@ The Shares have been issued at the price to be determined through this Issue and will be made fully paid-up on determination of the Issue Price subsequent to the Book Building exercise and prior to the RoC filing.

The addition to Share Premium Account on account of the Public Issue and the balance in the Share Premium Account after the Issue can be determined only after the Issue Price is known after the Book Building Process.

1. Share Capital History of the Company:

S No	Date of Allotment	Date on which made fully paid-up	No of Shares	Face Value	Issue Price	Nature of Payment	Cumulative Share Premium
1	04-10-95	04-10-95	600	10.00	10.00	Cash	Nil
2	31-08-96	31-08-96	1,005,595	10.00	10.00	Cash	Nil
3	18-01-97	18-01-97	52,779	10.00	10.00	Cash	Nil
4	27-10-97	27-10-97	103,209	10.00	10.00	Cash	Nil
5	08-07-98	08-07-98	49,088	10.00	10.00	Cash	Nil
6	11-01-99	11-01-99	1,360,030	10.00	29.98	Cash	27,178,005
7	18-10-99	18-10-99	709,310	10.00	30.69	Cash	41,854,905
			10,935,370@	3.00
8	03-05-00	03-05-00	36,356	3.00	3.00	Cash	41,854,905
9	23-05-00	23-05-00	4,501,334	3.00	3.00	Cash	41,854,905
10	30-05-00	12-06-00	15,473,060	3.00	-	Bonus*	Nil
11	07-09-00	07-09-00	1,500,000	3.00	3.00	Cash	Nil
11	07-09-00	#	1,449,000	3.00	Issue Price	Cash
Total				3.00

 

# The shares have been allotted at the Issue Price. These shares will be made fully paid up before filing the Offer Document with the RoC, after determination of Issue Price through Book Building exercise. These shares are currently partly paid-up with Rs. 1/- paid-up per share towards the Share Capital. In case the Company decides to cancel its IPO, these shares would be made fully paid-up at a price to be decided by the Board.

@ The Members of the Company vide their resolution passed at the Extra-Ordinary General Meeting held on January 09, 2000 approved the reduction of par value of Equity Share from Rs.10/- to Rs.3/- per share. Consequently, the number of Equity Shares issued as on date of the EGM stands increased from 3,280,611 Equity Shares of Rs.10/- each to 10,935,370 equity shares of Rs.3/- each.

* Pursuant to the Resolution passed by the members of the Company at AGM held on May 30, 2000, the Board of Directors vide their resolution dated June 12, 2000 have allotted 15,473,060 fully paid-up Equity Shares by way of bonus in the ratio of one Equity share for every Equity share held by the then existing shareholders. The Bonus shares have been issued by capitalisation of General Reserves and Share Premium account.

2. Lock-in

1. Promoters Contribution (as per clause 4.11 of Guide 2000 issued by SEBI)

Sr. No.	Name of the promoter	Date of Allotment	Date when Made Fully Paid-up	Consideration (Cash, bonus, kind, etc.)	No. of Shares	Face Value (Rs.)	Issue Price (Rs.)	% of Post- Issue paid-up Capital	Lock-in Period
1	S. Parthasarathy	12-06-2000	12-06-2000	Bonus		3/-	Nil		#
2	V. Swaminathan	12-06-2000	12-06-2000	Bonus		3/-	Nil		#
3	e4e Holdings Limited	12-06-2000	12-06-2000	Bonus		3/-	Nil		#
4	e4e Holdings Limited	07-09-2000	Post Book Building	Cash		3/-	Issue Price		#
	Total							20.0%

 

# 20% of the post issue capital as mentioned herein above would be locked in for a period of three years from the date of Allotment in this Public Issue.

Promoters have undertaken to offer in aggregate 20% of the Post Issue Capital for Lock-in.

2. In addition to the shares mentioned above, the following Equity Shares of the Company issued to the Employee Welfare Trust in lieu of the Stock Options of the five Founder Employees, have been offered for lock- in for a period of three years from the date of Allotment in this Public Issue.

Sr. No.	Name of the Option holder	No. of Options/Shares	Face Value (Rs.)	Issue Price (Rs.)	% of Post- Issue paid-up Capital	Lock-in Period
1	V. R. Govindarajan	381,667	3	3		#
2	K.N. Kumar	29,334	3	3		#
3	Shuvankar Banerjee	74,667	3	3		#
4	Debasish Chakraborty	161,334	3	3		#
5	Nirmalaya Sen	74,667	3	3		#
	Total

# Equity Shares as mentioned herein above would be locked in for a period of three years from date of Allotment in this Public Issue.

3. The entire pre-issue share capital, other than that mentioned in clause (a) and (b) above, shall be locked-in for a period of one year from the date of Allotment in this Public Issue.
4. The Promoter Group may pledge their Equity Shares with Banks/Financial Institutions (FIs) as additional security for loans whenever availed by them from banks/FIs. The Promoter Group shall at any time be entitled to transfer inter-se locked in shares amongst them.

1. No Equity Shares have been purchased or sold by the Promoter Group during a period of six months preceding the date on which the Draft Offer Document is filed with SEBI except for the following (to be updated by incorporating the information in this regard till the time of filing the Offer Document with the RoC).

No.	Name of the Promoter	No of shares	Nature of Transfer	Price
1	S. Parthasarathy	120,000	Sale	Nil (Gift)

 

2. The list of top 10 Shareholders of the Company and the number of Shares held by them

• List of top 10 shareholders as on filing the Draft Offer Document with SEBI

• List of top 10 shareholders 10 days prior to the date of filing Draft Offer Document with SEBI

• List of top 10 shareholders two years prior to the date of filing the Draft Offer Document with SEBI (as adjusted for the stock split)

Save as stated elsewhere, none of the above shareholders hold any warrants, options or rights to convert debentures, loans or other instruments as on the date.

5. Shareholding Pattern

Category	Pre-Issue		Post-Issue
	No. of Shares	%age	No. of Shares	%age
Promoter Group	22,645,066	66.81	22,645,066
Employees (Trust)	10,486,668	30.94	10,486,668
Others	763,386	2.25	763,386
Public	Nil	-
Total	33,895,120	100.00

 

6. Individual shareholding of the Promoter Group

Name	Date of Allotment / Acquisition	Nature	Face Value (Rs.)	Issue Price/ Consideration (Rs.)	No. of Shares
S. Parthasarathy	04-Oct-95	Cash	3.00	3.00	1000
S. Parthasarathy	30-Aug-96	Cash	3.00	3.00	2,375,000
V. Swaminathan	30-Aug-96	Cash	3.00	3.00	501,737
V. Swaminathan	27-Oct-97	Cash	3.00	3.00	344,030
V. Swaminathan	08-Jul-98	Cash	3.00	3.00	163,626
S. Parthasarathy	13-Nov-98	Purchase	3.00	3.00	1000
E4e Holdings Limited	11-Jan-99	Cash	3.00	9.00	4,533,433
E4e Holdings Limited	06-Jun-99	Purchase	3.00	6.00	87,150
E4e Holdings Limited	06-Jun-99	Purchase	3.00	6.00	58,100
E4e Holdings Limited	06-Jun-99	Purchase	3.00	6.00	29,667
E4e Holdings Limited	06-Jun-99	Purchase	3.00	6.00	115,923
E4e Holdings Limited	18-Oct-99	Cash	3.00	9.21	2,364,367
E4e Holdings Limited	12-Jun-00	Bonus	3.00	Nil	7,188,640
S. Parthasarathy	12-Jun-00	Bonus	3.00	Nil	2,502,000
V. Swaminathan	12-Jun-00	Bonus	3.00	Nil	1,009,393
Anand Sunderrajan	21-Aug-00	Purchase	3.00	Nil	20,000
Kannan S.R	21-Aug-00	Purchase	3.00	Nil	10,000
Mythili Narasimhan	21-Aug-00	Purchase	3.00	Nil	20,000
Ramesh Sundararajan	21-Aug-00	Purchase	3.00	Nil	20,000
Ranganayaki S.	21-Aug-00	Purchase	3.00	Nil	10,000
Srinivasan K.Suresh	21-Aug-00	Purchase	3.00	Nil	20,000
Sundararajan G.	21-Aug-00	Purchase	3.00	Nil	10,000
Vasanthi Kannan	21-Aug-00	Purchase	3.00	Nil	10,000
E4e Holdings Limited	07-Sep-00	Cash	3.00	Issue Price	1,250,000
Total					22,645,066

 

7. The Company/Directors/Book Running Lead Manager have not entered into any buy-back and/or standby arrangements for purchase of Equity Shares of the Company with any person.
8. The Company has not raised any Bridge Loan against the proceeds of this Issue.
9. Aztec will make an application to RBI for obtaining approval for Foreign Institutional Investors (FIIs) to apply in this Issue on a repatriable basis. Allotment to NRIs/OCBs/FIIs would be subject to such conditions as may be stipulated by RBI while granting such permission.
10. In the Book Built Portion, at least 15% of the Issue shall be allocated on a proportionate basis each to the Non Institutional investors and Retail Bidders subject to valid bids being received from them at or above the Issue price. The Company in consultation with the BRLM will have the discretion to allocate shares to any of the Institutional Investors for the remaining of the Book Built Portion. Undersubscription in any of the categories would be allowed to be met with spill-over from other categories.
11. In the event the Non Institutional Investors and Retail Bidder category in the Book Built Portion and the Fixed Price Portion is oversubscribed, the allotment will be on a proportionate basis and will be finalised in consultation with the Regional Stock Exchange.
12. No further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from submission of the Draft Offer Document to SEBI till the securities referred in this Draft Offer Document have been listed or application money is refunded on account of failure of the Issue.
13. The Company presently does not have any intention or proposal to alter its Capital Structure within a period of six months from the date of opening of the Issue, by way of split/consolidation of the denominations of shares or further issue of shares whether preferential or otherwise. However as mentioned elsewhere in this Draft Offer Document, if the Company goes in for Acquisitions and Joint Ventures, the Company might consider raising additional capital to fund such activity or use share swap for this purpose.
14. The Company has not issued any shares out of revaluation reserves or for consideration other than cash except for the Bonus shares issued out of free reserves. For details refer to Note 1.
15. The Company has 39 members on the date of filling the Draft Offer Document with SEBI.
16. At any given point of time there shall be only one denomination for the shares of the Company.
17. Name of the natural persons who are in control (holding 10% or more voting rights) or who are on the Board of any Body corporate forming part of promoter group

 

Name	Associated with Body Corporate	% Shareholding
Mr. K.B. Chandrasekhar	e4e Holdings Limited	Nil*
Mr. Lalitha Anundee	e4e Holdings Limited	Nil*
Mr. Lee Kwee Tai Tsang Chung	e4e Holdings Limited	Nil*

* e4e Holdings Limited, Mauritius is a 100% owned subsidiary of e4e Inc., USA

18. The shares issued in last 12 months by the Company at a price lower than Issue price are:

Name	Date	Face Value (Rs.)	Issue Price (Rs.)	No. of Shares	Part of Promoter Group	Reason
e4e Holdings Limited	18/10/99	3	9.2	2,364,367	Yes	Fund Expansion
Chandrasekar.S	03/05/00	3	3	14,490	No	Fund Expansion
Shankar Mahalingam	03/05/00	3	3	3,710	No	Fund Expansion
Krishnaprasad	03/05/00	3	3	7,263	No	Fund Expansion
Bharat Sethuraman	03/05/00	3	3	10,893	No	Fund Expansion
Venkat Subramania Raju	23/05/00	3	3	8,000	No	Fund Expansion
Aztec Software & Technology Services Limited Employees Welfare Trust	23/05/00	3	3	4,493,334	No	Under Employee Stock Option Plan of the Company
Aztec Software & Technology Services Limited Employees Welfare Trust	07/09/00	3	3	1,500,000	No	Under Employee Stock Option Plan of the Company

19. ESOP SCHEME (USA): The Company has allotted 1,500,000 Equity Shares to Aztec Software & Technology Services Ltd. Employee Welfare Trust on September 7, 2000. These Shares were issued for implementing the ESOP Plan (USA) of the Company. The Stock options would be exercised through the Shares allotted to the trust and thus would not result in any further dilution for the Company. The details of the options are:

(a)	Options granted August 31, 2000	748,000
(b)	The pricing formula	At par value of Rs. 3/- per share
(c)	Options vested August 31, 2000	8,598
(d)	Options exercised	Nil
(e)	The total number of shares arising as a result of exercise of option	Nil
(f)	Options lapsed	Nil
(g)	Variation of terms of options	Nil
(h)	Money realised by exercise of options	Nil
(i)	Total number of options in force (through the Trust);	1,500,000
(j)	Employee wise details of options granted:-
	(i) Senior managerial personnel: Dick Crisman Chinni Kommi Raghuram.S Murugavel Selvan	210,000 100,000 130,000 130,000
	(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year. Dick Crisman (99-00) Chinni Kommi (99-00) Raghuram S. (99-00) Murugavel Selvan (99-00) Maneesh Reddy (99-00) Ravishankar.K (99-00)	210,000 100,000 130,000 130,000 40,000 40,000
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	Nil
(k)	Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with International Accounting Standard (IAS) 33.	Not Meaningful

All these options have been granted to the Employees and consultants of the subsidiary.

20. ESOP SCHEME (India) The Company has allotted 44,93,334 Equity Shares to Aztec Software & Technology Services Ltd. Employee Welfare Trust on May 23, 2000. These Shares were issued for implementing the ESOP Plan (India) of the Company. The Stock options would be exercised through the Shares allotted to the trust and thus would not result in any further dilution for the Company. The details of the options are:

The Equity Shares now being offered are subject to the provisions of the Act, the Memorandum and Articles, conditions of the RBI approval, the terms of the Draft Offer Document, Bid Form, the Revision Form and Application Form and other terms and conditions as may be incorporated in the Share Certificates/Letters of Allotment and other documents/certificates that may be executed in respect of the Equity Shares. Further to the above, the Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by SEBI/Government of India/Stock Exchange/RBI and/or other authorities, as in force on the date of the Issue and to the extent applicable.

The Issue has been authorised by a Special Resolution passed, pursuant to Section 81(1A) of the Act, at the Extra Ordinary General Meeting of the Members of the Company held on May 11, 2000 and a resolution passed by the Board of Directors at its meeting held on May 15, 2000.

The Equity Shares now being offered shall rank pari passu with the existing Equity Shares of the Company.

Payment of dividend on Equity Shares will be made by cheques payable at par at such places as Aztec may deem fit. In case cheques payable at par facility is not available, Aztec reserves the right to adopt any other suitable mode of payment.

The Equity Shares having a Face Value of Rs. 3/- each are being offered at a price of Rs. [· ] per share. At any given point of time there shall be only one denomination for the shares of the company and the company shall comply with disclosure and accounting norms specified by SEBI.

5. Right to receive surplus on liquidation
6. Such other rights, as may be available to a shareholder of a public company under the Act.

The market lot would be 50 shares. However, if the trades in Equity Shares of the Company are done in dematerialised form, then the tradable lot would be one share.

Consolidated Share Certificate(s) will be issued to investors applying for Equity Shares in physical form.

In accordance with Section 109A of the Act, the sole or first Bidder/Applicant, along with other joint Bidder/Applicants may nominate any one person in whom, in the event of the death of sole Bidder/Applicant or in case of joint Bidders/Applicants, death of all the Bidders/Applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Act, be entitled to the same advantages to which he would be entitled if he were the registered holder of the Equity Share(s). Where the nominee is 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/her death during the minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office of the Company/Registrar.

Any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, shall upon the production of such evidence as may be required by the Board, elect either:-

a. To be registered himself as holder of Equity Shares or

Further, the Board may at any time give notice requiring any nominee to elect either to be registered himself or to transfer the Equity Shares, and if the notice is not complied with in 90 days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with.

The Company has received approval of the RBI vide their letter No.[· ] dated [· ], for issuing Equity Shares to non-residents of Indian nationality/origin (NRIs)/OCBs (predominantly owned by NRIs)/FIIs with repatriation benefits. Hence it will not be necessary for the investors to seek separate permission from RBI. However it is to be distinctly understood that there is no reservation for NRIs, OCBs and FIIs and all NRI, OCB and FII applicants will be treated on the same basis with other categories.

The allotment of the Equity Shares to Non-Residents shall be subject to RBI approval or any requisite permission as may be necessary under the existing Exchange Control Regulations.

The Present Issue of [· ] Equity Shares of Rs. 3/- each for cash issued at a premium of Rs [·] per share aggregating Rs. 520 million, consisting of Book Built Portion of [· ] Equity Shares (90% of the Issue size) and a Fixed Price Portion of [· ] Equity Shares (10% of the Issue size).

* Pursuant to clause 6.34(c) of SEBI Guidelines 2000, the trading in the securities of the Company shall be in dematerialized form only for all investors. Thus, investors in their own interest are advised to apply for securities in dematerialized form.

The investors are required to submit their bids through Syndicate Members. Atleast 15% of the Issue shall be allocated on a proportionate basis each to Non-Institutional investors and Retail Biddders, subject to valid bids being received at or above Issue price, and the balance Book Built Portion shall be allocated to Institutional Investors who have bid at or above the Issue Price on a discretionary basis by the Company in consultation with the BRLM. The Company in consultation with the BRLM reserves the right to reject any Bid procured by any or all Syndicate Members without assigning any reason therefor.

Investors should note that Equity Shares would be issued to the successful allottes (other than the Retail Bidders desirous of obtaining shares in physical form), only in the dematerialized form.

1. Bid Form

Bidders shall only use the specified Bid Form bearing the stamp of a Syndicate Member for the purpose of making a Bid in terms of this Draft Offer Document. The Bidder shall have the option to make a maximum of three Bids in their Bid Form and such options shall not be considered as multiple applications. Upon the allocation of Equity Shares, dispatch of CAN and filing of Draft Offer Document with RoC, the Bid Form shall be considered as the Application Form. Upon filling of the Bid Form, the Bidder is deemed to have authorised the Company to make the necessary changes in this Draft Offer Document and Bid Form as would be required for filing the Draft Offer Document with RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder.

The prescribed colour of the Bid Form for various categories, is as follows:

Category	Colour of Bid cum Application Form
Public and NRI/OCB applying on non-repatriation basis	White
NRI/OCB/FII applying on repatriation benefit	Blue

2. Who can Bid

1. Indian nationals resident in India who are majors, in single or joint names (not more than three)
2. Hindu Undivided Families, in the individual name of Karta. The Bidder should specify the same in the Bid cum Application Form as follows: "Name of Sole/first applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of Karta. Applications by HUFs would be considered at par with those from individuals.
3. Companies, corporate bodies and societies registered under the applicable laws in India; and authorised to invest in these Shares.
4. Indian mutual funds registered with SEBI.
5. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission, if any)
6. Trusts registered under the Societies Registration Act, 1860, or any other Trust law and who are authorised under their constitution to hold and invest in shares) and
7. NRIs, OCBs and FIIs on repatriation basis or non-repatriation basis subject to applicable laws; and
8. Scientific and/or industrial research organisations authorised to invest in Equity Shares

Note: Book Running Lead Manager, Syndicate Members and any associate of Book Running Lead Manager, Syndicate Members (except Asset Management Companies of Mutual Funds, banks and Indian Financial Institutions) cannot participate in the Book Built Portion where allocation is discretionary. Further BRLM shall not be entitled to subscribe to the Issue in any manner except by virtue of devolvement of underwriting.

Bidders are advised to ensure that single Bid from them should not exceed the investment Limits/maximum number of shares than can be held by them under the applicable regulations/statutory guidelines.

As per the current regulations the following restrictions are applicable for investments by different categories of the Bidder:

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 fund.

No mutual fund under all its scheme should own more than 10% of any Company’s paid-up capital carrying voting rights.

The purchase of equity shares of each company by a Foreign Institutional Investor investing on his own account shall not exceed 10 percent of the total issued capital of that Company. In respect of a Foreign Institutional Investor investing in equity shares of a Company on behalf of his sub-accounts, the investment on behalf of each such sub-account shall not exceed 10 percent of the total issued capital of that Company. Total investment in equity or equity related instruments by a FII, in India shall comply with the conditions imposed by SEBI while granting the investment permission to FII.

The above information is given for the benefit of the Bidders. The Company/BRLM is not liable for any modification that may happen after the Date of this Draft Offer Document. Bidders are advised to make their independent investigations and ensure that their number of shares bid for doesn’t exceed the limits applicable to them in terms of the laws/regulations applicable to them.

1. Maximum and Minimum Bid size

For Retail Bidders

The Bid must be for a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter subject to a maximum of 1000 Equity Shares. In case the Bid is for more than 1000 Equity Shares, the same would be considered for allocation under Non Institutional category.

For Other Bidders

The Bid must be for a minimum of 1,100 Equity Shares and in multiples of 50 Equity Shares thereafter. A Bid cannot be submitted for an amount, which exceeds the amount offered for subscription under Book Building Portion i.e. Rs 468 million. However, maximum Bid size by an Institutional Investor should not exceed the investment limits prescribed for them by the regulatory/statutory authorities governing them.

2. Bidding Process

1. The BRLM/Syndicate Members will circulate copies of the Draft Offer Document along with the Bid Form to their clients
2. Investors desirous of obtaining the Draft Offer Document along with the Bid Form can obtain the same from the Registered Office of the Company or from any of the BRLM or from a Syndicate Member.
3. The Company and the BRLM shall declare the Bid Opening Date and Bid Closing Date and publish the same in three widely circulated newspapers (one each in English, Hindi and Kannada). This advertisement shall contain the salient features of the Draft Offer Document as specified under Form 2A, the method and process of bidding and the names and addresses of the BRLM/Syndicate Members. The BRLM/Syndicate Members shall start accepting Bids from the bidders from the Bid Opening Date.
4. Investors who are interested in subscribing to the Company’s Equity Shares should approach any of the BRLM/Syndicate Members or their authorized agent(s) to register their Bid.
5. The Bids should be compulsorily submitted on the prescribed Bid Form only. Bid Forms should bear the stamp of the Syndicate Member. The Bid Forms, which do not bear the stamp of the Syndicate Member, will be rejected.

1. Bidding

1. Each Bid Form will give the Bidder the choice to bid for up to three optional prices (See para F below) and demand (i.e. number of shares bid for) levels. The price and demand options submitted by the Bidder in the Bid Form will be treated as optional demands from the Bidder and will not be cumulated. After discovery 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 and the rest of the Bid, irrespective of the bid price, will become automatically invalid.
2. The Bidder cannot bid on another Bid Form after his bids on one Bid Form have been submitted to any Syndicate Member. Submission of a second Bid Form to either the same or to another Syndicate Member will be treated as multiple bidding 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 allotment of Equity Shares in the Issue.
3. The BRLM/Syndicate Member will enter each option into the electronic bidding system as a separate bid and generate a TRS for each option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRS for each Bid Form.

1. Bids at Different Price Levels

1. A Floor Price would be advertised prior to the Bid Opening Date for reference purposes of the Bidder. It is likely to appear on [Date] in [Name of the Newspapers and Editions]. The Company reserves the right to revise the Floor Price. In such a case, the Company would give adequate public notice so that all investors shall have due opportunity to revise the Bids. Such notice would be advertised in the same newspapers where the Floor Price was advertised. The Floor Price is only indicative. The Company in consultation with BRLM can finalize the Issue Price at or above the Floor Price or the revised Floor Price in accordance with this clause, if any, without prior approval or intimation to the Bidders.
2. The Bidder has to Bid for the desired number of Equity Shares at a specific price and any bid at cut-off price would be rejected.
3. The Bidder can bid at any price in multiples of Rs. 5/- only, at or above the Floor Price.

1. Escrow Mechanism

The Company shall open Escrow Accounts of the Company with one or more Escrow Collection Banks in whose favour the Bidder shall make out the cheque or demand draft in respect of his or her bid and/or revision. The Escrow Collection Banks will act in terms of this Draft Offer Document and an Escrow Agreement of the Company to be entered into between the BRLM, the Company, the Escrow Collection Bank and the Registrars to the Issue. The monies in the Escrow Account of the Company shall be maintained by the Escrow Collection Bank for and on behalf of the Bidders. The Escrow Collection Bank shall not exercise any lien whatsoever over the monies deposited therein, and shall hold the monies therein in trust for the investors, and on or after the Book Building Issue Opening Date transfer the monies to the Public Issue Account with the Bankers to the Issue in terms of the Escrow Agreement of the Company. The Bidders may note that the Escrow Mechanism is not prescribed by SEBI and the same has been established as an arrangement between the Escrow Collection Bank(s), the Company, the Registrars to the Issue and BRLM, to facilitate collections from the Bidders.

2. Terms of Payment and payment into the Escrow Collection Account

Each Bidder shall, with the submission of the Bid cum Application Form draw a cheque/demand draft/Stockinvest for the maximum amount of his bid in favour of the Escrow Account of the Escrow Collection Bank (refer Payment Instructions for further details) and submit the same to the Syndicate Member (s). Bid form accompanied by cash shall not be accepted. The Bid Amount has to be paid at the time of bidding based on the highest bidding option of the Bidder. The Syndicate Member(s) shall deposit such cheque/demand draft/Stockinvest with the Escrow Collection Bank, which will hold the monies for the benefit of the Bidders till such time as the Issue Opening Date. During the Issue period, the Escrow Collection Bank 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.

The Syndicate Member(s) may at their discretion waive such payment at the time of the submission of the Bid Form. Where such payment at the time of bidding is waived at the discretion of the Syndicate Member, the Issue Price, shall be payable for the allocated shares no later than the date specified in the CAN which shall be subject to a minimum period being not less than two days. If the payment is not made favouring the Escrow Account of the Company within the time stipulated above, the Bid of the Bidder is liable to be cancelled.

However, if the BRLM/Syndicate Member does not waive such payment, the full amount of payment has to be made.

Where the bidder has been allocated lesser number of Equity Shares than he or she had bid for, the excess amount paid on bidding, if any, after adjustment for allocation, will be refunded to such bidder within 15 days from the Date of Bid Closing.

The allocation of securities relating to the Book Built Portion shall be made within 15 days from the Offer Closing Date for Book Built Portion. The Company shall pay interest @ 15% p.a. if allocation is not made within 15 days from the Issue Closing Date for Book Built Portion and refund orders/cancelled stockinvests are not dispatched to the Bidders within 15 days of Bid Closing Date, for any delay beyond 15 days.

3. Electronic Registration of Bids

1. The BRLM/Syndicate Member will register the Bids using the on-line facilities of NSE and BSE. There will be at least one NSE/BSE on-line connectivity to each of the bidding centres.
2. NSE/BSE will offer a screen-based facility for registering bids for the Issue. This facility will be available on the terminals of BRLM/Syndicate Members and their authorised agents during the Bidding Period. BRLM/Syndicate Members 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 an hourly basis.
3. During bidding hours, an on-line graphical representation of the demand at various price levels in the Book Built Portion on the NSE and BSE mainframes will be displayed at the bidding centers of the Syndicate Members for bids registered on electronic facilities of NSE and BSE separately. However, the aggregate demand and price for bids registered on the electronic facilities of NSE and BSE will be consolidated at the end of each day during the Bidding Period and displayed during the bidding hours at the bidding centers of the Syndicate Members on the following day till the Bid Closing day.
4. At the time of registering the bid, the BRLM/Syndicate Members shall enter the following details of the investor in the on-line system:

• Name of the investor
• Investor Category – Individual/ Corporate/ NRI/OCB/FII/MF etc.
• Number of shares
• Bid Price (See Para F)
• Bid Form number
• Whether payment is made upon submission of Bid Form.
• DP ID and Client ID for Demat account of the Bidder.
• Margin paid to Syndicate Member, if any.

1. After the above data is entered, the system will generate a Unique Transaction Identification Code (UTIC), which will indicate the BRLM’s/Syndicate Member’s identity and the investor’s registration with him. A system generated Transaction Registration Slip (TRS) (or the Order Confirmation Note) will be given to the Investor as a proof of the registration of each bid option. It is the bidders responsibility to obtain the TRS from the BRLM/Syndicate Members. The registration of the bid by the BRLM/Syndicate Members does not guarantee that the shares shall be allocated either by the BRLM or Syndicate Members or the Company.
2. Such TRS will be non-negotiable and by itself will not create any obligation of any kind.
3. The BRLM/Syndicate Member has the right to vet the bid. Consequently, the BRLM/Syndicate Member also has the right to accept the bid or reject it without assigning any reason. Bids would not be normally rejected except on technical grounds listed on page __ of the Draft Offer Document. In case the BRLM/Syndicate Member does not waive the requirement of payment into the Escrow Account during the Bidding Period, the bid of the Bidder shall not be rejected except on technical grounds.
4. It is to be distinctly understood that the permission given by NSE to use their network and the software of the Online IPO system should not in any way be deemed or construed that the compliance with various statutory and other requirements by the Company, BRLM etc. are cleared or approved by NSE; 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 this Issuer, its promoters, its management or any scheme or project of this Issuer.

1. Build Up of the Book and Revision of Bids.

1. Bids registered by various Bidders through the BRLM/Syndicate Member shall be electronically transmitted to the NSE/BSE mainframe on an on-line basis.
2. The book gets built up at various price levels. This information will be available to the BRLM on an on-line basis.
3. During the Bidding 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 using the printed Revision Form.
4. The revision can be made in both the desired quantities of Equity Shares and the Bid Price by using the Revision Form. The Bidder must fill his or her Bid Form number, details of all the options in his or her Bid Form or earlier Revision Form and revisions for all the options as per his Bid Form or earlier Revision Form. For example if a Bidder has bid for three options in the Bid Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options in the Revision Form unchanged. Incomplete or inaccurate Revision Forms will not be executed by the Syndicate Member.
5. The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) in the earlier bid, the investor will have to use the services of the same Syndicate Member through whom he has placed the original Bid.
6. Any revision of the bid shall be accompanied by payment in the form of cheque or demand draft or Stockinvest for the incremental Bid price only, if any. The excess amount, if any, resulting from revision of Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Offer Document. The BRLM/Syndicate Member may at his sole discretion waive the payment requirement at the time of one or more revisions for Bidders.
7. When a Bidder revises his or her bid, he or she shall surrender the earlier TRS and get a revised TRS from the BRLM/Syndicate Member. It is the responsibility of the Bidder to request for and get the revised TRS, which will act as proof of his or her having revised the previous bid.
8. In case of discrepancy of data between NSE/BSE and the Syndicate Member, the decision of the BRLM based on the records of NSE/BSE shall be final and binding to all concerned.

1. Rejection of Bids on Technical Ground

Syndicate Member(s), Registrars, BRLM or the Company will have the right but not the obligation to reject any Bid on one or more of the following technical grounds:

Amount paid doesn’t tally with the highest number of shares bid for, Bank account details (for refund) are not given, Age of first applicant not given, Application by Minor, PAN/GIR No. not given if application is for Rs. 50,000/- or more, Bids at a price less than the floor price announced, Bids at cut-off price, Bids for number of shares which are not in multiples of 50. Category not ticked, Multiple application as defined elsewhere. In case of application under power of Attorney or by limited companies, corporates, trust etc., relevant documents are not submitted, Applications accompanied by Stockinvest purchased 10 days prior to Bid Opening Date, Applications accompanied by Stockinvest of value exceeding Rs. 50,000/- by Individuals, Applications accompanied by third party Stockinvest, Right hand side of the Stockinvest is filled up and Applications accompanied by cash exceeding Rs. 20,000/-. Applications by Bidders other than individuals and mutual funds accompanied by Stockinvest, Bid Form does not have the stamp of the Syndicate Member, if the number of Equity Shares bid for is lower than the minimum number of Equity Shares to be bid for in that category.

2. Price Discovery and Allocation

a) After the Bid Closing Date, the BRLM shall analyse the demand generated and pricing strategy with the Company.

b) The Company in consultation with BRLM will finalise the ‘Issue Price’, the number of Equity Shares to be issued and the allocation to successful Bidders.

c) The allocation for Institutional Investors up to 60% of the Issue size would be discretionary. The Allocation will be decided based on the quality of the bidder determined broadly by the size, price and date of the bid. The allocation for Non-Institutional Investors and Retail Bidders for not less than 15% of the Issue size, each, would be on a proportionate basis subject to valid bids being received at or above the Issue price. Allocation in these category would be made in consultation with the Regional Stock Exchange. For details refer to para on Basis of Allocation/Allotment on page [· ].

d) Undersubscription in any category, would be allowed to be met with spill over from other categories.

e) Allocation to NRIs/FIIs/OCBs applying on repatriation basis will be subject to the terms and conditions stipulated by the RBI while granting permission for Issue of shares to them.

f) The BRLM shall intimate the Syndicate Member of the Issue Price and allocations to their Bidders.

g) The Company reserves the right to cancel the Issue after bidding.

3. Signing of Underwriting Agreement and RoC Filing

1. The BRLM and the Company and other Syndicate Member(s) shall enter into an underwriting agreement on being intimated about the Issue Price and allocation(s) to their Bidders, prior to RoC filing.
2. The Draft Offer Document shall be finalised and filed with the RoC soon after signing of the underwriting agreements.

1. Announcement Advertisement

After the Company in consultation with the BRLM determines the Issue Price, a statutory advertisement will be issued by the Company either prior to or after the filing of the Offer Document with the RoC. This advertisement shall in addition to the information that has to be set out in the statutory advertisement indicate the price of the securities along with a table showing the number of securities and the amount payable by an investor. Such advertisement is likely to appear on [Date] 2000 in [Name of the Newspapers].

2. Issuance of Confirmation of Allocation Note ("CAN") and Allotment for the Book Built Portion

1. BRLM/Registrars shall send to the Syndicate Members, a list of their Bidders who have been allocated Equity Shares in the Book Built Portion.
2. The receipt of the list of allocation for their Bidders by the Syndicate Members shall constitute a firm offer by the Bidder in respect of the Bids and acceptance of the Bids set out in the said lists for the Issue and the same shall be deemed to be a valid and binding contract. The Bidders shall be deemed to have knowledge of such acceptance immediately upon the receipt by the Syndicate Members of the list of allocation for their Bidders. The Syndicate Member is, for this limited purpose, deemed to be the agent of the Bidders.
3. The BRLM/Syndicate Members would then send the CAN to their Bidders who have been allocated Equity Shares in the Book Built Portion and who have not paid into the Escrow Account at the time of bidding. Such Bidders shall pay the amount payable in Escrow Account of the Company.
4. Bidders who have been allocated Equity Shares and who have already paid into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrars to the Issue subject, however to realisation of their cheques or demand draft paid into the Escrow Account of the Company.
5. Equity Shares shall, after the receipt of the entire Issue proceeds, would be allotted to the investors within 15 days of the Book Building Issue Closing Date.

6. After allotment all allottees, who have opted for Dematerialized Option, will receive credit for Equity Shares directly in their depository account. No Equity Shares will be issued in the physical form to the Allotees, except for the Retail Bidders who have specifically requested for such physical shares. Allottees will have the option to re-materialise the securities so allotted, if they so desire as per the provisions of the Act and the Depositories Act, 1996.

Only Individual investors (including HUFs and NRIs) who for any reason(s) did not receive an allocation or CAN from the Syndicate Member through whom they participated, shall have the option of being considered for allotment in the Fixed Price Portion subject to their fulfilling the following conditions :

1. Individual investors bidding for more than 1,000 shares in the Book Built Portion shall be able to exercise this conversion option for a maximum of 1,000 Equity Shares only.
2. The Bidder should clearly exercise the option of conversion of their Bid in the Book Built Portion into an Application in the Fixed Price Portion by filling the relevant portion in the Bid cum Application Form. In case the Bidder does not exercise such option or does not fill the relevant portion of the Bid cum Application Form properly, it shall be deemed that the individual Bidder has not opted for such conversion option.
3. The Individual investors should not have received an allocation of any Equity Shares in the Book Built Portion. This aspect will be verified by the Registrars to the Issue without any reference or intimation to the Bidder who opts for the conversion.
4. The Bidder should have Bid for the Equity Shares at or above the Issue Price.
5. The Bidder should have deposited the entire Bid Amount in the Escrow Account at the time of making the bid. The amounts deposited by the Bidders into the Escrow Collection Banks under the Book Built Portion shall be entirely transferred into the Public Issue Account.

Individual Bidders who exercise the above conversion option, but do not fulfil any of the above conditions will receive refund from the Escrow Account in terms of this Draft Offer Document. The refunds payable for excess amounts deposited by the individual Bidders, who have exercised conversion options which fulfils the above conditions, shall be paid out of the Public Issue Account as per the terms of the Fixed Price Portion. In case of any delay in despatch of refund orders beyond 15 days of the Issue Closing Date for Fixed Price Portion, the Company shall pay interest at 15% per annum (for any delay beyond 15 days as mentioned above).

Bidders opting for the conversion option cannot make another application in the Fixed Price Portion as first/sole applicant. In case the Bidder makes such additional application(s), all the applications including the application resulting from the conversion of the Bid, would be treated as multiple applications and would be liable to be rejected.

The Equity Shares to be issued under the Fixed Price Portion shall be made available at the Issue Price.

The Fixed Price Portion shall be available for subscription during the Fixed Price Issue Period and not during the Bidding Period.

The trading in the securities of the Company shall be in dematerialised form only for all investors. Investors in their own interest are advised to apply for shares in demat form.

1. Who can apply

Individual investors (including HUFs and NRIs) who for any reason(s) could not participate in the Book Building Portion during the Bidding Period or did not receive an allocation or CAN from the Syndicate Member through whom they participated, can apply in the Fixed Price Portion. However, investors who have been successful in getting an allocation in the Book Built Portion, Book Running Lead Manager and Syndicate Member are barred from applying for the Fixed Price Portion.

2. Schedule and Basis of Allotment for Fixed Price Portion

The basis of allotment for the Fixed Price Portion will be finalised in consultation with the Regional Stock Exchange. In case of oversubscription, allotment will be on a proportionate basis and will be finalised in consultation with the Regional Stock Exchange. (For further details please refer to para on Basis of Allotment in case of Fixed Price portion on page [·]).

Equity Shares shall, after the receipt of the entire Issue proceeds, be allotted to the investors within 15 days of the Fixed Price Issue Closes Date. After allotment all allottees who have opted to receive the Equity Shares in the electronic form will receive credit for Equity Shares directly in their depository account. Those allottees who have opted to receive the Equity Shares in the physical form will receive the Equity Shares certificate from the Registrars.

3. Minimum And Maximum Application Size

Application must be for a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter. However the maximum application can be for 1,000 Equity Shares only.

4. Terms of payment

The entire Issue price of Rs. [·] is payable at the time of application.

Where an applicant has been allotted lesser number of shares than he/she has applied for, the excess amount paid on application, if any, will be refunded by the Company to the applicants.

As far as possible, allotment of securities relating to the Fixed Price Portion shall be made within 15 days from the Offer Closing Date for Fixed Price Portion. The Company shall pay interest @ 15% p.a. (except to applicants applying through stock invest) if allotment is not made and refund orders are not dispatched to the investors within 15 days from the Issue Closing Date for Fixed Price Portion for any delay beyond 15 days.

1. Check if you are eligible to apply
2. Fill up the Resident Bid Form (white in colour) or Non-Resident Bid Form (blue in colour), as the case may be
3. Fill up the Bid Form carefully after reading all the instructions
4. Enter correct details about DP and Beneficiary Account. The Syndicate Member(s) have a right but not the obligation to ask for proof of the DP Account.
5. Submit Bids on forms bearing stamp of the Syndicate Member at the Bidding Centres only. Bids not bearing the Syndicate Member(s) stamp are liable to be rejected.
6. Obtain TRS for all options in the Bid Form.
7. Submit Revised Bid to the same Syndicate Member through whom the Original Bid was placed and obtain a revised TRS
8. Tick the Conversion Option, if you are an Individual Bidder and would like to be considered for Fixed Price Portion

1. Do not Bid for lower than minimum Bid size or Floor Price
2. A Bidder should not bid on another Bid Form after he has submitted the Bid to a Syndicate Member
3. Do not pay Bid Amount in cash
4. Do not send Bid Forms by post; instead hand them over to a Syndicate Member only
5. Do not Bid at cut-off price
6. Single Bid from any investor should not exceed the investment limit/maximum number of Shares that can be held by him under the relevant regulation/statutory regulations.

1. Instructions for Filling Up the Bid Form

1. Bidders can obtain Bid Forms and/or Revision Forms from the BRLM/Syndicate Members.
2. Bids and revisions to bids must be:

• Made only in the prescribed Bid Form or Revision Form, as applicable (White Colour for Resident Indians and Blue for NRI/FII/OCB applying on repatriation basis)
• Completed in full, in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Bid Form or Revision Form. Incomplete Bid Forms or Revision Forms are liable to be rejected.
• For a minimum of 1,100 Equity Shares and in multiples of 50 Equity Shares thereafter. A Bid cannot be submitted for an amount, which exceeds the amount offered for subscription under Book Building Portion i.e. Rs 468 million. Bidders are advised to ensure that single Bid from them should not exceed the investment limits/maximum number of shares that can be held by them under the applicable regulations/statutory guidelines.
• In single name or in joint names (not more than three).
• Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his or her official seal.

1. Bidder’s Bank Details

The name of the sole or first Bidder’s bank, branch, type of account and account numbers must be filled in the Bid cum Application Form. This is required for the Bidder’s own safety so that these details can be printed on the refund orders. Bids without these details are liable to be rejected.

2. Bidder’s Depository Account Details

It is mandatory for all the Institutional and Non Institutional Bidders to get their Equity Shares using the Depository mode. Retail Bidders have an option to get shares in physical or demat mode. All Bidders should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Bid Form. In case Bid Form is submitted in joint names, it may 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.

3. Bids under Power of Attorney

 

In case of bids made under Power of Attorney or by limited companies, corporate bodies, registered societies, etc., 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 lodged alongwith the Bid cum Application Form. Failing this, the Issuer reserves the right to accept or reject any bid in whole or in part, in either case, without assigning any reason therefor.

4. Bids by NRIs, OCBs, or FIIs on a repatriation basis.

1. Bid and Revision of bids must be made only:

• On the prescribed Bid cum Application Form or Revision Form, as applicable, (Blue in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Bid cum Application Form or Revision Form. Incomplete Bid cum Application Form or Revision Form are liable to be rejected;
• NRIs can obtain Bid Form prescribed for them from the Corporate Office of the Company.
• In a single or joint names (not more than three)
• For a minimum of 1,100 Equity Shares and in multiples of 50 Equity Shares thereafter subject to a maximum Bid size of 390 million. Please refer to para on Maximum and Minimum Bid size on page ___ for further details. for NRI/FII/OCB applying on repatriation basis)
• NRIs - For a minimum of 50 Shares and in multiples of 50 thereafter subject to a maximum Bid size of 468 million; OCBs - For a minimum of 1,100 Shares and in multiples of 50 thereafter subject to a maximum Bid size of 390 million; FIIs - For a minimum of 1,100 Shares and in multiples of 50 subject to a maximum Bid size of 390 million. Please refer to para on maximum and Minimum Bid size on Page [· ] for further details.
• In the names of individuals, societies and other corporate bodies owned predominantly (at least to the extent of 60%) by Non-Resident Individuals of Indian nationality or origin, or in the names of Foreign Institutional Investors but NOT in the names of minors, firms or partnerships, foreign nationals or their nominees. Bids by societies, overseas limited companies and other corporate bodies owned predominantly (at least 60%) by Non Resident Indians must be accompanied by a certificate in the prescribed form OAC/OAC 1 from Overseas Auditor or Chartered Accountant or Certified Public Accountant.

1. The Company has received approval of the RBI vide their letter No. ______________ dated ________, 2000, for issuing Equity Shares to non-residents of Indian nationality /origin (NRIs)/OCBs (predominantly owned by NRIs)/FIIs with repatriation benefits. Hence it will not be necessary for the investors to seek separate permission from RBI. The allotment of the Equity Shares to Non-Residents shall be subject to RBI approval or any other requisite authority as may be necessary under the existing Exchange Control Regulation. Sale proceeds of such investments in Equity Shares will be allowed to be repatriated along with the income thereon subject to the permission of RBI and subject to Indian Tax Laws provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE or FCNR Account.
2. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or commission. In case of Bidders who remit money payable upon submission of the Bid cum Application Form or Revision Form 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 RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by Registered Post or if the applicants 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 into Indian Rupees and vice-versa.

1. Payment Instructions for Book Built Portion:

1. Cash payment will not be accepted by the BRLM/Syndicate Members for the Book Built Portion. Payment may be made by way of cheque or Stockinvest (subject to applicable laws/guidelines) or demand draft drawn on any bank, including a Co-operative Bank which is situated at and is a member or sub-member of the Bankers’ Clearing House located at the place where the Bid Form or Revision Form is submitted. Outstation cheques or bank drafts, or cheques or bank draft drawn on bank not participating in the clearing process will not be accepted. Non MICR cheques or demand drafts would not be accepted in case the clearing system in the centre where such bids are collected does not permit daily clearance of non MICR cheques and demand drafts. Bidders based in cities other than the bidding centres can give demand drafts payable at the location of the bidding centre where the Bid cum Application Form or Revision Form is submitted. Such Bidders based in cities other than the bidding centres can submit the Bid cum Application Forms or Revision Forms only by hand delivery to the BRLM/Syndicate Member. Bids sent by post will not be registered by the BRLM/Syndicate Member.
2. All cheques or drafts must be made payable to Escrow Collection Bank(s) and favouring "Name of the Bank - Escrow A/c Aztec Public Issue" and crossed "A/C PAYEE ONLY".
3. A separate cheque or bank draft or Stockinvest must accompany each Bid Form and Revision Form.
4. Bidders are advised to mention the serial number of the Bid cum Application Form on the reverse of the instruments to avoid misuse of instruments submitted along with the bids for the Equity Shares.

1. For NRIs, OCBs, or FIIs on a repatriation basis

1. Bid cum Application Forms or Revision Forms from Non-Resident, duly completed along with Indian Rupee Drafts purchased abroad or Cheque or Bank Draft or Stockinvest, for the amount payable for Bidding or Revisions 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 must be delivered to the BRLM/Syndicate Member at the time of submission of the Bid cum Application Form or Revision Form or after allocation as the case may be. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Bidders bidding on a repatriation basis. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account. FIIs can also invest through Special Rupee Account as may be permitted under general exemption granted by RBI.
2. NRIs/OCBs wishing to pay through NRO account shall not use the form meant for NRIs/OCBs/FIIs and must apply in the form meant for Resident Indians. Such applications will be treated at par with applications by Resident Indians for purpose of allotment
3. All Cheques or Bank Drafts accompanying the Bid Form or Revision Form should be crossed ‘A/c. Payee Only’ and made payable to the Escrow Account of the Escrow Collection Bank and marked ‘Name of the Bank - Escrow A/c. Aztec Public Issue -NR’.
4. A separate cheque or bank draft must accompany each Bid cum Application Form or Revision Form. Under no circumstances should the Bid Form or Revision Form with remittance be sent to the Company or to the Registrars to the Issue
5. Bidders are advised to mention the serial number of the Bid cum Application Form on the reverse of the instruments to avoid misuse of instruments submitted along with the bids for the Equity Shares.

1. Payment by Stockinvest

The bidder, being an individual or mutual fund, has the option to use the stockinvest instrument in lieu of cash/cheques/bank drafts for payment of application money, subject to applicable laws/guidelines. However, in respect of individual bidder, banks have imposed a ceiling of Rs. 50,000/- per individual per stockinvest. Stockinvest instruments are payable at par at all the branches of the issuing bank and as such, outstation stockinvest instruments can be attached to the Bid Form or Revision Form. The applicant may approach the banks concerned for obtaining stockinvest and detailed instructions for the same. Service charges, if any, for issuing the stockinvest must be borne by the bidder.

The bidder has to fill in the following particulars:

The bidder should thereafter sign the instrument. It should also bear the stamp of the bank issuing the instrument and should be crossed "A/c Payee Only" and made payable only to "Aztec Software and Technology Services Ltd." The Bidder should not fill in the portion to be filled up by the Registrars to the Issue (right-hand portion of the instrument).

The Purchaser should use the stockinvest and the name of the Purchaser/one of the Purchasers should be indicated as the first bidder in the Bid Form or Revision Form. Thus, if the signature of the Purchaser on the stockinvest and the signature of the first bidder in the Bid Form or Revision Form do not tally, the bid would be treated as having been accompanied by a third party stockinvest and is liable to be rejected.

The stockinvest instrument should be used by the Purchaser within 10 days from the date of issue of the instrument, failing which such applications are liable to be rejected. For the purpose of calculating the 10 days, the last date for use of the stockinvest for submitting the Bid Form or Revision Form to the BRLM/Syndicate Members is indicated on the face of the stockinvest with a notation "to be used before _____________".

The Registrars to the Issue will fill up the right-hand side of the stockinvest indicating the Equity Shares allotted to the bidder, calculated as follows:

• In case of full allotment, the number of Equity Shares on the right-hand side will be the same as that on the left-hand side of the instrument;
• In case of partial allotment, the number filled up by Registrars to the Issue on the right-hand side of the instrument will be less than the number filled up by the bidder on the left- hand side;
• In case the allotment is nil, the number filled up by the Registrars to the Issue on the right-hand side of the instrument will be nil.

No refund order will be issued to the bidders using stockinvest for payment of the money due while submitting the Bid Form or Revision Form. In case of non-allotment of Equity Shares, the cancelled stockinvest instruments will be returned to the applicant, within 15 days of Issue Closing Date of the Book Building Portion by Registered Post/Speed Post. The bidder will have to approach the issuing bank branch for lifting the lien.

Registrars to the Issue have been authorised by the Company (through a resolution passed by the Board of Directors at its meeting held on June 12, 2000 to sign on behalf of the Company to realise the proceeds of the stockinvest from the issuing bank or to affix non-allotment advice on the instrument, or to cancel the stockinvest(s) of the non-allottees. Such cancelled stockinvest(s) shall be sent back by the Registrars directly to the investors. Stockinvest will be realised through Citibank, N.A. or Deutsche Bank.

Reserve Bank of India vide its Circular No. DBOD No. FSC. BC.100/24.47.001/94 dated September 2, 1994 has restricted the use of Stockinvests to Individual Investors and Mutual Funds only. Stockbrokers, Corporate Bodies, Banks and Financial Institutions are not allowed to apply through Stockinvests. A ceiling of Rs. 50,000/- per individual per Stockinvest by banks has been imposed.

All other conditions mentioned for making a bid through cheque or bank draft will also apply to bids made using Stockinvest.

Note: The above information is given for the benefit of investors and the Company is not liable for any modification of the terms of stockinvest or procedure thereof by the issuing bank.

1. Submission of Bid Form

• All Bid cum Application Forms or Revision Forms duly completed and accompanied by Account Payee cheques or demand drafts or Stockinvest shall be submitted to the BRLM/Syndicate Member at the time of submitting the Bid. The BRLM/Syndicate Member may at this discretion waive the requirement of payment at the time of submission of the Bid cum Application Form and Revision Form in the case of Institutional Bidders.
• No separate receipts shall be issued for the money payable on submission of Bid cum Application Form or Revision Form. However, the collection centre of the BRLM/Syndicate Member 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 Form for the records of the Bidder.

2. Fixed Price Portion

1. Availability of Offer Document and Application Forms

• Only in the prescribed Application Form (White Colour for Residents and NRIs applying on non-repatriation basis).
• In case of a HUF applying through its Karta, the applicant should specify the same in the Application Form as follows: "Name of sole/first applicant: Mr. XYZ Hindu Undivided Family applying through XYZ", where XYZ is the name of Karta.
• Completed in full, in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form. Incomplete Application Forms are liable to be rejected.
• For a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter subject to a maximum application size of 1,000 shares.
• In single name or in joint names (nor more than three)
• Thumb impressions and signature other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his or her official seal.

(iii) Applicant’s Bank Details

(iv) Applicant’s Depository Account Details

1. Applications under Power of Attorney

In the case of applications made under Power of Attorney, a certified copy of the Power of Attorney or the relevant authority to make the application, as the case may be lodged sepa rately, along with a photocopy of the Application form, at the office of the Registrars to the Issue simultaneously with the submission of the Application form (or later but so as to reach the Registrar within 15 days from the Issue Closing Date for Fixed Price Portion), indicating the name of the applicant along with the address, application serial number, date of submission of the Application Form, name of bank and branch where it was deposited, cheque/draft number and bank and branch on which the cheque/draft was drawn. Failing this, the Issuer reserves the right to accept or reject any application in whole or in part, in either case, without assigning any reason therefor.

2. Applications by NRIs on a repatriation basis

1. Applications must be made only:

• On the prescribed Application (Blue in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form and are liable to be rejected if not so made;
• For a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter subject to a maximum of 1,000 shares.
• In a single or joint names (not more than three)
• In the names of individuals by Non-Resident Individuals of Indian nationality/origin by NOT in the names of minors, firms or partnerships, foreign nationals or their nominees.

1. The Company has received approval of the RBI vide their letter No. ______________ dated ________, 2000, for issuing Equity Shares to non-residents of Indian nationality /origin (NRIs). Hence it will not be necessary for the investors to seek separate permission from RBI. The allotment of the Equity Shares to Non-Residents shall be subject to RBI approval or any other requisite authority as may be necessary under the existing Exchange Control Regulation. Sale proceeds of such investments in Equity Shares will be allowed to be repatriated along with the income thereon subject to the permission of RBI and subject to Indian Tax Laws provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE or FCNR Account.
2. Refunds, dividends and other distributions, if any, will be payable in Indian Rupee only and net of bank charges and/or commission. In case of applicants who remit their application money through Indian Rupee Drafts from abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will dispatched by Registered Post or if the applicants so desire, will be credited to their NRE Accounts, details of which should be furnished in the space provided for this purpose in the Application Form. The Company will not be responsible for loss, if any, incurred by the applicant on account of conversion of Foreign Currency into Indian Rupees and vice-versa.

3. Payment Instructions for the Fixed Price Portion

1. Payment may be made by way of cheque or Stockinvest (subject to applicable laws/guidelines) or Demand Draft drawn on any bank, including a Co-operative Bank which is situated at and is a member or sub-member of the Bankers-Clearing House located at the place where the Application Form is submitted. Outstation cheques or bank drafts, or cheques or bank drafts drawn on bank not participating in the clearing process will not be accepted. Applicants based in cities other than collection centres mentioned on the Application Form can send Demand Drafts payable at Mumbai along with the Application Forms by Registered Post to the Registrars to the Issue so that the same are received before the Issue Closing Date for Fixed Price Portion. Money Orders or Postal Order will not be accepted. Applications sent by post to the Company/BRLM/Syndicate Members will not be accepted.
2. All cheques or drafts must be made payable to the Banker to the Issue and marked "Name of the Bank A/c - Aztec Public Issue" and crossed "A/C PAYEE ONLY".
3. All applications duly completed and accompanied by Account Payee Cheques or Drafts or Stockinvest shall be submitted at the designated collection centre of the Bankers to the Issue before the Issue Closing Date for Fixed Price Portion.
4. A separate cheque or bank draft or Stockinvest must accompany each Application Form.
5. Applicants are advised to mention the serial number of the Application Form on the reverse of the instruments to avoid misuse of instruments submitted along with the Application Form.

1. Application Forms from Non Residents, duly completed along with Indian Rupee Drafts purchased abroad or cheques or bank drafts or Stockinvests, 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 must be delivered before the Issue Closing Date for Fixed Price Portion to the designated collection centre of the Bankers to the Issue. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Subscribers applying on a repatriation basis. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account.
2. NRIs wishing to pay through NRO account shall not use the form meant for NRIs and must apply in the form meant for Resident Indians. Such applications will be treated at par with applications by Resident Indians for purpose of allotment.
3. All cheques or bank drafts accompanying the application should be crossed ‘A/c. Payee Only’ and made payable to any of the Bankers to the Issue with whom the application is lodged and marked ‘‘Name of the Bank A/c - Aztec Public Issue NR".
4. Each Application Form must be accompanied by a separate cheque or bank draft or stockinvest (subject to the applicable laws). Under no circumstances should the Application Form with remittance be sent to the Company or to the Registrars to the Issue or the BRLM to the Issue.
5. Applicants are advised to mention the serial number of the Application Form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for Equity Shares.

• In case of full allotment, the number of Equity Shares on the right- hand side will be the same as that on the left-hand side of the instrument;
• In case of partial allotment, the number filled up by Registrars to the Issue on the right-hand side of the instrument will be less than the number filled up by the applicant on the left- hand side;
• In case the allotment is nil, the number filled up by the Registrars to the Issue on the right-hand side of the instrument will be nil.

1. No separate receipts shall be issued for the application money. However, the designated collection centre of the Banker to the Issue will acknowledge the receipt of the applications by stamping and returning to the applicant the acknowledgement slip.

1. The Company reserves the right to reject any Bid/Application without assigning any reason therefor and consequent refunds shall be made by cheque or pay order or draft and will be sent to the applicant’s address at the applicant’s risk.

2. In case the amount payable on Bid/Application is Rs. 20,000 or more taken together with any earlier outstanding loan or deposit placed with the Company by the Bidder/Applicant, such payment must be effected only by way of an account payee cheque/stockinvest or bank draft and not in cash in terms of Section 269SS of the Income-tax Act, 1961. In case payment is effected in contravention of this section, the bid/applications are liable to be rejected without interest.

 

3. Joint Bids/Applications in the case of Individuals :

4. Multiple Applications:

A bidder/applicant should submit only one bid/application (and not more than one) for the total number of Equity Shares required. Two or more bids/applications will be deemed to be multiple bids/applications if the sole/first bidder/applicant is one and the same.

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 bid made clearly indicate their intention as to each scheme concerned for which the bid has been made.

In case of separate bids/applications for Equity Shares in electronic and physical form by the same bidder/applicant, the application in physical form shall be considered as multiple bid/application and will be rejected accordingly.

The Fixed Price Portion is reserved for individual investors who have either not applied or not received allocation in the bidding process. In other words those who have participated in the bidding process and have received allocation shall not be eligible to make an application in the fixed price portion. Such applications will be treated as multiple applications and are liable to be rejected.

Bidders opting for the conversion option cannot make another application in the Fixed Price Portion as first/sole applicant. In case the Bidder makes such additional application(s), all the applications including the application resulting from the conversion of the Bid, would be treated as multiple applications and would be liable to be rejected.

The Board of Directors reserves the right to reject, in its absolute discretion, all or any multiple applications in any or all categories.

 

5. PAN/GIR Number:

Where the maximum bid for Equity Shares by a Bidder/Applicant is for the total value of Rs. 50,000 or more, i.e. the actual numbers of securities bid for multiplied by the bid price, is Rs. 50,000 or more the Bidder or in the case of a bid in joint names, each of the Bidders should mention his or her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income-Tax Circle/ Ward/District. In case, neither the PAN nor the GIR numbers has been allotted, the Bidders must mention "Not allotted" in the appropriate place. Bid cum Application Forms without this information will be considered incomplete and are liable to be rejected.

6. Option to hold shares in electronic form with NSDL/CDSL:

1. Two tripartite agreements have been signed

• The first dated ………2000 between Aztec Software, MCS Limited and National Securities Depository Limited (NSDL) for offering depository option to the investors.
• The second dated ………, 2000 between Aztec Software, MCS Limited and Central Depository Services Limited (CDSL) for offering depository option to the investors.

1. Retail Bidders and only an applicant in the Fixed price portion has the option to seek allotment of Equity Shares in electronic or physical mode. Bidder for the Book Built portion other than Retail Bidders cannot seek allotment in physical mode.
2. An applicant/bidder who wishes to apply for Equity Shares in the electronic form must have at least one beneficiary account with any of the Depository Participant (DP) of NSDL or CDSL prior to making the application.
3. The applicant/bidder seeking allotment of Equity Shares in the Electronic Form must necessarily fill in the details (including the beneficiary account No. and Depository Participant’s ID No.) appearing in the Bid Form or Revision Form or Application form under the heading ‘Request for Equity Shares in Electronic Form’.
4. Equity Shares allotted to an applicant in the Electronic Account will be credited directly to his/her/its respective beneficiary accounts (with the DP).
5. For subscription in electronic form, names in the Bid Form or Revision Form or Application 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
6. The Registrars to this Issue will directly send non-transferable allotment advice/refund orders to the bidder/applicant.
7. If incomplete/incorrect details are given under the heading ‘Request for Equity Shares in electronic form’ in the Bid Form or Revision Form or Application Form, it will be deemed to be an application for Equity Shares in physical form.
8. The Applicant is responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP.
9. It may be noted that 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 the Equity Shares of the Company are proposed to be listed are connected to NSDL and CDSL
10. In case of separate applications in physical and Dematerialised Form, the application in physical form would be considered as multiple application and would be rejected accordingly.
11. The trading of the securities of the Company would be in demat form only for all investors.

All future communications in connection with bid/applications made in the Issue should be addressed to the Registrars to the Issue quoting full name of the sole/first Bidder/Applicant, Bid Form/Application No., number of shares applied for, date, bank and branch where the application was submitted and cheque/draft/stockinvest no. and issuing bank thereof.

The Company shall ensure despatch of refund orders of value over Rs. 1,500/- and share / debenture certificates by Registered Post / Speed Post only and adequate funds for the purpose shall be made available to the Registrars by the Issuer Company.

The Company undertakes:

1. that the complaints received in respect of the Issue shall be attended to by the Issuer Company expeditiously and satisfactorily;
2. that the Company shall take necessary steps for the purpose of getting the securities listed in the concerned stock exchanges within the specified time;
3. that the funds required for despatch of refund orders/allotment letters/certificates by registered post/speed post shall be made available to the Registrar to the Issue by the Issuer Company;
4. that the certificate of the securities/refund orders to the non-resident Indians shall be despatched within specified time.
5. that no further issue of securities shall be made till the securities offered through this Draft Offer Document are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc.

The Board of Directors of the Company certifies that:

1. all monies received out of this Issue of Equity Shares 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 Act.
2. details of all monies utilised out of the Issue referred to in sub-item (i) 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
3. details of all unutilised monies out of the Issue, if any, referred to in sub-item (i) shall be disclosed under the 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 the access to the Issue proceeds till approval for dealing of Equity Shares from all the Stock Exchanges where listing is sought is received.

The Company has been advised by its Auditors M/s BSR & Co., Chartered Accountants, vide their report dated September 4, 2000 that under the current tax laws, the following tax benefits inter-alia, will be available to the Company and the shareholders of the Company. This advice is being issued on the basis of the statutory provisions applicable on the date of its issue A shareholder is advised to consider in his own case the tax implications of an investment in the shares.

1. The Company has one business unit established under the Software Technology Park Scheme. As per the representations received from the management, the unit has complied with the conditions stipulated in section 10A of the I.T. Act. Based on these representations, the Company is entitled to claim deduction under section 10A of the I.T. Act, in respect of the profits derived from the export of computer software, as computed in accordance with the provisions of this section. The availability of the deduction is subject to the Company’s continued compliance with the conditions specified in the section. These benefits would be available for a period of ten consecutive assessment years, commencing with the assessment year relevant to the previous year in which the unit began to manufacture or produce software.
2. In accordance with, and subject to, the conditions, and to the extent specified in
   section 80HHE of the I.T. Act, the Company will be entitled to a deduction of the profits derived from the export of computer software or from providing technical services outside India in connection with the development or production of computer software.
3. The Company is eligible to claim depreciation in accordance with, and subject to, the conditions prescribed under section 32 of the I.T. Act.
4. Any income received by the Company by way of:

• Dividend from other domestic companies; or
• Income received from Unit Trust of India established under the Unit Trust of India Act, 1963; or
• Income received in respect of the units of mutual fund specified under clause 10(23D) of the I.T. Act;

1. Under section 10(33) of the IT Act, dividend received by the shareholder from the Company is fully exempt from tax.
2. Under section 112 of the IT Act, the tax on long-term capital gains arising on the sale of shares in the Company will be the lower of:

• 10% on the capital gains computed without indexation benefits; and
• 20% on the capital gains computed with indexation benefits.

• 10% in the case of domestic companies;
• 10% in the case of individuals having taxable income exceeding Rs 60,000, but not exceeding Rs 150,000;
• 15% in the case of individuals having taxable income exceeding Rs 150,000.

1. In accordance with, and subject to, the conditions specified in section 54EC of the IT Act, shareholders will be entitled to exemption from long-term capital gains on the sale of their shares in the Company, to the extent the capital gains are invested in "long-term specified assets" as defined in that section, within a period of six months after the date of such transfer.
2. In accordance with, and subject to, the conditions specified in section 54F of the IT Act, shareholders who are individuals or Hindu undivided families, will be entitled to exemption from long-term capital gains on the sale of their shares in the Company, to the extent that the net consideration is invested in a residential house.
3. Wealth-Tax

The shares in the Company will not be subject to wealth-tax under the Wealth-tax Act, 1957.

4. Gift Tax

1. Non-residents

1. Under section 10(33) of the IT Act, dividend received by the shareholder from the Company is fully exempt from tax.
2. Under section 112 of the IT Act, the tax on long-term capital gains arising on the sale of shares in the Company is 10%, computed without indexation benefits.

• 10% in the case of individuals having taxable income exceeding Rs 60,000, but not exceeding Rs 150,000;
• 15% in the case of individuals having taxable income exceeding Rs 150,000.

1. In computing the long-term capital gains and short-term capital gains, shareholders will be entitled to compute capital gains in the same foreign currency as is utilised in the purchase of such shares, in accordance with, and subject to, the provisions of the first proviso to section 48 of the IT Act, read with rule 115A of the Income-tax Rules, 1962.
2. In accordance with, and subject to, the conditions specified in section 54EC of the IT Act, shareholders will be entitled to exemption from long-term capital gains on the sale of their shares in the Company, to the extent the capital gains are invested in "long-term specified assets" as defined in that section, within a period of six months after the date of such transfer.
3. In accordance with, and subject to, the conditions specified in section 54F of the IT Act,
   shareholders who are individuals or Hindu undivided families, will be entitled to exemption from long-term capital gains on the sale of their shares in the Company, to the extent that the net consideration is invested in a residential house.
4. Where the total income of a non-resident in a financial year consist only of investment income (as defined in section 115C (c) of the IT Act ) or income by way of long-term capital gain or both, the non-resident could opt to be governed by the provisions of Chapter XII-A of the IT Act, in which case, the following benefits will be available:

• In accordance with, and subject to the conditions specified in section 115E of the IT Act, income by way of long-term capital gains on sale of shares of the Company will be taxable at the flat rate of 10% computed without indexation benefits;

• 10% in the case of individuals having taxable income exceeding Rs 60,000, but not exceeding Rs 150,000;
• 15% in the case of individuals having taxable income exceeding Rs 150,000.
• Shareholders will be entitled to exemption from long-term capital gains on the sale of their shares in the Company, in accordance with, and subject to, the conditions specified in, section 115F of the IT Act, to the extent that the net consideration is invested in specified assets or in select savings certificates; and
• In accordance with, and subject to, the conditions specified in section 115G of the IT Act, where tax has been deducted at source from such income, it would not be necessary for the non-resident Indian to furnish his return of income as per the provisions of section 139(1) of the IT Act.

1. Wealth-Tax

The shares in the Company will not be subject to wealth-tax under the Wealth-tax Act, 1957.

2. Gift Tax

3. Foreign Institutional Investors (FIIs)

1. Under section 10(33) of the IT Act, dividend received by the FIIs from the Company is fully exempt from tax.
2. In accordance with, and subject to, the conditions specified under section 115AD of the IT Act, FIIs, being a foreign companies, are taxed at the rate of:

• 10% in the case of long-term capital gains; and
• 30% in the case of short-term capital gains.

1. Wealth-Tax

The shares in the Company will not be subject to wealth-tax under the Wealth-tax Act, 1957.

2. Gift Tax

The present issue of Equity Shares is being made:

• to list the shares of the Company on one or more stock exchanges and to enable the Company to impart liquidity to the Employee Stock Option Program
• to finance ongoing capital expenditure including setting up of a new development center and new employee training center;
• to finance expansion through acquisitions, joint ventures and strategic alliances and upon listing to make future acquisitions using shares as acquisition currency; and
• to meet the expenses of the issue.

The Main Objects Clause and Objects incidental or ancillary to the Main Objects Clause of the Memorandum of Association of the Company enables the Company to undertake its existing activities and the activities for which the funds are being raised, through the present Issue.

To meet the above objects of the Issue, the total fund requirement as estimated by the Company is as under:

Rs. million

The above requirement of funds is proposed to be funded as follows:

Rs. million

As per the Guidelines issued by the SEBI and the listing guidelines of the Stock Exchanges, the Company is required to issue at least 10% of its Post Issue capital to the public as part of the Public Issue. In case the price determined pursuant to the Book Building issue is such that it results in less than 10% post issue dilution, then the Company would issue 3,800,000 Equity Shares. In such case, the Issue amount would increase accordingly. Since this actual amount of issue proceeds will be determined only after the price discovery mechanism is completed, there is a possibility that the amount raised is greater than the funding requirement as mentioned above. In the eventuality of the issue proceeds being more than the funding requirements, the surplus funds may be used for (a) general corporate purposes including amongst others expansion of business development centre, employee training centre, marketing programs and addition of new service offerings; (b) meeting the additional expenses of the issue; (c) working capital and (d) for investing in possible joint ventures, strategic alliances or acquisitions, though there are no present commitments or agreements or crystallised proposals for any such joint venture, strategic alliance or acquisition. The fund requirement in such cases would be updated before filing the Offer Document with the Registrar of Companies.

Pending the deployment of funds towards the various objects of the Issue, the funds would be deployed in liquid instruments including but not restricted to deposits with banks for the necessary duration. The Board of Directors or a committee thereof, duly empowered in this regard, would authorize such investments.

In anticipation of the increase in the operations of the Company in the near future, the Company intends to scale up its existing infrastructure. Currently the Company operates from 15,000 square feet premises, which can house close to 300 employees. The Company expects that its employee strength will increase in line with the increase in its operations. Thus the Company plans to part finance its ongoing capital expenditure to the extent of Rs. 144 million from the proceeds of this Public Issue. The expansion will include expansion of existing facilities in two phases as well as construction of a new building.

Expansion of Existing facilities

The expansion would be undertaken in two phases. In Phase I, the Company will be refurbishing an additional 15,000 square feet of area in form of two more floors to its existing two storied leased building. The space would be used for seating new employees, a small cafeteria and health club for the employees. The Company has entered into a MoU with the Lessor for additional office space. This MoU shall be implemented in cognizance with the main lease agreement that the Company has entered into on December 31, 1998 for the leased premises for a period of ten years with effect from February 1, 1999.

In Phase II, the Company will be leasing and refurbishing a new premises of additional 50,000 square feet. This premises will be used as an additional development center. The Company is yet to identify this building and has not identified the suppliers for any equipment that would be required for this building.

The funding requirement for the capital expansion is given in the table below:

Rs. million

Description	Phase I	Phase II	Total
Computers and Accessories	19.5	51.0	70.5
Furniture and Fixtures	5.0	15.0	20.0
Electrical installation	2.2	6.5	8.7
Other equipments	3.0	10.0	13.0
Interiors	3.7	10.8	14.5
Generator	2.9	8.4	11.3
Air conditioners	1.0	3.0	4.0
Contingencies	0.6	1.4	2.0
Total	37.9	106.1	144.0

The Company has placed orders for all the equipments required for Phase I of the expansion. The Company has not placed any orders nor has invited any quotations for Phase II of the expansion. The following table list the details of the orders placed towards Capital Expenditure for Phase I of the Project.

Imported Equipments

Computers and Accessories

Description	Supplier	Country Of Import	Date of order	Amount (Rs. million)	Expected Date of Delivery
PC's	DELL Asia Pacific SDN	Singapore	05-06-2000	12.0	Received
Notebooks	DELL Asia Pacific SDN	Singapore	01-06-2000	2.3	Received
Server	DELL Asia Pacific SDN	Singapore	02-06-2000	2.4	20-09-2000

Other Equipments

Description	Supplier	Country Of Import	Date of order	Amount (Rs. million)	Expected Date of Delivery
UPS	Best Power	Singapore	14-06-2000	2.0	07-09-2000
LCD Projector	Epson Singapore Pvt. Ltd.	Singapore	11-07-2000	0.15	Received

The cost of total imported equipment is Rs. 18.85 million, which is 50% of the cost of Phase I expenditure. The Company has opened L/C with the Union Bank of India for the above imports, wherever required.

Indigenous Equipments

Computers and Accessories

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
Networking	Frontier	19-04-2000	2.8	Received

Furniture and fixtures

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
Modular Furniture	V 3 Engineers	25-04-2000	4.48	Received
Chairs	Feather Touch	27-06-2000	0.52	Received

Electrical Supplies

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
Electrical Supplies	Vasuki Contracts	03-05-2000	2.2	Received

Other Equipment

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
Telematic Equipment	Tata Telecom	05-05-2000	0.61	Received
Speaker Phones	Hotline Communications	12-06-2000	0.03	Received
Fire Alarm Systems	Alert Safety Equipments	03-06-2000	0.25	Received

Improvements to Building

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
False Ceiling	Fine Interiors	02-06-2000	0.46	Completed
False Flooring	Gee and Associates	26-05-2000	0.05	Completed
Vertical Blinds	Noble Sales Corporation	29-06-2000	0.19	Received
Civil works	Annadurai	05-05-2000	0.35	Completed
Carpentry works	Arakeshwara	23-05-2000	0.25	Completed
Cafeteria	Discoy Construction Division	NA	2.40	15-09-2000

Generators

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
Diesel Generators	Canara Diesels	12-05-2000	2.90	Received

Air conditioners

Description	Supplier	Date of order	Amount (Rs. million)	Expected Date of Delivery
Air conditioners	Blue Star	12-05-2000	1.02	Received

Grand Total (Indigenous)

18.51

Construction of New Building

The Company is currently operating from leased premises. Thus as part of its on-going Capital expansion, the Company would like to build its own premises and expand its activities to a new development center and corporate office. The funding requirement that the Company expects for its new building on a built-up area of 200,000 square feet will be

The Company is yet to identify the Premises for the proposed new building and is yet to place orders or identify suppliers for all the equipments. The Company believes that majority of equipments will be available indigenously and can be easily procured.

The implementation schedule for the on going capital expansion is given in the table below:

The Company has to obtain all the requisite Government approvals for its Capital Expenditure for which funds are being raised through this Issue. Since the Company is yet to identify the new premises, it is not in a position to list out all the regulatory approvals that would be required for the new premises. The Company will require registration with Assistant commissioner of Customs as Bonded Warehouse for its proposed new premises. It will also require permission from Karnataka Power Transmission Corporation Limited for the power supply and for use of Generators for the new premises.

Consolidation of Business through Acquisitions

The Company believes that the rapid growth being witnessed in the e-engineering solutions business, particularly in B2B space with the growth of ASPs and online exchanges, would result in a substantial jump in the demand for technology providers and internet architects well conversant in XML, WML, Java and middleware technologies. In order to be in a position to optimize the revenues from this emerging scenario, it needs to acquire critical mass. This can only happen if it pursues its growth plans by not just building its own in-house strengths but also through judicious inorganic growth, through the process of acquisitions and mergers.

The Company therefore proposes to seek appropriate opportunities for possible acquisitions, joint ventures or strategic alliances and intends to set aside Rs. 84 million from the funds being raised from the present issue towards this object.

The Company does not have any present commitments or crystallized proposal for any such suitable acquisition opportunities. The listing of its Equity Shares would also provide the Company with the flexibility of acquisitions using its shares as currency. Further with a low debt equity ratio, Aztec will be in a position to leverage its balance sheet strength to finance suitable opportunities.

However, acquisitions, joint ventures or strategic alliances may result in difficulties in assimilating the culture, operations and businesses of other companies. The acquisitions may also pose further challenges like management distraction, reduced corporate efficiency, multiple methodologies and less accurate internal controls and weak corporate culture. The Company will endeavour to mitigate such risks associated with acquisition by carefully evaluating strategic suitability of potential targets and opportunities.

Issue Expenses

The expenses of the Present Issue payable by the Company, inclusive of brokerage, underwriting fees, fees payable to the Book Running Lead Manager and Syndicate Members, fees of Legal Advisors, stamp duty, printing, publication, advertising and distribution expenses, bank charges, fees payable to the Registrars to the Issue, listing fees and other miscellaneous expenses are not likely to exceed Rs. 35 million, and will be met out of the proceeds of the present Issue.

The expenditure incurred on various projects up to August 31, 2000, as certified by the Company’s Auditors, BSR & Co. vide their certificate dated September 05, 2000 of Rs.22.59 million, is as under:

The expenditure incurred till August 31, 2000 on the various projects has been financed through internal accruals.

The Company was incorporated by the name Aztec Software and Technology Services Private Limited as a private limited company on October 4, 1995 under the Companies Act, 1956. The Company was subsequently converted into a public company with effect from June 12, 2000 and consequently renamed Aztec Software and Technology Services Limited. The Memorandum and Articles of the Company have been amended on June 12, 2000 to record the change from private limited to public limited company, to incorporate enabling provisions for dematerialisation of the securities of the Company and to incorporate the Code of Corporate Governance. In 1996, the Company received approval from the Software Technology Parks of India, Bangalore for setting up the 100% export oriented unit under the STP Scheme of the Government of India.

Mr. S. Parthasarathy promoted the Company with a vision of creating a new model of a software development company. Mr. Parthasarathy is a well-known personality in IT sector, particularly for his pioneering work in hardware services. In its "garage phase", the Company functioned like many other start-ups from a converted garment factory office in Bangalore with little infrastructure and fixed assets. But even during the initial days, the Company was able to attract in its fold, some of the best database and middleware technology professionals including Debasish Chakraborty, Nirmalya Sen, Shuvankar Banerjee and KN Kumar led by current CTO, VR. Govindarajan. The initial focus was on Database and Datawarehouse internals and middleware technologies. In August 1996, V. Swaminathan joined the Company as a co-promoter. Mr. Swaminathan brought 10 years of experience of direct sales of systems and services. Gradually, the Company started developing products such as Jpact and other IP components, in addition to performing services for its customers. Since its incipient stage the Company has believed in being selective in its assignments and projects.

Since inception, the Company has targeted the American markets to develop its business, customer base and brand value. Thus in September 1997, the Company incorporated a wholly owned subsidiary Aztec Software Inc., in Santa Clara, California, USA. The said Company marketed and sold Aztec products in the world market and also developed strategic relationships with other hardware and software vendors as well as the distributors and resellers to market the products.

In last quarter of 1998, K B Chandrasekhar, the co-founder of Exodus Communications Inc. and one of the best known Indian technocrat in the Silicon Valley invested in the Company as an "Angel Investor" The subscription to shareholding came through e4e Holdings Limited (formerly known as E4e Holdings Limited), a Mauritius based OCB, which subscribed to around 63% of the Company's outstanding share capital in two tranches. Fivess also entered into a joint venture Agreement with the Company, V. Swaminathan and S. Parthasarathy. The joint venture agreement was terminated by mutual consent on May 31, 2000. This participation resulted in Mr. Chandrasekhar’s joining the Board as a Director. Consequently e4e Holdings Limited became a promoter of the Company.

With the increased experience in database and middleware Internet technologies, the Company decided to further sharpen its business and customer focus. It currently focuses on providing e-engineering solutions to the customers which include new business models on the Internet - Application Service Providers (ASPs), online exchanges and other players in B2B space. The Company is also focussing on being the co-development partner for software product/technology companies.

Mr. Parthasarathy and his wife, Ms. Anuradha Parthasarathy, each subscribed to 300 shares of Rs. 10/- each for contributing to the initial share capital of the Company. In August 1996, the Company allotted 501,737 Equity Shares of Rs. 10/- each to V.Swaminathan who is a Promoter of the Company. In 1996, 1997 and 1998, the Company alloted 709,474 Equity Shares to Promoters, associates, friends and relatives of Mr. Parthasarathy and Mr. Swaminathan. In January 1999, the Company allotted 1,360,030 shares of Rs. 10/- each to e4e Holdings Ltd., a promoter of the Company. In October 1999, the Company allotted further 709,310 shares to e4e Holdings Ltd. In May 2000, the Company allotted 44,356 Shares to the associates of promoters. On January 9, 2000, the Company reduced the par value of Equity Shares from Rs. 10/- per share to Rs. 3/- per share. In September 2000 the Company has allotted 1,449,000 shares to e4e Holdings and others at the Issue price.

In November 1998, the Company formulated an Employee Stock Option Plan. In May 2000, the Company under approval from its members split the said plan into SOP'98-India and SOP'98-U.S.A. With respect to SOP'98-India, equity shares representing the options allocated of 4,493,334 were allotted to an Employees' Welfare Trust and henceforth all the outstanding options of Indian employees and consultants will be exercised through this Trust. The options pool for employees and consultants of the subsidiary company is 1,500,000. With respect to SOP'98-U.S, equity shares representing the options allocated were allotted to an Employees' Welfare Trust and henceforth all the outstanding options of U.S employees and consultants will be exercised through this Trust. Thus the outstanding options of Indian employees, U.S employees and consultants will not result in any further dilution.

The Board of the Company has passed a resolution that, post listing; all further allocations for the ESOP shall be in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

On June 12, 2000 the Company capitalized its General Reserve and Share Premium Account to allot 15,473,060 Bonus Equity Shares.

For further details about the Share Capital History of the Company, please refer to Notes to the Capital Structure on page [· ]

The Company was incorporated in Bangalore, Karnataka, India with its Registered office at 121, Victorian Avenue, 6 'D' Main, 13th Cross, Indiranagar II Stage, Bangalore 560 038. Due to expansion in its business activities, operations and employee strength, in April 1996, the Company shifted its Registered Office to 1-A, Elgin Court, 3 Eagle Street, Richmond Town, Bangalore 560 025. In September 1997, the Company moved its Registered Office to a bigger location at 121/4, 8th Block, 8th Cross, 20 'C' Main, K.R. Gardens, Koramangala, Bangalore 560 095. With the rapid increase in business growth and employee strength, in September 1999, the Company thought it fit to again shift its Registered Office and Development center to more spacious present location. The present Registered Office is situated at #23, 3rd A Cross, 18th Main, Koramangala Block 6, Bangalore 560 095, India. The office and development center has a floor space of 15,000 square feet and is spread over 4 floors. It has the capacity to seat 300 professionals. The present Registered Office has been taken on a long term lease of 10 years beginning February 1998. The Company's Development Center is connected with a 768 KBps data link to Exodus, Santa Clara, US and from there via a T1 line (1.5 MBPS) to Aztec Software Inc.’s (a wholly owned subsidiary of the Company) office in Santa Clara. The Company is in the process of upgrading 768 KBps link to a 2 MBps link.

The main objects of the Company as set out in its Memorandum of Association are as follows:

1. To manufacture either for its own use or for sale in India or for export outside India computer systems, computer peripherals and accessories, computer consumable like floppy disks/ribbons, continuous and non-continuous stationery etc. and such other products or things which may be considered either as an integral part of a computer system or as an optional attachment or supplement thereto.
2. To undertake the designing and development and support of systems and application software education and entertainment either for its own use or for sale in India or for export outside India and to design and develop such systems and application software for or on behalf of manufacturers, owners and users of computer systems and digital/electronic equipment in India or elsewhere in the world.
3. To set up and run electronic data processing centres and to carry on business of data processing, work processing, software consultancy, system studies, management consultancy, techno-economic feasibility studies of project, design and development of management information system, share/debenture issue management and/or registration and share/debenture transfer agency.
4. To undertake and execute feasibility studies for computerisation, setting up of all kinds of computer systems and digital/electronic equipments and the selection, acquisition and installation thereof whether for the Company or its customers or other users.
5. To conduct, sponsor or otherwise participate in training programmes, courses, seminars and conferences in respect of any of the objects of the Company and for spreading or imparting the knowledge and use of computers and computer and digital/electronic equipment programming languages including the publication of books, journals, bulletins, study/course materials, circulars and newsletter.
6. To undertake the business as agents, stockists, distributors' processors, collaborators, importers, franchise holders or otherwise for trading or dealing in computer systems, peripherals, accessories parts and computer consumables like floppy disks, continuous and non-continuous stationery, ribbons and other allied products and things and standard software packages.
7. To undertake the business of engineers, specialists, consultants and to act as advisors for setting up projects abroad in computers and allied industries including recruitment, selection and training of personnel for jobs, contracts, assignments related to or connected therewith.

The Main Objects Clause and Objects incidental or ancillary to the Main Objects Clause of the Memorandum of Association of the Company enables the Company to undertake its existing activities and the activities for which the funds are being raised, through the present Issue.

The Company has one wholly owned subsidiary namely Aztec Software Inc. (Aztec Software). The subsidiary is based in Santa Clara, California, USA. The Company has no subsidiaries in India.

Brief details of its wholly owned subsidiary are:

Past Financial Performance

* Net of Revaluation Reserves, Deferred Revenue Expenditure and Debit balance of Profit & Loss Account.

** Share Application Money

Aztec Software, a wholly owned subsidiary of Aztec, was incorporated in the State of California, USA for the purpose of increasing the sales and marketing effort of Aztec in the US. The majority of customers of Aztec are based in the US and thus the management thought it appropriate to have presence in the Silicon Valley through a wholly owned subsidiary. Aztec Software Inc. was initially conceived as an overseas joint venture, but the management then decided to incorporate a 100% subsidiary. On receipt of approval from the RBI, Aztec Software Inc. became the wholly owned subsidiary of Aztec with effect from March 31, 1999. Aztec Software Inc. has its office located at 3211, Scott Boulevard, Suite 204, Santa Clara CA 95054 USA. It is planning to open another marketing office on the East Coast of the US as well.

Aztec Software markets the products and services of Aztec to the US customers. It also owns the IPRs for Jpact, the list server developed by Aztec. Aztec Software Inc. is not engaged in any other activity apart from engaging in business development for Aztec's service offerings. Most of the senior business development officers including the promoter of Aztec, Mr. S. Parthasarathy are the employees of Aztec Software Inc. For all assignments, the development team of Aztec works seamlessly with the marketing team of Aztec Software, Inc. As on August 31, 2000, Aztec Software Inc. had 27 employees.

So far, for all the projects executed by Aztec, the entire income is booked in the books of account of Aztec. Aztec Software Inc. periodically debits Aztec with the cost incurred by it for and on behalf of Aztec to meet the cost of apartment rentals, payment of fees to engineering consultants who are rendering services at customer sites exclusively for Aztec.

With effect from April 1, 2000, the Company has entered into a Master Agreement with Aztec Software, Inc. and has appointed Aztec Software as "Service Provider". The Service Provider will be engaged in providing on-site engineering, technical and allied services to Aztec’s customers in the US. The main provisions of this agreement are:

• The Company has designated Aztec Software Inc as a preferred representative of the Company in the USA for providing services to the customers. The exact projects to be undertaken are to be decided by mutual agreement and will be documented with implementing individual Work Orders.
• The Company shall pay fees for Services provided by the Service Provider at rates to be mutually agreed to and to be specified in each Work Order.
• All rights, title and interest in Intellectual Property shall be vested solely and absolutely in the Company.

With effect from April 1, 2000, the Company has entered into a Marketing Agreement with Aztec Software Inc. and has appointed Aztec Software as its marketing agent. Aztec Software will provide its marketing services for and on behalf of the Company in the USA for the purpose of widening the Company’s customer base in the US. The main provisions of this Agreement are:

• For marketing services provided by Aztec Software, the Company shall pay a commission at a flat rate of 12.5% of the gross billing of the Company in respect of specific orders procured by Aztec Software.
• All rights, title and interest in Intellectual Property shall be vested solely and absolutely in the Company.
• Aztec Software will act as independent contractor and not an Agent or employee of the Company.

Aztec is promoted by Mr. S. Parthasarathy, Mr. V. Swaminathan and e4e Holdings Limited, Mauritius

Mr. S Parthasarathy is a Mechanical Engineer from the Indian Institute of Technology (Madras) and a PGDM from the Indian Institute of Management, Ahmedabad (IIMA). He has over 16 years of experience through the early stages of the Indian IT industry both as a professional and as an entrepreneur. After working with Wipro and Tata groups, Mr. Parthasarathy co-founded Computer Garage Ltd., a company engaged in computer hardware and engineering services. Partha is currently based in California, USA and heads the subsidiary of the Company.

Mr. V. Swaminathan is an engineer from the Indian Institute of Technology (Madras) and has a Master of Science Degree from University of Missouri, Rolla, USA. He brings over 12 years of direct sales and marketing experience in both the US and international markets. Sam previously worked with Honeywell Measurex. He has been responsible for the engineering, operations, marketing as well as worldwide sales and service business for a $6 million product line. Over a period of 8 years, he has been responsible for over US$30 million of direct sales worldwide including the European, Latin American and Asian regions for systems and services business. Sam is based in California, USA and worked as an employee of the wholly owned subsidiary of the Company till June 2000.

e4e Holdings Limited (formerly known as Fivess Ventures Limited (Fivess)), a wholly owned subsidiary of e4e Inc., was incorporated in Republic of Mauritius in November 9, 1998. It is an Offshore Private Company limited by shares. Fivess was established as a wholly owned subsidiary of 5S Ventures LLC (5S), a U.S. Limited Liability Corporation. 5S is owned by Mr.K.B. Chandrasekhar, Mrs.Sukanya Chandrasekhar and their three children namely Siddharth Chandrasekhar, Sandeep Chandrasekhar and Suraj Chandrasekhar. 5S was both an investment, business management vehicle and estate planning vehicle for the Chandrasekhar family. Fivess was intended to hold, coordinate and manage the India operations of 5S.

On April 21, 2000 the ownership of Fivess was transferred to e4e Inc. (e4e), a US corporation incorporated under Delaware laws. Fivess was subsequently renamed as e4e Holdings Limited. e4e intends to use e4e Holdings for the broad business purposes related to e4e’s India operations. e4e Inc. intends to own and operate a limited number of synergistic services companies and incubate external and internal ideas. The Company also intends to provide value to its portfolio companies by bringing them new customers / revenue and leading them to emerging opportunities. Mr. K.B. Chandrasekhar, a director of the Aztec, is the non-executive Chairman of e4e. Mr. Somshankar Das, a director of Aztec, is the President and CEO and a director of e4e. The Board of Directors of e4e comprises of:

As of date there are no natural persons, who are shareholders of e4e Holdings. e4e Holdings also has a 100% India based subsidiary called e4e Labs Private Limited, Bangalore.

The other details about e4e Holdings Limited are:

Past Financial Performance:

* Net of revaluation reserves and miscellaneous expenditure not written off

The shareholding of Promoters are as under:

Name	No. of Shares	% of pre- Issue capital
e4e Holdings Limited	15,627,280	46.10
S. Parthasarathy	4,879,000	14.39
V. Swaminathan	2,018,786	5.96

The Company has five founder employees who have driven the growth of the Company’s business operations. These employees have contributed to the Company’s promotion and activities through their diverse experience and sound technical skill set. The founder employees of the Company are:

• V.R. Govindarajan
• Debasish Chakraborty
• Nirmalya Sen
• Shuvankar Banerjee
• K N Kumar

These employees do not own any shares in the Company but have been granted and vested with certain stock options under the Company’s Stock Option Plan. These employees have offered 721,669 (20% of their total stock options) options to be locked-in for a period of three years from the date of listing of the Company’s Equity on the Regional Stock Exchange. Thus 721,669 Shares allotted to the Employee Welfare Trust would be locked in for a period of three years. The Employee Welfare Trust will monitor the lock-in.

Following are the other companies / ventures promoted by the same promoters:

Since the Company has recently being incorporated, it is yet to start its business operations.

There have been no related party transactions between the Company, its subsidiaries and other companies/ventures promoted by the same promoters or companies in which Promoters/Directors are interested during the period April 1, 1999 through March 31, 2000 except for the following:

There have been no related party transactions between the Company, its subsidiaries and other companies/ventures promoted by the same promoters or companies in which Promoters/Directors are interested during the period April 1, 2000 through June 30, 2000 except for the following:

None of the Group Companies or other ventures of the Promoters are engaged in the same line of business as that of the Company.

The Company is managed by the Board of Directors under the Chairmanship of Mr. S. Parthasarathy. The composition of the Board of Directors is as below:

The Co-founder and ex-Chairman of Exodus Communications Inc., an Internet services organization, and a leading server hosting company for mission critical Internet sites.  Chandra began his career in 1983 at Wipro, as a customer support engineer. Over his seven years with the company, he advanced through various sales, marketing and support functions. In 1990 he moved to the US as country manager for Rolta India Ltd.

In 1992 Chandra set out on his own and founded Fouress, Inc. Fouress was a network software design and development firm, and its clients included Sun Microsystems, Adaptec, Toshiba, and Lockheed. In 1994, Chandra founded Exodus Communications. The company went public in March 1998 in one of the most successful US IPOs of 1998. In 1999 Chandra was honored as the Ernst & Young Northern California Entrepreneur of the Year. In 2000, Chandra co-founded e4e Inc.

Chandra is an engineering graduate from Madras Institute of Technology

Chandrasekaran has more than 25 years international experience in Finance, Strategic Planning, Marketing and senior General Management positions. Chandrasekaran works as a Management Consultant. Chandrasekaran is also a Director of EAI Technologies Private Ltd. and Impulse Software Private Ltd. He is also an advisor to the Managing Director of Silicon Automation Systems Ltd. He was a director of Aditi Technologies Private Ltd., a successful provider of high-end technical consulting and mentoring services to Microsoft and other global computer software majors. 

Chandrasekaran is an engineering graduate from the University of Madras and received a PGDM from the Indian Institute of Management, Ahmedabad.

Partha has over 16 years of experience through the early stages of the Indian IT industry, both as a professional and as an entrepreneur. After having worked with the TATA and WIPRO groups in the early years, Partha founded Computer Garage Ltd., India's leading independent hardware and engineering services company. Partha is no longer associated with Computer Garage. He is known for his pioneering work in hardware services. Aztec is his second entrepreneurial venture in the IT industry. Partha is currently based in the US and works as an employee of Aztec Software Inc., a wholly owned subsidiary of the Company as well as the President and CEO of the global operations of the Company. He also worked as the Managing Director of the Company from January 1999 to April 2000.

Partha is an engineering graduate from the Indian Institute of Technology, Madras and received a PGDM from the Indian Institute of Management, Ahmedabad.

Sunil Gulati heads the Bank of America’s investment banking efforts in India. Prior to this assignment commencing 1997, Sunil was based in Hong Kong for over 5 years with primary responsibilities for the bank’s investment banking activities in North Asia. He also handled strategic and corporate M&A exercises for the Bank throughout the Asia-Pacific Region, including the divestment of the bank’s subsidiaries and branches in Malaysia, Thailand and Australia.

Sunil has been actively involved in the technology sector in India, and has senior level relationships with major players in the industry and financial institutions and FIIs. Sunil has been actively involved with several clients in the technology sector including Wipronet, Mahindra British Telecom, Aptech, Bharti, BPL, etc.

Prior to joining the Bank of America in 1989, Sunil worked with Standard Chartered Merchant Bank and with the management consultancy division of A.F. Ferguson & Co. in India. He received a PGDM from the Indian Institute of Management, Ahmedabad in 1984 and B.Tech. (Electronics) from the Indian Institute of Technology, Delhi in 1982.

Somshankar Das (Som) is a co-founder and the President and CEO of e4e Inc, a technology financing and holding company focused on building a portfolio of Internet technology based infrastructure companies providing outsourced services to corporate customers in the New Economy.

Prior to co-founding e4e Inc, Mr. Das was a General Partner of the Walden International Investment Group (" WIIG "), an international venture capital firm with operations in the USA and in Asia, including India. In that capacity, Mr. Das co-founded the India operations of WIIG. At WIIG, Mr. Das specialized in the semiconductor, software, IT service and Internet infrastructure industries. He has over twelve years of management experience in the US semiconductor industry. Mr. Das is currently a director of WebEx. Prior to joining WIIG, Mr. Das was Director for Worldwide Business Development at VLSI Technology, Inc.

Previously, he was an officer of the Indian Administrative Service for over 11 years. As Director for Industries in Mumbai, he was involved in promoting inward investments and facilitating the implementation of industrial projects in Maharashtra State. Mr. Das holds an MBA from Stanford University and a Master of Science Degree in Physics and Mathematics from Calcutta University.

In accordance with the Code of Corporate Governance of the SEBI and other pronouncements/ requirements of SEBI and the listing requirements of the Stock Exchanges, the Board of the Company has constituted three standing Committees: (1) Audit Committee; (2) Compensation Committee and (3) Investor Grievance Committee. The Board in its meeting held on May 3, 2000 has accepted the Code of Corporate Governance, as issued by SEBI in full and the Articles of the Company have been modified accordingly.

The Audit Committee will be chiefly responsible for 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; recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services and reviewing with management the annual financial statements before submission to the Board.

The Compensation Committee will establish remuneration levels for certain of the Company's officers, perform such functions as provided under the employee benefit programs and administer Stock Option Plan.

The Investor Grievance Committee will specifically look into the redressing of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc

The present members of the various Board Committees are:

• Compensation Committee : Mr. S. Parthasarathy, Mr. Somashankar Das and Mr. M. Chandrasekaran
• Audit Committee: Mr. Somashankar Das, Mr. M. Chandrasekaran and Mr. Sunil Gulati
• Investor Grievance Committee: Mr. M. Chandrasekaran and Mr. Sunil Gulati. In addition to the Directors, the Committee also has Mr. B.G. Balakrishna (President and CEO, India Operations) and Mr. A.S. Keshvamurthy (Company Secretary and Compliance Officer) as its members.

Manager

The Board at its meeting held on May 3, 2000 has appointed Mr. B.G. Balakrishna, President and Chief Executive Officer – Indian Operations, as Manager within the meaning of Section 269 of the Act for a period of two years beginning from May 3, 2000. As the Manager, Mr. Balakrishna shall be responsible for the overall supervision of the functioning of the Company, handling the day to day affairs of the Company, appointment and termination of the employees, operating the bank accounts of the Company, signing cheques and other such functions as specified in the Articles of the Company. Manager shall report to the Board on the activities of the Company and shall also perform all other duties that the Board may delegate to the Manager from time to time.

Except to the extent of shares acquired by the Promoters and Directors they did not have any other interest in the promotion of the Company.

In 1996-97, the Company purchased certain Intellectual Property Rights for a consideration of Rs. 77 lakh from Mr. S. Parthasarathy, a Promoter and a Director of the Company. Mr. Parthasarathy is also entitled to a remuneration of USD 150,000 in his capacity as an employee of Aztec Software Inc., a subsidiary of the Company. In 1998-99, the Company paid Rs. 3.31 lakh and in 1999-2000 Rs. 2.46 lakh to Mr. M. Chandrasekaran, a Director of the Company towards consultancy fees.

There has been no pending litigations against/with the Directors or proceedings initiated against them for economic offences.

The Organization structure of Aztec Group is:

Details of the Key Managerial Personnel of the Company are as follows:

B.G. Balakrishnan, 54 years

BGB, as he is known, has over 30 years of industry experience, of which 17 years is in the IT industry. BGB is very well known in the industry, and his most recent assignment has been with Sivan Securities, where he has been responsible for mentoring some of the software companies funded by Sivan. From 1997 to 1999, BGB was the CEO of Raffles Software, a company promoted by Thakral Group, Singapore.

From 1992-97, BGB was the Chief Operating Officer of BFL Software. As part of the start-up team of BFL Software, BGB was responsible for strategic planning, business development and organizational growth. Prior to BFL, BGB was with Tata Elxsi (91-92) and Wipro Ltd. (84-91). At Wipro, BGB was General Manager of the Exports Division prior to which he was Head of the Southern Region Operations.

BGB is an engineering graduate and he joined Aztec in March 2000.

Govindarajan V.R., 40 years

An MS in Computer Science from the University of Massachusetts at Amherst, Govindarajan has more than 14 years of experience in the software industry in the US and in India. Govindarajan started his career and became a key member of a distributed database product development group at Digital Equipment Corporation (USA). Subsequently, he worked with Tata-IBM in Bangalore, India. His most recent assignment was with the IBM Almaden Research Center in developing a transparent, tight integration of a DBMS with external object servers, a widely acclaimed, patent-pending technology that enables the building of enterprise Internet applications with access to legacy data. He joined Aztec in June 1996.

Srikanth Karra, 37 years

An MA from TISS, Bombay and a Bachelor’s degree in General Law, Srikanth brings in more than 13 years of experience in Human Resource. He started his career in 1987 at Bluestar Limited, Bombay after which he moved on to ITC Limited in 1990 and was with them for over 9 year. He joined Aztec in March 1999.

As Assistant Manager HR in ITC Head Office, he was responsible for performance Management systems and introducing computerisation of manpower databases. In his stint in the factories he has brought about improvements in manpower productivity through various innovative practices in Human Resources Management and Industrial relations. Some notable HR practices were, reconfiguring the shop floor into self-managed teams, Team Based Incentives and Communications. He led the HR team in negotiating the movement of the Bangalore factory to a new location in the outskirts. This involved negotiating and agreeing to an entirely new set of terms and work practices apart from physical relocation of 2000 people. At ANZ Grindlays he was responsible for Training and Development apart from other HR functions. He was also responsible for the Downsizing exercise for the Eastern Region during 1994.

Muralikrishnan A.G, 39 years

Muralikrishnan holds a Bachelors Degree in Science from Madras University and qualified as a Chartered Accountant in January 1987. Murali is currently a Fellow Member of The Institute of Chartered Accountants of India, New Delhi.

Prior to joining Aztec in April 2000 as its CFO, Murali was a partner in M/s. S.Madhavan & Co. Chartered Accountants, Bangalore from September 1989. In the said capacity he has handled audits of a wide range of corporate enterprises. His specialization has been in the field of Corporate Taxation, Finance, and Foreign Exchange Regulations. In the recent past he has helped a number of start-up companies in India in the Information Technology sector offering an array of services under one roof.

In addition to being the CFO of Aztec, Murali serves as a non-executive director on the Board of vEngines India Private Limited – a VLSI Design house and a wholly owned subsidiary of vEngines, Inc. and Anglian Water International Private Limited – a wholly owned subsidiary of Anglian Water Plc, U.K.

Ashish Dey, 37 years

Ashish joined Aztec team in January 1999. An M.Tech. in Computer Science from the Indian Institute of Technology (Kharagpur), Ashish has over 12 years of experience in software development and engineering in the US and in India. Ashish began his career at Wipro Systems (India), where he was a key member of their Software Research and Development Group.

Subsequently, as a Software Specialist with IBM (India), Ashish worked at IBM Lab at Boca Raton, Austin on a variety of projects involving IBM Micro kernel (Virtual Memory, External Memory Manager, Default Pager, etc.) and AIX Operating System. Ashish worked as Chief Engineer in a team of 35 people for "Java Beans Around the World project" for over 1.9 years. During this period, he was the key architect for the development of XML beans like - XML Viewer Beans, XML Editor beans, XML Search and Filter beans, XML Tokenizer beans, XML DOM Generator beans and File Generator beans. Ashish’s work also involves development of non-XML beans in domains like- Networking, Project Management, Masking, Image Processing and Image Conversion.

Debasish Chakraborty (Dchak), 38 years

An M.Tech. in Computer Science from Indian Institute of Technology, Kanpur, Dchak has more than 12 years' experience in the software industry in the US and in India. Dchak was a key member of the FORTRAN Compiler Group in Wipro InfoTech Ltd. He took lead role in the architecture, design and implementation of the FORTRAN 77 compiler back-end (code generator cum optimizer) for the Intel ix86 and Motorola Mc680x0 UNIX-based platforms. He also took part in the development of a COMMON LISP interpreter and a compiler optimizer test suite.

As a Software Specialist with Tata-IBM, Bangalore, India, he has worked with several IBM Labs on various projects.

• On optimization of Engineering and Scientific Subroutine Library (ESSL) for the IBM POWER2 architecture, at the IBM T. J. Watson Research Laboratory, Yorktown heights, New York.
• On development of driver software for the video input/output card of the IBM Power Visualization multiprocessor System, at the IBM T. J. Watson Research Laboratory, Hawthorne, New York.
• On development of a tape jukebox file system for the IBM 3570/3590 range of tape devices, for the IBM Tucson.
• On incorporation of Data Links (tight integration between database and file systems) support to the DB2 utilities for the IBM Research Center, Almaden.