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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, CHARTERED CAPITAL AND<br />

INVESTMENTS <strong>LIMITED</strong>, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED 28TH OCTOBER,<br />

2005 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS 1992 WHICH READS AS<br />

FOLLOWS :<br />

i) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION<br />

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC.<br />

AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE OFFER DOCUMENT<br />

PERTAINING TO THE SAID ISSUE<br />

ii) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,<br />

ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION<br />

OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PROJECTED<br />

PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS<br />

MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY<br />

WE CONFIRM THAT:<br />

(a) THE OFFER DOCUMENT FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS,<br />

MATERIALS AND PAPER RELEVANT TO THE ISSUE;<br />

(b) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS ALSO THE GUIDELINES,<br />

INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT<br />

AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND<br />

(c) THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE TRUE, FAIR AND ADEQUATE TO ENABLE<br />

THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED<br />

ISSUE.<br />

(d) WE CONFIRM THAT BESIDE OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE<br />

PROSPECTUS ARE REGISTERED WITH SEBI AND TILL DATE SUCH REGISTRATION IS VALID.<br />

THE FILING OF PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY<br />

LIABILITIES UNDER SECTION 63 OR 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF<br />

OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE<br />

OF THE PROPOSED ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF<br />

TIME, WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS PROSPECTUS.<br />

Caution<br />

Kamdhenu, its directors <strong>and</strong> the Lead Manager accept no responsibility for statements made otherwise than in this<br />

prospectus or in the advertisements or any other material issued by or at the instance <strong>of</strong> the Issuer <strong>and</strong> that<br />

anyone placing reliance on any other source <strong>of</strong> information, including Company’s web site,<br />

www.kamdhenuispat.com, would be doing so at his or her own risk.<br />

The Lead Manager accepts no responsibility, save to the limited extent as provided in the Memor<strong>and</strong>um <strong>of</strong><br />

Underst<strong>and</strong>ing entered into between the Lead Manager <strong>and</strong> Kamdhenu Ispat Limited.<br />

All information shall be made available by Kamdhenu, the Lead Manager to the public <strong>and</strong> investors at large <strong>and</strong> no<br />

selective or additional information would be available for a section <strong>of</strong> the investors in any manner whatsoever<br />

including at road show presentations, in research or sales reports, at collection centers or elsewhere.<br />

Disclaimer in respect <strong>of</strong> Jurisdiction<br />

This Issue is being made in <strong>India</strong> to <strong>India</strong>n Nationals, who are resident in <strong>India</strong> <strong>and</strong> are Adult Individuals <strong>and</strong> are not<br />

lunatic, in single name or joint names (not more than three); Hindu Undivided Families through the Karta <strong>of</strong> the<br />

Hindu Undivided Family; Companies, Bodies Corporate <strong>and</strong> Societies registered under the applicable laws in <strong>India</strong><br />

<strong>and</strong> authorised to invest in the Shares; <strong>India</strong>n Mutual Funds registered with SEBI; <strong>India</strong>n Financial Institutions &<br />

Banks; <strong>India</strong>n Venture Capital Funds / Foreign Venture Capital Funds registered with SEBI subject to the applicable<br />

RBI Guidelines <strong>and</strong> Approvals, if any; State Industrial Development Corporations; Insurance Companies registered<br />

with Insurance Regulatory <strong>and</strong> Development Authority; Provident Funds with minimum corpus <strong>of</strong> Rs.2500 Lacs;<br />

Pension Funds with minimum corpus <strong>of</strong> Rs.2500 Lacs; Trusts or Societies registered under the Societies Registration<br />

Act, 1860 or any other applicable Trust Law <strong>and</strong> are authorised under its constitution to hold <strong>and</strong> invest in Equity<br />

Shares <strong>of</strong> a Company; Commercial Banks <strong>and</strong> Regional Rural Banks, Co-operative Banks may also apply subject<br />

111

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