to us on
any account(s).

11) For the purpose of the aforesaid to sign any contract, agreement,
transfer, acceptance, receipt, acquaintance, document and form
and to do all lawful acts requisite for affecting the same.

12) To negotiate with any person whether body corporate or
otherwise and effect the purchase/sale of securities on such
terms and at such price as the Attorney considers best under the
circumstances.

13) To make, draw, sign, endorse, negotiate, accept and release as
the case may be cheques, drafts or other securities for payment
of money whether in debit or credit in our saving/current account
with HDFC Bank.

14) To issue necessary instructions to depository for sale of shares,
collect and deposit the monies realized from sale of the Shares
and all interest/dividends to us in our above mentioned account
33
and/or invest the same in any other securities/deposits which the
Attorney consider best under the circumstances.

15) To receive notices and attend, vote and otherwise act as Attorney
or Proxy at all general meetings, of the members, debenture
holders of any company in which securities are acquired or held
pursuant to this authority for and on our behalf.

16) To further assign any or all of its powers and authorities
hereinbefore stated in favour of any person as the lender may
consider appropriate.

17) The authority hereby conferred shall be irrevocable until all
amounts of principal, interest and other costs, charges and
expenses due to SICOM LIMITED shall be repaid in full.

IN WITNESS WHEREOF the Borrower has caused its Common Seal to
be hereto affixed and the Director of the Borrower has hereunto put
his signature the day and the year first hereinabove written.

THE COMMON SEAL OF _____________ }
________________________________ }
LIMITED was hereunto been affixed }
hereto pursuant to the resolutions }
passed in the meeting of its Board }
of Directors held in that behalf on }
____day of _________________ 2005 }
in the presence of Shri __________ } xx
_____________________________ }
and Shri ______________________ } xx
___________________ the Director(s) }
of the Company who have signed these }
presents in token thereof }

34
Date: ______________ x
To,
The Manager HDFC Bank
Mumbai
Sir,
We have made an application in the public offer of the
_________________________________________________ Limited. x
Please note that, we have borrowed part of the application
amount from SICOM LIMITED, Mumbai.
Now, as per the requirements of SICOM LIMITED, we wish to
open a current/savings account with your bank. Accordingly, please
find enclosed herewith an account opening form and other documents
as per your requirements.
We have executed an irrevocable power of attorney in favour of
SICOM LIMITED for opening/operating of our bank accounts. You are,
therefore, requested not to deliver ATM Card/Cheque Book and/or
other deliverables in respect of the account/s proposed to be opened
with you.
We are requesting SICOM LIMITED and/or its officials to deposit
any refund received from our application made to ________________ x
_______________________________________ Limiteds public issue x
to the account proposed to be opened with you.
Further we irrevocably authorize you to debit the proposed
account for the refund received and pay the entire amount to SICOM
LIMITED by crediting their account No.0010350003084 with your
bank.
Please operate/close this account on the instructions of SICOM LIMITED.
These instructions are irrevocable from our side.
Thanking you,
Sincerely yours,
For_____________________________ Limited,

xx
Director.
35
Date: ______________ x
To,
HDFC Bank Limited,
Depository Participant Department,
Lower Parel,
Mumbai.

Dear Sir,

Re.: Application in public offer of _____________________________ x
______________________________________ Limited bearing Serial x
No. ___________________________________. x

We have made an application in the public offer of the
_______________________________________________ Limited as x
detailed above.

Please note that, we have borrowed part of the application amount
from SICOM LIMITED, Mumbai (lender) and would request you to note
their lien on the shares allotted/to be allotted to us.

Keeping our loan from the lender in mind, we hereby undertake and
give irrevocable instructions to you to kindly hand over our refund
order/ share certificates to the lender.

We also hereby give irrevocable instructions to you to kindly credit our
DP account as mentioned in the aforesaid Bid/Application form in case
the shares are allotted to us.

We declare that we shall not at any time act in a manner, which has
the effect of diluting, nullifying, or initiating or revoking the authority
and power given to the lender. You are expressly authorized to accept
instructions only form the lender in respect of the said shares and all
liabilities arising out of the actions taken by you on the instructions of
lender will be binding on us.
36
These instructions are irrevocable and you may ignore any other
instructions expressing a contrary intent until you are advised to the
contrary in writing signed by the lender.

All communication to the lender shall be at the following address:

SICOM LIMITED,
Nirmal, 1
st
floor,
Nariman Point,
Mumbai 400 021.

Thanking you,
Sincerely yours,
For_____________________________ Limited,

xx
Director.
37
Letter to the Registrar

Date: ______________ x
To,



Dear Sir,

Re.: Application in public offer of _____________________________ x
______________________________________ Limited bearing Serial x
No.___________________________________. x

We have made an application in the public offer of the
_________________________________________________ Limited x
as detailed above.

Please note that, we have borrowed part of the application amount
from SICOM LIMITED, Mumbai (lender) and would request you to note
their lien on the shares allotted/to be allotted to us.

Keeping our loan from the lender in mind, we hereby undertake and
give irrevocable instructions to you to kindly hand over our refund
order/ share certificates to the lender.

We also hereby give irrevocable instructions to you to kindly credit our
DP account as mentioned in the aforesaid Bid/Application form in case
the shares are allotted to us.

We declare that we shall not at any time act in a manner, which has
the effect of diluting, nullifying, or initiating or revoking the authority
and power given to the lender. You are expressly authorized to accept
instructions only form the lender in respect of the said shares and all
liabilities arising out of the actions taken by you on the instructions of
38
lender will be binding on us.

These instructions are irrevocable and you may ignore any other
instructions expressing a contrary intent until you are advised to the
contrary in writing signed by the lender.

All communication to the lender shall be at the following address:

SICOM LIMITED,
Nirmal, 1
st
floor,
Nariman Point,
Mumbai 400 021.

Thanking you,
Sincerely yours,
For_____________________________ Limited,

xx
Director.
39
Date: ______________ x
HDFC Bank Limited,
Depository Participant Department
Lower Parel
Mumbai.

Sir,
Sub: Incorporation of changes in Bank particulars.
Ref.: DP Client ID ______________________________ x

We wish to inform you that we have availed financial assistance from
SICOM LIMITED for making application for IPO of _________________ x
_____________________ Limited and have agreed for and authorized x
SICOM for effecting changes in correspondence address and mode of
operation of our savings/current/d-mat accounts opened with you.

We request you to change our existing correspondence address from
the existing to that of SICOM LIMITED as mentioned hereinbelow in
respect of our following accounts with you and address all your future
correspondence at the following address of SICOM LIMITED.

DP ID No. _______________________________________________ x
Savings/Current Account No. ________________________________ x

New address: C/o SICOM LIMITED,
Nirmal, 1
st
floor, Nariman Point,
Mumbai 400 021.
Kindly record the same.

Thanking you,
Sincerely yours,
For_____________________________ Limited,

xx
Director.
40
Date: ______________ x
To,
HDFC Bank Limited,
Depository Participant Department,
Lower Parel, Mumbai.
Sir,
Sub: Incorporation of changes of Correspondence Address
Ref.: DP Client ID ______________________________ x

Pursuant to the board resolution passed in the meeting of board of
directors of the Company, we have given an irrevocable power of
attorney to SICOM, with the powers therein specifically mentioned.

We wish to inform you that since we have availed financial assistance
from SICOM LIMITED for making application in IPO of
__________________________________________________ Limited x
and since we have passed a board resolution as mentioned above and
since have given an irrevocable power of attorney to SICOM LIMITED,
we, in accordance with the board resolution passed by the Company,
request you to effect following changes in your DPM system towards
our above mentioned client ID No. ________________________ x
1. change the correspondence address from the existing to that of
C/o SICOM LIMITED, Nirmal, 1
st
floor, Nariman Point, Mumbai
400 021 and address all your future correspondence at this
address only;
2. change the instructions for operation of our DP Account and
modify the same to the effect that SICOM LIMITED shall hence
forth be only entitled to operate our DP Account.
Kindly record the same.
Thanking you,
Sincerely yours,
For_____________________________ Limited,

xx
Director.
41
ON THE LETTER HEAD OF THE COMPANY

Extracts of the minutes of the meeting of the Board of Directors of
_________________________________________________ LIMITED
held on _____________ day of _____________________ 2005 at the
registered office of the Company at ____________________________
________________________________________________________.

Board discussed the issues and unanimously decided to pass following
resolutions.

RESOLVED THAT the Company do make an application for investing
in the IPO of ________________________________________
______________ LIMITED and Shri _____________________ and/or
Shri _________________________ the Directors of the Company are
hereby severally authorized to execute and sign necessary application
forms for investing in the said IPO of ______________________
___________________________________ LIMITED for and on behalf
of the Company.

RESOLVED FURTHER THAT to give effect to the above resolution
and to do all other related things Shri __________________________
and/or Shri ________________________ the Directors of the
Company are severally authorized to do following acts, deeds, matters
and things:

1. apply and/or bid for the IPO of __________________
______________________ LIMITED;
2. open a depository (D-Mat) account in the name of the
Company with HDFC Bank Limited;
3. open a savings and/or current account in the name of the
Company with HDFC Bank Limited for the limited purpose of
this IPO;
42
4. make an application to SICOM LIMITED (SICOM) for a loan
on the terms and conditions that may be stipulated by
SICOM for financing the said IPO of ______________
_______________________ LIMITED;
5. to accept the terms and conditions and sanction of the loan
of SICOM, to execute the requisite documents and deeds
under the Common Seal of the Company and avail the loan
from SICOM;
6. to grant a Power of Attorney in favour of SICOM to make an
application to HDFC Bank for change of address from
existing to that of SICOM, to authorize SICOM and/or its
officials to open and/or to operate the D-Mat account,
savings/current account, to deal with and/or dispose off the
shares as and when necessary;
7. to issue irrevocable instructions to HDFC Bank to record the
address for correspondence as "C/o SICOM LIMITED,
Nirmal, 1
st
Floor, Nariman Point, Mumbai 400 021 till the
Power of Attorney is revoked;
8. to authorize SICOM and/or its official to operate the savings
and/or current account and the D-Mat account and to issue
necessary instructions to HDFC Bank for effecting change in
operating instructions in respect of D-Mat and
savings/current account; and
9. to do and perform all other acts, deeds, matters and things
which are necessary for effectually implementing the above
resolutions for and on behalf of the Company.

RESOLVED FURTHER THAT the Common Seal of the Company be
affixed on the documents and/or applications wherever necessary and
required and Shri _________________________________ and/or
Shri ___________________________ the Directors of the Company
are severally authorized to sign and execute all such documents.

43
A certified true copy of these resolutions may be given to HDFC Bank,
SICOM and/or wherever necessary and required.

Certified true copy
For __________________________ LIMITED,
DIRECTOR.

44

CERTIFIED TRUE COPY OF THE RESOLUTION
UNDER SECTION 293 (1)(d) OF THE
COMPANIES ACT, 1956 PASSED IN THE
ANNUAL GENERAL MEETING OF
______________________________LTD.
at _____________________________
on___________________________


"RESOLVED THAT the consent of the Company be and is
hereby accorded to the Board of Directors of the Company pursuant to
the provisions of Section 293 (1) (d) of the Companies Act, 1956 to
borrow any sum of moneys from time to time, not withstanding that
money or moneys to be borrowed, together with the moneys already
borrowed by the Company (apart from the temporary loans obtained
from the Companys Bankers in the ordinary course of its business)
may exceed the aggregate of the paid up capital of the Company
and its free reserves, that is to say, reserves not set apart for any
specific purpose, provided however, the total amount so borrowed
shall not exceed Rs. _______________ (Rupees _________________
__________________________________________________ Only).


Certified true extract
For __________________________ Ltd.



(Director)