Central Depository Services (India) Limited

Format for Compliance Certificate to be obtained on the letter head of the practicing company secretary

Date:

This is to certify that ……………….. (name of the company) having a paid-up capital of Rs………………consisting of …………….shares of Rs…….. each as on …………………….., having its registered office at ……………………..has complied with all statutory requirements and other compliances as required under the Companies Act, 1956 and other applicable rules thereunder.

______

(Signature)

Name of the Practicing Company Secretary

Registration Number

Preference Shares:

  1. Master Creation Form duly filled, signed and stamped on all the pages (Format enclosed)
  2. Certified true copy of the board resolution for issue of preference shares
  3. Certified true copy of In-principle listing certificate from the stock exchange/s where the securities of the company are listed/proposed to be listed.
  4. Letter of extension of Rs.100/- stamp paper duly executed, stamped and signed on all pages. (enclosed)
  5. Certified copy of Offer Document, if any

A Private Limited Company:

  1. Master Creation Form duly filled, signed and stamped on all the pages (Format enclosed)
  2. Certified copy of last three years annual report.
  3. Certified copy of Memorandum and Articles of Association.
  4. Certified copy of Board Resolution for admission of equity shares with CDSL.
  5. Details of issued, physical and dematerialised securities.
  6. Undertaking-cum-Indemnity to be taken on a Rs.200/- stamp paper, duly signed and stamped on all pages by the authorized signatory as per the board resolution. (Format enclosed).
  7. Reason for admission of equity shares with CDSL.
  8. Attested Specimen Signature of the authorised signatory as per the Board Resolution.
  9. Latest networth certificate from a chartered accountant in support of networth computation.
  10. Brief Profile of the company.
  11. Compliance Certificate from a practicing Company Secretary (format enclosed).
  12. In case of increase in authorised/paid-up capital capital - Certified true copy/ies of the resolutions for increase in authorised and paid-up capital (if any) of the company along with certified copy/ies of forms filed with R.O.C. and certified copy/ies of receipt/s of R.O.C. in that regard.
  13. Letter (from Mr. Sunil Alvares) for Freezing/unfreezing of securities AND confirmation reply letter from Issuer accepting the terms of the same.

Kindly file all documents at one time and not in piecemeal through the RTA

An Unlisted Company:

  1. Master Creation Form duly filled, signed and stamped on all the pages (Format enclosed)
  2. Certified copy of last three years annual report.
  3. Certified copy of Memorandum and Articles of Association.
  4. Certified copy of Board Resolution for admission of equity shares with CDSL.
  5. Details of issued, physical and dematerialised securities.
  6. Undertaking-cum-Indemnity to be taken on a Rs.200/- stamp paper, duly signed and stamped on all pages by the authorised signatory as per the board resolution (Format enclosed).
  7. Reason for admission of equity shares with CDSL.
  8. Attested Specimen Signature of the authorised signatory as per the Board Resolution.
  9. Latest networth certificate from a chartered accountant in support of networth computation.
  10. Brief Profile of the company.
  11. Compliance Certificate from a practicing Company Secretary (format enclosed)
  12. In case of increase in authorised/paid-up capital capital - Certified true copy/ies of the resolutions for increase in authorised and paid-up capital (if any) of the company along with certified copy/ies of forms filed with R.O.C. and certified copy/ies of receipt/s of R.O.C. in that regard.
  13. Letter from RTA that they have been appointed as RTA for both physical & electronic connectivity (one point contact as per SEBI directive).

Kindly file all documents at one time and not in piecemeal through the RTA

Documents required for listed company:

  1. Master Creation Form duly filled, signed and stamped on all pages.
  1. Certified copy of last three years annual reports.
  1. Certified copy of Memorandum and Articles of Association.
  1. Certified copy of Board Resolution for admission of equity shares with CDSL.
  1. Attested Specimen Signature of the authorised signatory as per the Board Resolution by a bank or an authorised person other than the signatory.
  1. Latest certified copy/ies of capital confirmation certificate/s from all the stock exchange/es where the securities of the company are listed, mentioning the total capital of the company (along with distinctive numbers) listed with the exchange.
  1. Certified copy of latest Secretarial Audit Report submitted by the company to the stock exchange.
  1. Latest networth certificate from a chartered accountant in support of networth computation.
  1. Letter from RTA that they have been appointed as RTA for both physical & electronic connectivity (one point contact as per SEBI directive)
  1. In case of increase in authorised/paid-up capital capital - Certified true copy/ies of the resolutions for increase in authorised / paid-up capital (if any) along with certified copy/ies of forms filed with R.O.C. and certified copy/ies of receipt/s of R.O.C. in that regard.
  1. RTA’s undertaking confirming that all the original receipts of the issuer were exchanged and physical certificates in lieu of the same have been issued to all shareholders (incase the issuer is OTCEI listed).
  1. Certified copy of the COURT ORDER and the Approved Scheme.

Kindly file all documents at one time and not in piecemeal through the RTA

Documents required for IPO:

1) Duly filled, signed and stamped copy of Master Creation Form (Format enclosed)

2) Certified copy of last three years annual report.

3) Certified copy of Memorandum and Articles of Association.

4) Certified copy of Board Resolution for admission of equity shares with CDSL.

5) Attested Specimen Signature of the authorised signatory as per the Board Resolution.

6) Certified copy of the approval/s from the stock exchange/s for inclusion of name in Offer document or certified copy of in-principle listing certificate from the stock exchange/es where the securities of the company are proposed to be listed/

7) Certified copy of Offer Document submitted to SEBI.

8) Certified true copy of the letter submitting the Draft Prospectus to SEBI (with SEBI’s acknowledgement)

9) Latest networth certificate from a chartered accountant in support of networth computation.

10) Undertaking-cum-Indemnity to be taken on a Rs.200/- stamp paper (Format enclosed).

11) In case of increase in authorised/paid-up capital capital - Certified true copy/ies of the resolutions for increase in authorised and paid-up capital (if any) of the company along with certified copy/ies of forms filed with R.O.C. and certified copy/ies of receipt/s of R.O.C. in that regard.

Documents required for Warrants:

1) Duly filled, signed and stamped copy of Master Creation Form (Format enclosed)

2) Certified copy of Board Resolution for issue of warrants

3) Certified copy/original In-principle listing certificate from the stock exchange/es where the securities of the company are proposed to be listed.

4) Certified copy of Offer Document, if any

5) Letter of Extension on Rs.100.00 stamp paper for extension of clauses of the tri-partite agreement form equity shares to debt instruments duly signed, stamped and dated (format enclosed).

Debt Instruments (If equity/debt instruments of the company have already been admitted with CDSL):

  1. Duly filled, signed and stamped copy of Master Creation Form (Format enclosed)
  2. Certified true copy of the listing certificate/in-principle listing certificate, in case debt instruments are listed/proposed to be listed on stock exchanges.
  3. Certified true copy of offer document, if any.

Debt Instruments (If only equity of the company has been admitted with CDSL):

  1. Master Creation Form (MCF) duly filled, signed and stamped on every page of the MCF (Format enclosed).
  2. Certified copy of Board Resolution for admission of debt with CDSL.
  3. Letter of Extension on Rs.100.00 stamp paper for extension of clauses of the tri-partite agreement form equity shares to debt instruments duly signed by the authorized signatory, stamped and dated (format enclosed).
  4. Certified true copy of the listing certificate/in-principle listing certificate, in case debt instruments are listed/proposed to be listed on stock exchanges.
  5. Certified true copy of offer document, if any.

Debt Instruments (If equity/debt instruments of the company are not admitted and the company is approaching CDSL for the admission for the first time.):

  1. Master Creation Form (MCF) duly filled, signed and stamped on every page of the MCF (Format enclosed).
  2. Certified copy of last three years annual report.
  3. Certified copy of Memorandum and Articles of Association.
  4. Certified copy of Board Resolution for admission of debt with CDSL.
  5. Attested Specimen Signature of the authorised signatory as per the Board Resolution.
  6. Certified true copy of the listing certificate/in-principle listing certificate, in case debt instruments are listed/proposed to be listed on stock exchanges.
  7. Certified true copy of offer document, if any.

Admission of CP (If equity of the company has been admitted with CDSL):

  1. Duly filled, signed and stamped copy of Master Creation Form (Format enclosed).
  2. Certified copy of Board Resolution for admission of debt with CDSL.
  3. Letter of Extension on Rs.100.00 stamp paper for extension of clauses of the tri-partite agreement from equity shares to debt instruments (format enclosed).

CDSL charges asum of Rs.5,510/- (Rupees five thousand five hundred and ten only, inclusive of 10% service tax and 2% education cess, amounting to Rs.510/-)by cheque/demand draft/pay order payable at Mumbai favouring ‘Central Depository Services (India) Limited towards processing fees for admission of any number of Commercial Papers during the financial year 2005-2006.

Admission of CD:

  1. Duly filled, signed and stamped copy of Master Creation Form (Format enclosed).

CDSL charges asum of Rs.1,102/- (Rupees one thousand one hundred and two only, inclusive of 10% service tax and 2% education cess, amounting to Rs.102/-)by cheque/demand draft/pay order payable at Mumbai favouring ‘Central Depository Services (India) Limited towards admission of each Certificate of Deposit issued.

Documents required for CP :

(If company is approaching CDSL for the first time):

1) Duly filled, signed and stamped copy of Master Creation Form (Format enclosed)

2) Certified copy of last three years annual report.

3) Certified copy of Memorandum and Articles of Association.

4) Certified copy of Board Resolution for admission of debt with CDSL.

5) Attested Specimen Signature of the authorised signatory as per the Board Resolution.

6) Latest networth certificate from a chartered accountant in support of networth computation.

CDSL charges asum of Rs.5,510/- (Rupees five thousand five hundred and ten only, inclusive of 10% service tax and 2% education cess, amounting to Rs.510/-)by cheque/demand draft/pay order payable at Mumbai favouring ‘Central Depository Services (India) Limited towards admission of any number of Commercial Papers during the financial year 2004-2005.

CDSL/ADM-SEC/JM/2005/32 January 27, 2005

Aarthi Consultants Pvt. Ltd.

1-2-285, Donalguda

Hyderabad – 500 029

Kind Attn: Mr. G. Bhaskar, Manager

Dear Sir,

Application for admission of securities with CDSL

This is with reference to the application for admission of securities of your client company SMS Pharmaceuticals Ltd., with CDSL.

We request you to submit the following documents to CDSL:

  1. Certified true copy In-principle listing approvals from NSE, BSE and HSE, stock exchange/s on which the shares are proposed to be listed (NSE approval has not been certified).
  2. Certified true copy of the annual report for the year 2003-2004.
  3. Latest networth certificate from a chartered accountant in support of computation as on 31.03.2004.
  4. We note from the offer document that the issued and paid-up capital of the company has increased. In light of the same kindly arrange to submit certified copies of the board resolution, forms filed with R.O.C. and receipt from R.O.C., for increase in the same.
  5. Due to increase in the issued and paid-up capital, the following details on the letter head of the company signed by the authorised signatory would have to be provided – Point No.9 of Part “A” of the MCF, Points No.4 and 7.

You will appreciate that in the absence of above documents, we shall not be able to process the application for admission of securities of the company.

Should you require any clarification, you may contact the undersigned at Extn: 8629.

Thanking you,

Yours faithfully,

For Central Depository Services (India) Ltd.

Jean Mendonca

Deputy Manager

c.c: SMS Pharmaceuticals Ltd.Kind Attn: Mr. R. Sreenivasa Rao

417, Nilgiri, Aditya Enclave Company Secretary

Ameerpet, Hyderabad – 500038

CDSL/ADM-SEC/JM/2005/27 January 24, 2005

Hindustan Copper Limited

Tamra Bhavan

Ashutosh Chowdhury Avenue

P.B. No.10224

Kolkata 70 019

Kind Attn: Mr. C.S. Singhi, Company Secretary

Dear Sir,

Re: Admission of Equity and Debt Instruments with CDSL

Apropos the telecon with our official in connection with your cc. letter no.HCL/SCY/DEMAT(EQUITY)/2002 dated January 20, 2005. We had vide our letters no. CDSL/ADM-ISS/AKM/2003/779, CDSL/ADM-SEC/AKM – NP/2003/102 and CDSL/ADM-SEC/JM/2004/625 dated August 29, 2003, January 21, 2004 and July 08, 2004 respectively, requested you to submit the following documents to enable us to admit your securities with CDSL. We once again request you to send us the same as detailed under:
For equity shares:
  1. Master Creation Form duly filled, signed and stamped on all pages (Format enclosed)
  2. Certified copy of last three years annual report.
  3. Certified copy of Memorandum and Articles of Association.
  4. Certified copy of Board Resolution for admission of equity shares with CDSL.
  5. Latest certified copy/original listing certificate from all the stock exchange/es where the securities of the company are listed, mentioning the total capital of the company listed with the exchange.
  6. Certified copy of latest Secretarial Audit Report submitted by the company to the stock exchange,
  7. Latest networth certificate from a chartered accountant in support of networth computation.
  8. Letter of Extension on Rs.100.00 stamp paper for extension of clauses of the tri-partite agreement form equity shares to debt instruments duly signed, stamped and dated (format enclosed).
For Debt Instruemnts:
  1. Duly filled, signed and stamped copy of Master Creation Form.(Format enclosed)
  2. Certified true copy of Board Resolution for admission of debt instruments with CDSL.
  3. Certified true copy of Offer Document/ Information Memorandum
  4. Certified true copy of in-principal listing approval from the stock exchange, incase the

debt instruments are proposed to be listed.

The annual issuer fees payable by the company are attached herewith.CDSL/ADM-SEC/AP - NP/2004/396 April 16, 2004

Cameo Corporate Services Ltd.

Subramanian Building

No.1, Club House Road

Chennai – 600 002

Kind Attn: - Mr. R.D. Ramsamy - General Manager

Dear Sir,

Application for admission of securities with CDSL

This is with reference to the application of your client company, Konark Met Coke Limitedfor admission of securities with CDSL.

We had vide our letter Ref. No.CDSL/ADM-SEC/JM/2004/226 dated March 1, 2004, requested you to submit the following documents to CDSL in order to enable us to process the application, which we have not received till date:

  1. Certified copy of Annual Report for the year 2002-03.
  2. Undertaking-cum-Indemnity to be taken on Rs.200/- stamp paper. (format enclosed)
  3. The details of Issued capital, shares in physical form and dematerialized shares.
  4. A letter providing reason for admission of securities with CDSL

You will appreciate that in the absence of requisite documents, we shall not be able to process the applications for admission of securities of the company.

We, therefore, request you to ensure that above mentioned documents are forwarded to CDSL within 7 days of the date of letter, failing which we shall be constrained to return the application set.

Should you require any clarification, you may contact the undersigned at 022-22723333 Extn: 8665.

Thanking you,

Yours faithfully,

For Central Depository Services (India) Ltd.

Amit Purohit

Deputy Manager

Encl : As above

c.c : Konark Met Coke LimitedKind Attn: Mr. S.R. Mohapatra

IPICOL House (1st Floor Annexe) Company Secretary

Bhubaneswar, Orissa – 751 022.

CDSL/ADM-SEC/AP - NP/2004/397 April 16, 2004

S. K. Computers

34/1A, Sudhir Chatterjee Street,

Kolkata – 700 006.

Kind Attn: - Mr. Dilip Bhattacharya - Manager

Dear Sir,

Application for admission of securities with CDSL

This is with reference to the application of your client company, Himadri Industries Limitedfor admission of securities with CDSL.

We had vide our mail dated January 13, 2004, requested you to submit the following documents to CDSL in order to enable us to process the application, which we have not received till date:

  1. Certified true copy of the Draft Offer document.
  2. Certified true copy of the In-principle listing approvals from Calcutta Stock Exchange.
  3. Certified copy of SEBI Card.
  4. Undertaking-cum-Indemnity to be taken on Rs.200/- stamp paper. (format enclosed)
  1. A letter attesting the specimen signatures of the authorised signatories as per the Board Resolution. Please ensure the signature should be attested by bank.

You will appreciate that in the absence of requisite documents, we shall not be able to process the applications for admission of securities of the company.

We, therefore, request you to ensure that above mentioned documents are forwarded to CDSL within 7 days of the date of letter, failing which we shall be constrained to return the application set.

Should you require any clarification, you may contact the undersigned at 022-22723333 Extn: 8665.

Thanking you,

Yours faithfully,

For Central Depository Services (India) Ltd.

Amit Purohit

Deputy Manager

Encl : As above

c.c : Himadri Industries Ltd. Kind Attn: Mr. Damodar Prasad Choudhary

23A, Netaji Subhas Road, - Director

8th Floor, Suite No. 15,

Kolkata – 700 001.

CDSL/ADM-SEC/AP - NP/2004/398 April 16, 2004

Adroit Corporate Services (I)) Ltd.

19, Jaferbhoy Industrial Estate

1st Floor, Makwana Road

Marol Naka, Mumbai 400 059

Kind Attn: Mr. Sadashiva S. Shetty

Dear Sir,

Application for admission of securities with CDSL

This is with reference to the applications of your client company, Epsilon Industries Limitedfor admission of securities with CDSL.